Catheter Precision, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Executive Chairman of the Board and Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of December 31, 2025 . Our objective in designing our disclosure controls and procedures is that they provide reasonable assurance of achieving their objectives of ensuring that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon this evaluation, 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. 63 Table of Contents Management ’ s Annual Report on Internal Control Over Financial Reporting and Attestation Report of the Registered Public Accounting Firm Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the assessment, management has concluded that its internal control over financial reporting was 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 Management recognizes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 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. 64 Table of Contents ITEM 9B. OTHER INFORMATION No director or officer (as defined in Rule 16a–1 (f) under the Exchange Act) of the Company adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5–1 (c) under the Exchange Act; and/or (ii) any “non-Rule 10b5–1 trading arrangement” as defined in paragraph (c) of Item 408 of Regulation S-K, during the year ended December 31, 2025 . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Composition of the Board Our business and affairs are managed under the direction of our board of directors, or the Board, which currently consists of four members, three of whom are “independent” under NYSE American listing standards. Our bylaws provide that the number of directors will be fixed from time to time by resolution of the Board. All directors hold office until their successors have been elected and qualified or until their earlier death, resignation, disqualification or removal. We have divided the terms of office of the directors into three classes with staggered three year terms: Class I, whose term expires at the 2028 Annual Meeting of Stockholders; Class II, whose term expires at the 2026 Annual Meeting of Stockholders; and Class III, whose term expires at the 2027 Annual Meeting of Stockholders. Information about the Board of Directors The following table sets forth the names, ages as of March 20, 2026, and certain other information regarding each member of the Board. The following information has been furnished to us by the directors. Current Director Term Name Class Age Position Since Expires David A. Jenkins II 68 Executive Chairman of the Board of Directors and Chief Executive Officer 2023 2026 Martin Colombatto I 67 Director 2017 2028 James Caruso III 65 Director 2023 2027 Andrew Arno III 65 Director 2024 2027 David A. Jenkins became Executive Chairman of the Board in January 2023. He became Interim Chief Executive Officer in April 2023 and was named Chief Executive Officer in January 2024. He has spent most of his career as an entrepreneur in the medical device industry, and has established numerous companies including Old Catheter, where he served as the CEO and as Chairman of Old Catheter’s Board. He has been Chairman of the Board of Old Catheter since Catheter’s inception in 2006 and has served as CEO of Old Catheter since December 2020. His prior experience includes having served as Chairman and CEO of Arrhythmia Research and overseeing the introduction to the market of Cardiolab, the first dual monitor, 32 channel electrophysiology recording system. This technology was later acquired by General Electric and continues to be sold into the market place today. Another of Mr. Jenkins’ companies, EP MedSystems, Inc., was sold to St. Jude Medical, Inc., now part of Abbott, for approximately $93 million in 2008. Mr. Jenkins also founded and served as the CEO of Transneuronix, Inc., a maker of implantable stimulators for the treatment of weight loss, which was later sold to Medtronic for $267 million in 2005. Mr. Jenkins holds a degree in accounting from the University of Kansas, and a master’s degree in business from the University of Texas, Austin. He began his career in public accounting with Coopers and Lybrand. We believe that Mr. Jenkins is qualified to serve as a director because of his extensive experience in the medical device industry. 65 Table of Contents Martin Colombatto has served as a director of the Company since January 2017. Mr. Colombatto has served as a Venture and Industry Partner of Seven Peaks Ventures LLP, a venture capital fund based in Bend, OR, since January 2016. From December 2013 to August 2014, Mr. Colombatto served as a director of PLX Technology, Inc., a technology company. Mr. Colombatto has also served as the Chief Executive Officer and President of Staccato Communications, Inc., an Ultra-Wideband semiconductor company, from January 2006 to March 2009 and as Executive Chairman of Staccato Communications, Inc., from January 2006 to September 2010. Prior to joining Staccato, Mr. Colombatto served as Vice President and General Manager of the Networking Business unit of Broadcom Corp., a broadband communication semiconductor company, from July 1996 to July 2002. Mr. Colombatto was also previously employed by LSI Logic, an application specific semiconductor company, from August 1987 to July 1996. Mr. Colombatto also previously held engineering positions at Reliance Electric, a production automation and control company, from August 1985 to June 1987 and Texas Instruments, an electronics company, from June 1982 to April 1985. Mr. Colombatto holds a Bachelor of Science degree in Electronic Engineering Technology from California State Polytechnic University, Pomona. We believe that Mr. Colombatto is qualified to serve as a member of our board of directors due to his extensive management experience and familiarity with our business and strategy. James Caruso has held senior level financial positions in both public and private companies for more than 40 years, including serving as Chief Financial Officer at several publicly traded and privately held medical device companies. He has managed all financial aspects of businesses and is proficient in SEC reporting and compliance requirements. Mr. Caruso also has extensive operational experience and has led post-acquisition business integration activities on several occasions. Mr. Caruso served as Chief Financial Officer of Catheter Precision, the private company acquired by us in 2023, from 2010 through 2016. From 2016 to the present, Mr. Caruso was retired. Mr. Caruso also served as Chief Financial Officer of EP MedSystems, Inc. (NASDAQ:EPMD), a company focused on cardiac electrophysiology that was acquired by St Jude Medical in 2008; Hi-Tronics Designs, Inc., a privately held medical device design and manufacturing company that was acquired by Advanced Neuromodulation Systems, Inc. in 2001; and Micron Products, Inc., a publicly traded medical device manufacturing company that was acquired by Arrhythmia Research Technology in 1991. Mr. Caruso spent five years in the audit practice at Deloitte (formerly Deloitte & Touche). Mr. Caruso received his Bachelor of Science in Business Administration from Rutgers University and an MBA from Fordham University and is a Certified Public Accountant. We believe that Mr. Caruso is qualified to serve as a director because of his senior level financial experience with public and private companies. Andrew Arno Mr. Arno has 30 years of experience handling a wide range of corporate and financial matters, including work as an investment banker and strategic advisor to emerging growth companies. Since October 2023, he has served as the Managing Member of Unterberg Legacy Capital, LLC. He was previously Vice Chairman of Special Equities Group, LLC, a privately held investment banking firm affiliated with Dawson James Securities Inc., and previously with Bradley Woods & Co. Ltd., and he held that role from June 2019 to March 2023. Prior to joining Special Equities Group, LLC, Mr. Arno served as Vice Chairman at Chardan Capital Markets, LLC, from July 2015 to June 2019. From June 2013 until July 2015, Mr. Arno served as Managing Director of Emerging Growth Equities, an investment bank, and Vice President of Sabr, Inc., a family investment group. He was previously President of LOMUSA Limited, an investment banking firm. From 2009 to 2012, Mr. Arno served as Vice Chairman and Chief Marketing Officer of Unterberg Capital, LLC, an investment advisory firm that he co-founded. He was also Vice Chairman and Head of Equity Capital Markets of Merriman Capital LLC, an investment banking firm, and served on the board of the parent company, Merriman Holdings, Inc. Mr. Arno currently serves on the boards of directors of 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. Mr. Arno previously served as a director of Asterias Biotherapeutics, Inc. from August 2014 until it was acquired by Lineage Cell Therapeutics, Inc. (“Lineage”) in March 2019. Mr. Arno received a BS degree from George Washington University. We believe Mr. Arno is qualified to serve on our Board of Directors because of his financial expertise and his experience as a director on other public company boards. Executive Officers David A Jenkins became Executive Chairman of the Board in January 2023. He became Interim Chief Executive Officer in April 2023 and was named Chief Executive Officer in January 2024. His biographical information is set forth above at “Information About the Board of Directors.” Philip Anderson , age 59, became Chief Financial Officer on January 6, 2025. Mr. Anderson was retired from November 2022 to December 2024. Previously, he served as the Chief Financial Officer of Heritage Distilling Corporation, an adult beverage distiller, from August 2021 to November 2022. From August 2020 to June 2021, he served as Chief Financial Officer of Crown Electrokinetics Corp., a pre-revenue technology/hardware company in the areas of smart windows, fiber optics and water quality solutions. He served as Chief Financial Officer of Kubient, Inc., a supplier of fraud detection and prevention solutions to the global digital advertising market, from June 2019 to January 2020. Prior to serving as a CFO Mr. Anderson was a hedge fund partner for 17 years focused on investing in small and microcap companies. He received a Bachelor of Arts in Business Management from Ithaca College and an MBA with concentration in Finance from Hofstra University. 66 Table of Contents Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes of ownership on Forms 3, 4 and 5 with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms, and written representations that we have received from certain reporting persons that they filed all required reports, we believe that all of our officers, directors and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them with respect to transactions during 2025. Audit Committee The members of our Audit Committee are Andrew Arno and James Caruso. Mr. Caruso serves as the chairperson of our Audit Committee. The Board has determined that each member of the Audit Committee is an independent director under the NYSE American listing rules, satisfies the additional independence criteria for audit committee members and satisfies the requirements for financial literacy under the NYSE American listing rules and Rule 10A-3 of the Exchange Act, as applicable. The Board has also determined that Mr. Caruso qualifies as an audit committee financial expert within the meaning of the applicable rules and regulations of the SEC and satisfies the financial sophistication requirements of the NYSE American listing rules. Corporate Governance Principles and Code of Ethics and Conduct The Board has adopted corporate governance principles. These principles address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, the Board has adopted a written code of ethics and conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our corporate governance principles and code of ethics and conduct are available on our website, www.catheterprecision.com , under the Investor tab under “Corporate Governance”, then “Governance Documents.” If the Board makes any substantive amendments to, or grants any waivers from, the code of ethics and conduct for any officer or director, it will disclose the nature of such amendment or waiver on the Company’s website. Insider Trading Policy We have adopted an Insider Trading Policy and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE American listing standards applicable to us. 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. ITEM 11. EXECUTIVE COMPENSATION Director Compensation 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 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 $3.42 per share, a 10 -year term, and vested 33.33% annually beginning on the first anniversary of the grant date. Retainer cash payments will be paid in cash on or about the last day of each fiscal quarter of the Company in arrears to each non-employee director. We also reimburse our non-employee directors for reasonable, customary and documented travel expenses to attend meetings of our board of directors and committees of our board of directors. Our non-employee directors remain eligible to receive equity awards and cash or other compensation outside of the compensation described above, as may be provided from time to time at the discretion of our Board of Directors. 67 Table of Contents 2025 Director Compensation Table The following table sets forth information regarding compensation earned or paid to our non-employee directors during the year ended December 31, 2025 : Fees Earned or Option Paid in Cash Awards Total ($) ($)(5) ($) Martin Colombatto (1) 30,000 39,590 69,590 James Caruso (2) 30,000 39,590 69,590 Andrew Arno (3) 30,000 39,590 69,590 (1) Mr. Colombatto held vested options to purchase 1,830 shares of Company common stock and unvested options to purchase 6,195 shares of Company common stock as of December 31, 2025 . (2) Mr. 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. (3) Mr. 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. (4) See Note 15. Stock Based Compensation to our Consolidated Financial Statements included in this Annual Report for a discussion of the assumptions we made in the valuation of these option grants. See Executive Compensation for information about the compensation of Mr. David Jenkins, a director who is also an executive officer. Processes and Procedures for Executive Compensation The Compensation Committee assists the Board in discharging the Board’s responsibilities relating to oversight of the compensation of the chief executive officer and other executive officers, including reviewing and approving or making recommendations to the Board with respect to the compensation, plans, policies and programs for the chief executive officer and other executive officers and administering the equity compensation plans for executive officers and employees. The Compensation Committee annually reviews the compensation, plans, policies and programs for the chief executive officer and other executive officers. In connection therewith, the Compensation Committee considers, among other things, each executive officer’s performance in light of established individual and corporate goals and objectives and the recommendations of our chief executive officer. In particular, the Compensation Committee considers the recommendations of the chief executive officer when reviewing base salary and incentive performance compensation levels of the executive officers and when setting specific individual and corporate performance targets under the annual incentive bonus plan for the executive officers. While the chief executive officer provides input on his compensation, he does not participate in compensation committee or Board deliberations regarding his own compensation. The Compensation Committee may delegate its authority to a subcommittee, but it may not delegate any power or authority required by agreement, law, regulation or listing standard to be exercised by the Compensation Committee as a whole. Named Executive Officers The named executive officers for 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: ● David A. Jenkins, Executive Chairman and Chief Executive Officer; ● Philip Anderson, Chief Financial Officer; and ● Marie-Claude Jacques, former Chief Commercial Officer. Mr. Jenkins was appointed Executive Chairman upon effectiveness of the Merger on January 9, 2023 and interim Chief Executive Officer beginning April 28, 2023, and Chief Executive Officer beginning January 2, 2024. 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. 68 Table of Contents Summary Compensation Table The following table provides information regarding the compensation of the NEOs for 2025 and 2024 , as applicable: Non-Equity Stock Option Incentive Plan All Other Salary Bonus Awards Awards Compensation Compensation Total Name and Principal Position Year ($) ($) ($) ($)(1) ($) ($) ($) David A. Jenkins 2025 300,000 219,250 519,250 Executive Chairman and Chief Executive Officer 2024 300,000 — 300,000 Margrit Thomassen 2025 197,820 208,450 406,270 Former Interim Chief Financial Officer and Secretary Marie-Claude Jacques 2025 200,000 41,750 241,750 Chief Commercial Officer 2024 266,667 130,625 397,292 (1) See Note 15. Stock-Based Compensation to our Consolidated Financial Statements included in this Annual Report for a discussion of the assumptions we made in the valuation of these option grants. Executive Employment Agreements and Arrangements David A. Jenkins In January 2023, we entered into an oral employment agreement with David A. Jenkins, Chairman of the Board. In accordance with the terms of Mr. Jenkins’ employment agreement, he is entitled to annual compensation of $300,000. 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 In April 2024, we entered into an offer letter agreement with Marie-Claude Jacques, Chief Commercial Officer. In accordance with the terms of the offer letter, she is entitled to guaranteed annual salary compensation for the first two years of employment of $400,000. After two years her annual salary compensation is reduced to $240,000. She also received 25,000 non-plan stock options, at an exercise price of $5.321 per share, vesting annually over 5 years, exercisable over ten years per the terms of the offer letter. Ms. Jacques employment was terminated on June 2, 2025. 69 Table of Contents Outstanding Equity Awards at 2025 Fiscal Year-End As of December 31, 2025 , NEOs held the following equity awards: Name Number of Securities Underlying Unexercised Options - Exercisable Number of Securities Underlying Unexercised Options - Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price Option Expiration Date David Jenkins 4,737 18,947 — $7.98 1/29/2035 — 26,315 — $3.42 8/12/2035 Philip Anderson 8,040 18,275 — $10.07 1/6/2035 Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information Option grants to employees, executive officers and non-employee directors are made by the Compensation Committee (the "Committee") under the 2023 Incentive Plan from time to time, as determined by the Committee. The Committee does take material non-public information into account when determining the timing and terms of stock awards, in that if the Company determines that it is in possession of material non-public information on an anticipated grant date, the Committee expects to defer the grant until a date on which the Company is not in possession of material non-public information. The Company does not time the release of material non-public information based on equity award grant dates or for the purpose of affecting the value of executive compensation. For all stock option awards, the exercise price is the closing price of our common stock on the NYSE American on the last trading day preceding the grant date. The following table presents information regarding stock options issued to our NEOs in fiscal year 2025 during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing material non-public information and ending one business day after the filings or furnishing of such report with the SEC: Name Grant Date Number of Securities Underlying the Award Exercise Price of the Award ($/Sh) Grant Date Fair Value of the Award Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Non-Public Information and the Trading Day Beginning Immediately Following the Disclosure of Material Non-Public Information David Jenkins 1/29/2025 23,684 $7.98 $148,500 — (1) 8/12/2025 26,315 $3.42 $70,750 49.12% (2) Philip Anderson 1/6/2025 26,315 $10.07 $208,450 5.36% (3) Marie-Claude Jacques 1/29/2025 13,154 $7.98 $41,750 — (1) (1) Based on closing prices of the Company's common stock of $7.41 on February 3, 2025 and $7.41 on February 5, 2025. (2) Based on closing prices of the Company's common stock of $2.85 on August 14, 2025 and $4.25 on August 18, 2025. (3) Based on closing prices of the Company's common stock of $10.64 on January 6, 2025 and $10.07 on January 8, 2025. Perquisites, Health, Welfare and Retirement Benefits 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 . Our board of directors may elect to adopt qualified or non-qualified benefit plans in the future if it determines that doing so is in our best interests. 70 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 9, 2026 by: ● each person, or group of affiliated persons, who we know to beneficially own more than 5% of our common stock; ● each of our named executive officers; ● each of our directors; and ● all of our executive officers and directors as a group. The percentage ownership information shown in the table is based on an aggregate of 2,357,127 shares of our common stock outstanding as of March 9, 2026. We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to: (i) the exercise of stock options that are either immediately exercisable or exercisable on or before May 8, 2026, which is 60 days after March 9, 2026 and (ii) outstanding warrants to purchase common stock held by that person that are either immediately exercisable or exercisable on or before May 8, 2026. These shares are deemed to be outstanding and beneficially owned by the person holding those options and warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise noted below, the address of each of the individuals and entities named in the table below is c/o Catheter Precision, Inc., 1670 Highway 160 West, Suite 205, Fort Mill, South Carolina 29708. Beneficial ownership representing less than 1% is denoted with an asterisk (*). Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Number of Shares Percentage of of Common Stock Common Stock Beneficially Beneficially Owned Owned 5% Stockholders: C/M Capital Master Fund LP (1) 251,694 9.99 % Mercer Street Global Opportunity Fund LLC (1) 253,185 9.99 % WVP Emerging Manager Onshore Fund LLC (1) 227,129 9.00 % Joseph Reda (2) 176,674 7.50 % Gregory Castaldo (3) 176,674 7.50 % Directors and Named Executive Officers: David A. Jenkins (4) 121,146 4.99 % James J. Caruso (5) 3,657 * Martin Colombatto (6) 3,608 * Andrew Arno (7) 3,508 * Philip Anderson (8) 11,695 * All directors and executive officers as a group (5 persons) (4)(5)(6)(7)(8) 143,615 5.86 % (1) 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. 71 Table of Contents (2) These securities are directly held by Mr. Reda. 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. (3) These securities are directly held by Mr. Castaldo. 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. (4) Includes (i) 109 shares held by a charitable remainder unitrust of which Mr. Jenkins’ wife is the trustee; and (ii) 34,579 shares held by a partnership of which Mr. 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. Jenkins. Does not include 15,790 shares subject to currently exercisable Series J Warrants held by a certain adult immediate family members of Mr. Jenkins. 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. (5) 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. (6) Includes exercisable options to purchase 3,606 shares of Common Stock. Does not include unvested options to purchase 4,419 shares of Common Stock. (7) Includes exercisable options to purchase 3,508 shares of Common Stock. Does not include unvested options to purchase 4,386 shares of Common Stock. (8) Includes exercisable options to purchase 11,695 shares of Common Stock held by Philip Anderson, the Company’s Chief Financial Officer. Does not include unvested options to purchase 14,620 shares of Common Stock held by Mr. Anderson. 72 Table of Contents EQUITY COMPENSATION PLAN INFORMATION Information as of December 31, 2025 , regarding the Company’s equity compensation plans is summarized in the following table: Number of Securities Remaining Available for Future Issuance Under Number of Securities to be Equity Compensation Issued Upon Exercise of Weighted-Average Plans (Excluding Outstanding Options and Exercise Price of Securities Reflected Restricted Stock Units Outstanding Options (1) in Column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by security holders (2) 122,790 $ 7.32 194,520 Equity compensation plans not approved by security holders (3) 862 $ 112.10 — Total 123,652 $ 8.05 194,520 (1) The weighted average exercise price is based solely on outstanding options. (2) 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: (i) 10% of the number equal to the number of shares of common stock outstanding on the applicable Adjustment Date less the number of shares of Common Stock outstanding at the beginning of the fiscal quarter immediately preceding the Adjustment Date, but if such number is a negative number, then the increase will be zero; or (ii) such lesser number of Shares as may be determined by the Board. (3) Represents Old Catheter options assumed in connection with the January 9, 2023 acquisition of Old Catheter and non plan options issued to officers of the Company. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by the Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference, or will be included in an amendment to this report if the 2025 Proxy Statement is not filed on or before April 30, 2025. 73 Table of Contents ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Our independent registered public accounting firm is Withum (auditor ID: 100) since June 21, 2023. Fees Paid to the Independent Registered Public Accounting Firms The following table represents aggregate fees for services provided to us in the fiscal year ended December 31, 2025 by Withum. It does not include fees billed to us for services rendered by our previous auditor, Haskell & White LLP, during 2025: 2025 2024 (Withum) (Withum) Audit Fees (1) $ 745,029 $ 937,584 Audit-Related Fees (2) — — Tax Fees (3) — — All Other Fees (4) — — Total Fees $ 745,029 $ 937,584 (1) “Audit Fees” consist of fees billed for professional services rendered during the respective fiscal year in connection with the audit of our annual financial statements, review of our quarterly financial statements, and services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years. This includes consents and other services related to SEC matters and registration statements. (2) “Audit-Related Fees” generally include fees incurred for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements but are not otherwise included as Audit Fees. (3) “Tax Fees” consist of permissible tax compliance and tax advisory service fees. Withum did not bill us for any tax fees for the year ended December 31, 2025 . (4) “All Other Fees” consist of fees billed for services other than the services reported in Audit Fees, Audit-Related Fees, and Tax Fees. Auditor Independence During the year ended December 31, 2025 , there were no other professional services provided by Withum that would have required our audit committee to consider their compatibility with maintaining Withum’s independence. Pre-Approval Policy Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent accountants and the related estimated fees. These services may include audit services, audit-related services, tax services and other services. Our audit committee generally pre-approves particular services or categories of services on a case-by-case basis. The independent registered public accounting firm and management are required to periodically report to our audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with these pre-approvals, and the fees for the services performed to date. All of Withum’s services to the Company for fiscal year 2025 described above were pre-approved by our audit committee. 74 Table of Contents PART IV — FINANCIAL INFORMATION ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES. (a) We have filed the following documents as part of this Annual Report: 1. Financial Statements . Page Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Stockholders ’ Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 2. Financial Statement Schedules . There are no financial statement schedules provided because the information called for is either not required or is shown either in the financial statements or the notes thereto. 75 Table of Contents 3. Exhibits. Exhibit Number Description Incorporated by Reference Form File No. Exhibit Filing Date 2.1 Amended and Restated Agreement and Plan of Merger, dated January 9, 2023, by and among the Registrant, certain subsidiaries, and Catheter Precision, Inc. 8-K 001-38677 2.1 1/13/2023 3.1.1 Amended and Restated Certificate of Incorporation of the Registrant. 8-K 001-38677 3.1 10/1/2018 3.1.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. (effective 11/16/20) 8-K 001-38677 3.1 11/17/2020 3.1.2A Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. (effective 09/30/22) 8-K 001-38677 3.1 9/20/2022 3.1.2B Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (effective 08/17/23) 8-K 001-38677 3.1 8/4/2023 3.1.2C Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (filed 7/11/2024, effective 7/15/2024) 8-K 001-38677 3.1 7/12/2024 3.1.2D Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (effective 1/13/2025) 10-K 001-38677 3.1.3.B 3/31/2025 3.1.2E Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (effective 8/15/2025) 8-K 001-38677 3.1 8/13/2025 3.1.2F Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (effective 10/17/2025) 10-Q 001-38677 3.1.3E 11/13/2025 3.1.3 Certificate of Designation of Series A Preferred Stock. 8-K 001-38677 3.2 1/13/2023 3.1.3A Certificate of Designation of Series B Preferred Stock 8-K 001-38677 3.1 05/13/2025 3.1.3B* Certificate of Designation of Series C-1 Preferred Stock 3.1.3C* Certificate of Amendment of Certificate of Designations of Series C-1 Preferred Stock 3.1.3D Certificate of Designation of Series J Preferred Stock 8-K 001-38677 3.1 2/12/2026 3.1.3E Certificate of Correction of Certificate of Designation of Series J Preferred Stock 8-K 001-38677 3.2 2/12/2026 3.1.3F Certificate of Designation of Series X Convertible Preferred Stock. 8-K 001-38677 3.1 1/13/2023 3.2.1 Amended and Restated Bylaws of the Registrant. 8-K 001-38677 3.2 10/1/2018 3.2.2 Amendment to Amended and Restated Bylaws of the Registrant. 8-K 001-38677 3.1 8/17/2022 4.1* Description of Capital Stock 4.2 Form of placement agent warrant offered in October 2024 8-K 001-38677 4.2 11/5/2024 4.3 Form of Series B Warrant offered in February 2022. S-1/A 333-262195 4.9 2/3/2022 4.4 Form of Series C Warrant issued in July 2022 8-K 001-38677 4.1 7/22/2022 4.5 Warrant Agency Agreement, dated February 8, 2022, by and between the Registrant and American Stock & Trust Company LLC. 8-K 001-38677 4.4 2/9/2022 4.5.1 Amendment No. 1, dated July 22, 2022, to February 8, 2022 Warrant Agency Agreement by and between the Company and American Stock Transfer & Trust Company, LLC. 10-Q 001-38677 4.7 8/15/2022 76 Table of Contents Exhibit Number Description Incorporated by Reference Form File No. Exhibit Filing Date 4.6 Form of Series I Warrant offered in September 2024 8-K 001-38677 4.2 9/6/2024 4.7 Form of Series J Warrant offered in September 2024 8-K 001-38677 4.3 9/6/2024 4.8 Form of Series K Warrant offered in October 2024 8-K 001-38677 4.1 10/25/2024 4.9 Form of Underwriters' Warrant offered in September 2024 S-1 333-279930 4.17 6/26/2024 4.10 Form of Warrant Agency Agreement dated as of September 3, 2024 entered into by and between the Registrant and Equiniti Trust Company, LLC 8-K 001-38677 4.5 9/6/2024 4.11 Form of Series L Warrant offered in May 2025 8-K 001-38677 4.1 5/13/2025 4.12 Placement Agent Common Stock Purchase Warrant dated June 6, 2025 8-K 001-38677 4.1 6/5/2025 4.13* Series M Warrant issued to David A. Jenkins dated December 31, 2025 4.13.1* Series M Warrant issued to FatBoy Capital, LP dated December 31, 2025 10.1 At the Market Offering Agreement, dated May 19, 2025 by and between the Registrant and Ladenburg Thalmann & Co. Inc. 8-K 001-38677 10.1 5/19/2025 10.1.1 Investment Banking Agreement dated February 11, 2025 entered into by and between the Registrant and Ladenburg Thalmann & Co. Inc. 10-Q 001-38677 10.6 8/11/2025 10.1.2 Amendment to Investment Banking Agreement dated as of April 16, 2025 entered into by and between the Registrant and Ladenburg Thalmann & Co. Inc. 10-Q 001-38677 10.1 8/11/2025 10.2 Securities Purchase Agreement dated May 12, 2025 8-K 001-38677 10.1 5/13/2025 10.2.1 Registration Rights Agreement dated May 12, 2025 8-K 001-38677 10.2 5/13/2025 10.2.2 Assignment Agreement dated May 12, 2025 8-K 001-38677 10.3 5/13/2025 10.3 Asset Purchase Agreement, dated April 22, 2025, by and between the Registrant and Cardionomic (assignment for the benefit of creditors), LLC 8-K 001-38677 2.1 4/23/2025 10.4 Short Term Promissory Note dated July 11, 2025 by and between KardioNav, Inc. and David A. Jenkins 10-Q 001-38677 10.1 11/13/2025 10.4.1 Short Term Promissory Note dated July 11, 2025 by and between KardioNav, Inc. and Lifestim, Inc. 10-Q 001-38677 10.2 11/13/2025 10.5+ 2018 Form of Indemnification Agreement between the Registrant and directors and executive officers. S-1 333-226191 10.2 8/24/2018 10.6 Corporate Integrity Agreement, between the Company and the Office of Inspector General of the Department of Health and Human Services, dated December 28, 2020. 10-K 001-38677 10.20 3/17/2021 10.6.1 Notice of Suspension of Corporate Integrity Agreement, dated January 11, 2023. 10-K 001-38677 10.16.1 3/28/2023 77 Table of Contents Exhibit Number Description Incorporated by Reference Form File No. Exhibit Filing Date 10.7 Registration Rights Agreement, dated January 9, 2023. 8-K 001-38677 10.5 1/13/2023 10.7.1 Debt Settlement Agreement and Release including certain royalty rights with David A. Jenkins, dated January 9, 2023. 10-K 001-38677 10.27.1 3/28/2023 10.7.2 Debt Settlement Agreement and Release including certain royalty rights with Daniel C. Stanzione, Sr. Irrevocable Trust Dated December 31, 2007, dated January 9, 2023. 10-K 001-38677 10.27.2 3/28/2023 10.7.3 Debt Settlement Agreement and Release including certain royalty rights with Fatboy Capital, L.P., dated January 9, 2023. 10-K 001-38677 10.27.3 3/28/2023 10.7.4 Series J Exchange Agreement dated February 12, 2026 by and between the Registrant and David A. Jenkins 8-K 001-38677 10.1 2/12/2026 10.7.5 Series J Exchange Agreement dated February 12, 2026 by and between the Registrant and FatBoy Capital, LP 8-K 001-38677 10.2 2/12/2026 10.8 LockeT Royalty Agreement with Auston Locke. 10-K 001-38677 10.28 3/28/2023 10.8.1 Assignment and Agreement from Auston Locke in relation to LockeT dated July 15, 2022 S-1 333-279930 10.28.2 6/4/2024 10.8.3 Assignment and Agreement from David A. Jenkins in relation to LockeT dated January 24, 2023 S-1 333-279930 10.28.3 6/4/2024 10.8.4 Invention Assignment and Royalty Agreement with Auston Locke in relation to LockeT dated May 28, 2024 8-K 001-38677 10.1 6/3/2024 10.9+ 2023 Equity Incentive Plan DEF 14A 001-38677 Annex C 11/25/2024 10.9.1+ 2023 Form of Nonstatutory Stock Option Agreement for Non-Employee Directors Under 2023 Equity Incentive Plan 10-K 001-38677 10.31.3 4/1/2024 10.9.2+ 2023 Form of Nonstatutory Stock Option Agreement for Employees Under 2023 Equity Incentive Plan 10-K 001-38677 10.31.4 4/1/2024 10.9.3+ 2023 form of Incentive Stock Option Agreement Under 2023 Equity Incentive Plan 10-K 001-38677 10.31.5 4/1/2024 10.9.4+ Non-plan Stock Option Award granted January 6, 2025 to Philip Anderson 10-K 001-38677 10.31.8 3/31/2025 10.10+ Offer Letter to Philip Anderson dated January 3, 2025 10-K 001-38677 10.31.9 3/31/2025 10.11 Software and Technology License Agreement dated May 1, 2016, with Peacs BV. 10-K 001-38677 10.32 3/28/2023 10.11.1 Settlement and Amendment Agreement dated May 24, 2021 with Peacs BV. 10-K 001-38677 10.32.1 3/28/2023 78 Table of Contents Exhibit Number Description Incorporated by Reference Form File No. Exhibit Filing Date 10.12.1 Promissory Note dated May 30, 2024 8-K 001-38677 10.2 6/3/2024 10.12.2 Promissory Note dated June 25, 2024 8-K 001-38677 10.1 6/26/2024 10.12.3 Promissory Note dated July 1, 2024 8-K 001-38677 10.1 7/1/2024 10.12.4 Promissory Note dated July 18, 2024 8-K 001-38677 10.1 7/23/2024 10.12.5 Promissory Note dated July 25, 2024 8-K 001-38677 10.1 7/30/2024 10.12.6 First Amendment to Promissory Note dated May 30, 2024 S-1 333-279930 10.33.5 8/27/2024 10.12.7 First Amendment to Promissory Notes dated June 25, 2024, July 1, 2024 and July 18, 2024 S-1 333-279930 10.33.6 8/27/2024 10.12.8 First Amendment to Promissory Note dated July 25, 2024 S-1 333-279930 10.33.7 8/27/2024 10.12.9 Second Amendment to Promissory Note dated May 30, 2024 8-K 001-38677 10.2 1/8/2026 10.12.10 Second Amendment to Promissory Notes dated June 25, 2024, July 1, 2024 and July 18, 2024 8-K 001-38677 10.1 1/8/2026 10.12.11 Second Amendment to Promissory Note dated July 25, 2024 8-K 001-38677 10.3 1/8/2026 10.13 Quality Agreement with Zien Medical Technologies, Inc. related to LockeT Manufacture, dated March 20, 2023 S-1 333-279930 10.34 6/4/2024 10.14 Securities Purchase Agreement dated February 6, 2026 between the Registrant and Investors 8-K 001-38677 10.1 2/6/2026 10.14.1 Securities Purchase Agreement dated February 6, 2026 between the Registrant and SEG Jets LLC 8-K 001-38677 10.2 2/6/2026 10.14.2 Registration Rights Agreement dated February 6, 2026 8-K 001-38677 10.3 2/6/2026 10.14.3 Securities Purchase Agreement dated March 9, 2026 between Registrant and Investors 8-K 001-38677 10.1 3/9/2026 10.14.4 Securities Purchase Agreement dated March 9, 2026 between the Registrant and Creatd, Inc. 8-K 001-38677 10.2 3/9/2026 10.14.5* Registration Rights Agreement, dated March 9, 2026 19.1 Insider Trading Policy dated March 21, 2025 10-K 001-38677 19.1 3/31/2025 21.1* Subsidiaries of the Registrant 23.1* Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm. 24.1* Power of Attorney (contained on signature page). 31.1* Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* ^ Certifications of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* ^ Certifications of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Policy Relating to the Recovery of Erroneously Awarded Compensation 10-K 001-38677 97 4/1/2024 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ^ The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended (Exchange Act), and is not to be incorporated by reference into any filing of Catheter Precision, Inc. under the Securities Act of 1933, as amended (Securities Act), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. + Indicates a management contract or compensatory plan. ITEM 16. FORM 10 – K SUMMARY. None. 79 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CATHETER PRECISION, INC. Date: March 31, 2026 By: /s/ David A. Jenkins David A. Jenkins Executive Chairman and Chief Executive Officer 80 Table of Contents POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David A. Jenkins and Philip Anderson, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-facts and agents, or his substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ David A. Jenkins Executive Chairman of the Board and Chief Executive Officer March 31, 2026 David A. Jenkins (Principal Executive Officer) /s/ Philip Anderson Chief Financial Officer March 31, 2026 Philip Anderson (Principal Financial and Accounting Officer) /s/ James Caruso Director March 31, 2026 James Caruso /s/ Martin Colombatto Director March 31, 2026 Martin Colombatto /s/ Andrew Arno Director March 31, 2026 Andrew Arno 81 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Catheter Precision, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Catheter Precision, Inc. (the “Company”) as of December 31, 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. Substantial Doubt Regarding Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the 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. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to 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. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. 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. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit 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. F-1 Table of Contents 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 the Company's auditor since 2023. East Brunswick, New Jersey March 31, 2026 PCAOB ID No. 100 F-2 Table of Contents CATHETER PRECISION, INC. Consolidated Balance Sheets (in thousands, except par value data) December 31, 2025 December 31, 2024 ASSETS Current Assets Cash and cash equivalents $ 88 $ 2,873 Accounts receivable, net 155 70 Inventories 86 33 Prepaid expenses and other current assets 61 316 Total current assets 390 3,292 Property and equipment, net 64 91 Operating lease right-of-use assets, net 162 105 Intangible assets, net 15,236 24,274 Other non-current assets 8 8 TOTAL ASSETS $ 15,860 $ 27,770 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 1,492 $ 230 Accrued expenses 1,697 1,548 Short-term notes payable — 177 Convertible notes payable, at fair value 298 — Short-term notes payable of variable interest entities due to related parties 306 — Current portion of royalties payable due to related parties 51 177 Current portion of operating lease liabilities 63 98 Total current liabilities 3,907 2,230 Royalties payable due to related parties 792 9,068 Operating lease liabilities 101 13 Notes payable of variable interest entities, net of discount 1,330 — Notes payable due to related parties 1,748 1,561 Deferred tax liability 1,331 3,141 Total liabilities 9,209 16,013 Commitments and Contingencies (see Note 16) Stockholders' Equity Preferred Stock, $ 0.0001 par value, 10,000,000 shares authorized Series A Convertible Preferred Stock, $ 0.0001 par value, 7,203 shares designated; 0 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; 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; 1,738,955 and 421,296 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively — — Additional paid-in capital 316,589 304,109 Accumulated deficit ( 309,535 ) ( 292,352 ) Total stockholders' equity attributable to Catheter Precision, Inc. 7,054 11,757 Non-controlling interest ( 403 ) — Total stockholders' equity 6,651 11,757 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 15,860 $ 27,770 See accompanying notes to consolidated financial statements. F-3 Table of Contents CATHETER PRECISION, INC. Consolidated Statements of Operations (in thousands, except per share data) Year Ended December 31, 2025 2024 Revenues $ 819 $ 420 Cost of revenues 63 42 Gross profit 756 378 Operating expenses Selling, general and administrative 12,075 11,349 Research and development 862 272 Acquired in-process research and development 1,967 — Loss on impairment of intangible assets 6,995 — Total operating expenses 21,899 11,621 Operating loss ( 21,143 ) ( 11,243 ) Other income (expenses), net Interest income 34 81 Interest expense ( 95 ) ( 10 ) Interest expense due to related parties ( 186 ) ( 81 ) Change in fair value of royalties payable due to related parties 5,709 ( 2,239 ) Change in fair value of convertible notes payable 2 — Loss on debt extinguishment ( 3,260 ) — Net loss on trading debt securities ( 564 ) — Other expenses, net ( 2 ) ( 10 ) Total other income (expenses), net 1,638 ( 2,259 ) Loss from operations before income tax provision (benefit) ( 19,505 ) ( 13,502 ) Income tax provision (benefit) ( 1,810 ) 3,141 Net loss ( 17,695 ) ( 16,643 ) Less: Net loss attributable to non-controlling interest ( 512 ) — Net loss attributable to Catheter Precision, Inc. $ ( 17,183 ) $ ( 16,643 ) Deemed dividend on warrant inducement offer — ( 5,158 ) Net loss attributable to Catheter Precision, Inc. common stockholders $ ( 17,183 ) $ ( 21,801 ) Net loss per share attributable to Catheter Precision, Inc. common stockholders, basic and diluted $ ( 15.90 ) $ ( 126.91 ) Weighted-average common shares used in computing net loss per share, basic and diluted 1,080,617 171,774 See accompanying notes to consolidated financial statements. F-4 Table of Contents CATHETER PRECISION, INC. Consolidated Statements of Stockholders' Equity (in thousands, except share data) Total Series A Convertible Preferred Stock Series B Convertible Preferred Stock Series J Convertible Preferred Stock Series X Convertible Preferred Stock Common Stock Additional Paid-In Accumulated Catheter Precision Inc. Stockholders' Non-controlling Total Stockholders' Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Equity Interest Equity Balance at December 31, 2023 4,578 $ — — $ — — $ — 12,656 $ — 36,993 $ — $ 296,902 $ ( 275,709 ) $ 21,193 $ — $ 21,193 Stock-based compensation — — — — — — — — — — 54 — 54 — 54 Issuance of common stock upon exercise of Pre-Funded Warrants (see Note 11) — — — — — — — — 145,943 — — — — — — Issuance of common stock and other equity-classified contracts from September 2024 Public Offering, net of issuance costs — — — — — — — — 42,415 — 2,612 — 2,612 — 2,612 Issuance of common stock through October 2024 Warrant Inducement Offer, net of issuance costs — — — — — — — — 118,524 — 3,356 — 3,356 — 3,356 Issuance of common stock upon exercise of Series Warrants (see Note 11) — — — — — — — — 62,367 — 1,185 — 1,185 — 1,185 Conversion of Series A Convertible Preferred Stock (4,578) — — — — — — — 15,054 — — — — — — Net loss — — — — — — — — — — — ( 16,643 ) ( 16,643 ) — ( 16,643 ) Balance at December 31, 2024 — — — — — — 12,656 — 421,296 — 304,109 ( 292,352 ) 11,757 — 11,757 Stock-based compensation — — — — — — — — — — 338 — 338 — 338 Issuance of common stock for vested restricted stock awards — — — — — — — — 17,263 — — — — — — Issuance of common stock for asset acquisitions (see Note 14) — — — — — — — — 67,104 — 393 — 393 — 393 Issuance of common stock upon release of Prepaid Series Warrants (see Note 11) — — — — — — — — 162,947 — — — — — — Issuance of preferred stock and warrants under the May 2025 PIPE Financing, net of issuance costs — — 3,000 — — — — — — — 2,034 — 2,034 — 2,034 Issuance of common stock upon the ATM Offering, net of issuance costs — — — — — — — — 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 Net loss — — — — — — — — — — — ( 17,183 ) ( 17,183 ) ( 512 ) ( 17,695 ) Balance at December 31, 2025 — $ — 2,229 $ — 9,490 $ — — $ — 1,738,955 $ — $ 316,589 $ ( 309,535 ) $ 7,054 $ ( 403 ) $ 6,651 See accompanying notes to consolidated financial statements. F-5 Table of Contents CATHETER PRECISION, INC. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 17,695 ) $ ( 16,643 ) Adjustments to reconcile net loss to net cash used in operating activities: Loss on impairment of intangible assets 6,995 — Loss on debt extinguishment 3,260 — Depreciation and amortization 2,115 2,109 Stock-based compensation 338 54 Change in fair value of royalties payable due to related parties ( 5,709 ) 2,239 Change in fair value of convertible notes payable ( 2 ) — Net loss on trading debt securities 564 — Deferred income tax provision (benefit) ( 1,810 ) 3,141 Acquired in-process research and development 1,967 — Amortization of discount on note payable 45 — Changes in operating assets and liabilities: Accounts receivable ( 85 ) 67 Inventories ( 78 ) ( 8 ) Prepaid expenses and other current assets 255 99 Operating lease right-of-use assets and lease liabilities ( 4 ) ( 3 ) Current portion of royalties payable due to related parties 19 32 Accounts payable 1,156 ( 234 ) Accrued expenses 149 ( 185 ) Interest payable due to related parties 185 61 Interest accrued on notes payable of variable interest entities 39 — Net cash used in operating activities ( 8,296 ) ( 9,271 ) CASH FLOWS FROM INVESTING ACTIVITIES: Consideration paid for the acquired in-process research and development ( 116 ) — Purchases of property and equipment ( 17 ) ( 67 ) Proceeds from the sale of trading debt securities 300 — Net cash provided by (used in) investing activities 167 ( 67 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of Series B Convertible Preferred Stock and other equity-classified warrants, net of issuance costs 1,170 — Proceeds from issuance of common stock and other equity-classified contracts from the September 2024 Public Offering, net of issuance costs — 2,612 Proceeds from issuance of common stock from the October 2024 Warrant Inducement Offer, net of issuance costs — 3,356 Proceeds from issuance of common stock under ATM, net of issuance costs 3,751 — Proceeds from notes payable due to related parties 300 1,500 Proceeds from issuance of convertible notes payable 300 — Payments on short-term notes payable ( 238 ) ( 256 ) Proceeds from short-term notes payable 61 249 Proceeds from exercise of warrants — 1,185 Net cash provided by financing activities 5,344 8,646 NET CHANGE IN CASH AND CASH EQUIVALENTS ( 2,785 ) ( 692 ) CASH AND CASH EQUIVALENTS, beginning of year 2,873 3,565 CASH AND CASH EQUIVALENTS, end of year $ 88 $ 2,873 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 7 $ 31 SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES Property and equipment reclassified from inventories $ 25 $ 19 Deemed dividend on warrant inducement offer $ — $ ( 5,158 ) Consideration for asset acquisition included in accounts payable $ 103 $ — Consideration for asset acquisition included in non-controlling interest $ 109 $ — Note payable of variable interest entities issued in connection with an asset acquisition $ 1,246 $ — Extinguishment of notes payable due to related parties $ 1,741 $ — Notes payable due to related parties obtained for extinguishment of the prior notes payable $ 1,748 $ — Noncash consideration issued in connection with extinguishment of notes payable due to related parties $ 622 $ — Extinguishment of royalties payable due to related parties $ 2,712 $ — Issuance of Series J Convertible Preferred Stock in exchange for royalties payable due to related parties $ 5,342 $ — Fair value of common stock issued in connection with asset acquisitions $ 393 $ — Fair value of trading debt securities obtained as consideration for the Series B Convertible Preferred Stock and other equity-classified warrants $ 864 $ — Operating right-of-use asset obtained in exchange for new operating lease liabilities $ 142 $ — See accompanying notes to consolidated financial statements. F-6 Table of Contents CATHETER PRECISION, INC. Notes to Consolidated Financial Statements (in thousands, except share data) Note 1. Organization and Nature of Operations The Company Catheter Precision, Inc. ("Catheter" or the "Company”) was incorporated in California on September 4, 2002, and reincorporated in Delaware in July 2018. On January 9, 2023, Catheter entered into the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") with Catheter Precision, Inc. (“Old Catheter”), a privately held Delaware corporation. Under the terms of the Merger Agreement, Old Catheter became a wholly owned subsidiary of Catheter, together referred to as the Company, in a stock-for-stock merger transaction (the "Merger"). 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”). VIVO is a non-invasive imaging system that offers 3D cardiac mapping to help with localizing the sites of origin of idiopathic ventricular arrhythmias in patients with structurally normal hearts prior to EP procedures. The VIVO System is commercially available in the European Union and has been placed at several hospitals in Europe. United States Food and Drug Administration ("FDA") 510 (k) clearance was received, and the Company began 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 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. 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. Jenkins. The disposal primarily related to the acquired patents for acquired pericardial access technology. See Note 14, Asset Acquisitions, for additional information. F- 7 Table of Contents Reverse Stock Split 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. Stockholders who would otherwise have been entitled to receive a fractional share were entitled to receive their pro rata portion of the net proceeds obtained from the aggregation and sale by the exchange agent of the fractional shares resulting from the reverse stock split (reduced by any customary brokerage fees, commissions and other expenses). All references to share and per share amounts for all periods presented in the consolidated financial statements have been retrospectively restated to reflect this reverse stock split. All rights to receive shares of common stock under outstanding securities, including but not limited to, warrants and options, were adjusted to give effect to the reverse stock split. Furthermore, proportionate adjustments were made to the per share exercise price and the number of shares of common stock that may be purchased upon exercise of outstanding warrants and stock options granted by the Company, and the number of shares of common stock reserved for future issuance under the Company’s Equity Incentive Plan. Going Concern The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from uncertainty related to its ability to continue as a going concern. The Company has incurred recurring net losses from operations and negative cash flows from operating activities since inception. 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 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 $ 1.9 million per closing. 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 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. Furthermore, if the Company issues equity securities to raise additional funds, its existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. Note 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements of the Company include the accounts of the Company, Old Catheter, Cardionomix and KardioNav. All intercompany transactions have been eliminated in consolidation. Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP"). The Financial Accounting Standards Board (“FASB”) establishes these principles to ensure financial condition, results of operations, and cash flows are consistently reported. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative nongovernmental GAAP as found in the FASB Accounting Standards Codification ("ASC"). Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company’s consolidated financial statements are based upon a number of estimates including, but not limited to, the 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. F- 8 Table of Contents Concentrations of Credit Risk 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. The Company extends credit to customers in the normal course of business. Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the consolidated balance sheets. The Company does not require collateral from its customers to secure accounts receivable. The Company had 3 customers that 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 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 channel. The determination of a single reportable segment is consistent with the consolidated financial information available and regularly reviewed by the Company’s chief operating decision maker (“CODM”). The CODM is the Company’s Chief Executive Officer, who reviews and evaluates consolidated net loss reported on the consolidated statements of operations for purposes of assessing performance, making operating decisions, allocating resources and planning and forecasting for future periods. As the Company’s operations are managed at the consolidated level, there are no differences between the measurement of the reportable segments’ profit or losses and the Company’s consolidated statements of operations. Segment asset measures are not used as a basis for the CODM to evaluate the performance of or to allocate resources to the segment. The following table summarizes segment revenues and significant segment expenses included in the measure of segment profit or loss (consolidated net loss) reviewed by the CODM (in thousands): For the Year Ended December 31, 2025 2024 Revenues $ 819 $ 420 Less: Cost of revenues 63 42 Acquired in-process research and development expense 1,967 — Loss on impairment of intangible assets 6,995 — Loss on debt extinguishment 3,260 — Depreciation and amortization expense 2,115 2,109 Stock-based compensation expense 338 54 Salaries and benefits expense 4,471 4,192 Professional fees 2,167 2,034 Research and development expense 862 272 Interest income ( 34 ) ( 81 ) Interest expense 281 91 Change in fair value of royalties payable due to related parties ( 5,709 ) 2,239 Change in fair value of convertible notes payable ( 2 ) — Net loss on trading debt securities 564 — Income tax provision (benefit) ( 1,810 ) 3,141 Other segment items (1) 2,986 2,970 Segment net loss ( 17,695 ) ( 16,643 ) Reconciliation of net loss Adjustments and reconciling items — — Consolidated net loss $ ( 17,695 ) $ ( 16,643 ) ( 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. F- 9 Table of Contents Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity date of ninety days or less at the date of purchase to be cash equivalents. Cash and cash equivalents primarily represent funds invested in readily available checking and money market accounts. Fair Value Measurements Fair value represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants and is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three -tier fair value hierarchy is used to identify inputs used in measuring fair value as follows: Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; Level 2 - Inputs other than the quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. Cash equivalents, prepaid expenses, accounts receivable, accounts payable, and accrued expenses are reported on the consolidated balance sheets at carrying value, which 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 Total Level 1 Level 2 Level 3 Assets: Cash Equivalents Money market funds $ 2 $ 2 $ — $ — Total assets $ 2 $ 2 $ — $ — Liabilities: Royalties payable due to related parties $ 792 $ — $ — $ 792 Convertible notes payable 298 — — 298 Total liabilities $ 1,090 $ — $ — $ 1,090 December 31, 2024 Total Level 1 Level 2 Level 3 Assets: Cash Equivalents Mutual funds $ 2,803 $ 2,803 $ — $ — Money market funds 12 12 — — Total assets $ 2,815 $ 2,815 $ — $ — Liabilities: Current portion of royalties payable due to related parties $ 145 $ — $ — $ 145 Royalties payable due to related parties 9,068 — — 9,068 Total liabilities $ 9,213 $ — $ — $ 9,213 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. The risk-free rate used to determine the cost of equity for the RADR is adjusted to be commensurate with the term of the royalty agreements. Furthermore, the Beta and Risk Premium used to determine the cost of equity are also adjusted to reflect the product revenue's volatility. All other inputs for the RADR and the Company’s WACC are the same. 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 Instrument Valuation Technique Unobservable Input Input Range Royalties payable due to related parties Discounted future cash flows Revenue adjusted discount rate 19.5 % December 31, 2024 Instrument Valuation Technique Unobservable Input Input Range Royalties payable due to related parties, including the current portion Discounted future cash flows Revenue adjusted discount rate 22.5 % F- 10 Table of Contents 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 $ 9,213 $ — Issuance of convertible notes payable — 300 Exchange of royalties payable due to related parties (see Note 8) ( 2,712 ) — Change in fair value ( 5,709 ) ( 2 ) Balance at December 31, 2025 $ 792 $ 298 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 $ 6,974 $ — Change in fair value 2,239 — Balance at December 31, 2024 $ 9,213 $ — 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. 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 Total Level 1 Level 2 Level 3 Assets: 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 Instrument Valuation Technique Unobservable Input Input Range Intangible assets - Developed technology Multi-period excess earnings Discount rate 22 % Annual obsolescence rate (pre-patent expiration) 95.0 % Annual obsolescence rate (post-patent expiration) 75.0 % Intangible assets - Trade Name Relief from royalty Discount rate 22 % Pre-tax royalty rate 1.0 % Accounts Receivable and Allowances for Credit Losses Accounts receivable consists of trade receivables recorded at invoiced amounts. Accounts receivable is presented net of any discounts and allowance for credit losses, is unsecured and does not bear interest. Accounts receivable 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 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, 2025 and December 31, 2024 , the allowance for credit losses related to accounts receivable was immaterial. Inventories Inventories are stated at the lower of cost (determined by the first -in, first -out method) or net realizable value. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. The Company reduces the carrying value of inventories for those items that are potentially in excess, obsolete or slow-moving based on changes in customer demand, technological developments or other economic factors. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Property and equipment are depreciated on a straight-line basis over their estimated useful lives as follows: Machinery and equipment 2 - 5 years Computer hardware and software 1 - 5 years LockeT animation video 3 years VIVO DEMO/Clinical Systems 1-5 years F- 11 Table of Contents The Company periodically reviews the residual values and estimated useful lives of each class of its property and equipment for ongoing reasonableness, considering the long-term views of their intended use and the level of planned improvements to maintain and enhance those assets. When assets are retired or otherwise disposed of, the cost and related accumulated 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 ("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 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 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 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 in the consolidated statements of operations in the period in which they occur. See Note 8, Royalties Payable, for additional information. F- 12 Table of Contents 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 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 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. 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 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 The Company evaluates equity or liability classification for freestanding financial instruments, including convertible preferred stock, warrants, and options, pursuant to the guidance under ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480” ). The Company classifies as liabilities all freestanding financial instruments that are (i) mandatorily redeemable, (ii) represent an obligation to repurchase the Company’s equity shares by transferring assets, or (iii) represent an unconditional obligation (or conditional obligation if the financial instrument is not an outstanding share) to issue a variable number of shares predominantly based on a fixed monetary amount, variations in something other than the fair value of the Company’s equity shares, or variations inversely related to changes in fair value of the Company’s equity shares. If a freestanding financial instrument does not represent an outstanding equity share and does not meet liability classification under ASC 480, the Company then assesses whether the freestanding financial instrument is indexed to its own stock and meets equity classification pursuant to ASC 815 - 40, Contracts in Entity’s Own Equity (“ASC 815 - 40” ). The Company further assesses whether the freestanding financial instruments should be classified as temporary equity. Freestanding financial instruments that are redeemable for cash or other assets at a fixed or determinable date, at the option of the holder, or upon the occurrence of an event are classified in temporary equity in accordance with ASC 480. Otherwise, the freestanding financial instruments are classified in permanent equity. 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 In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606” ), the Company accounts for contracts with customers when there is a legally enforceable contract, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. Revenue is measured as the amount of consideration expected to be received in exchange for transferring promised goods or services. The amount of consideration to be received and revenue recognized may vary due to discounts. A performance obligation is a promise in a contract to transfer a distinct good or service. If there are multiple performance obligations in the customer contract, the Company allocates the transaction price in the contract to each performance obligation based on the relative standalone selling price. The Company does not adjust revenue for the effects of a significant financing component for contracts if the period between the transfer of control and corresponding payment is expected to be one year or less. Revenue is recognized when performance obligations in the customer contract are satisfied. This generally occurs when the customer obtains control of a promised good at a point in time or when a customer receives a promised service over time. Pursuant to ASC 606, the Company applies the following five steps to each customer contract: F- 13 Table of Contents Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the Company satisfies a performance obligation 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. VIVO System The VIVO System offers 3D cardiac mapping to help localize the sites of origin of idiopathic ventricular arrhythmias in patients with structurally normal hearts prior to electrophysiology studies. Customers are provided with VIVO Positioning Patch Sets, which are custom patches, that are used in conjunction with the VIVO System. The VIVO Positioning Patch Sets are integral to the functionality of the VIVO System. The VIVO System, including the VIVO Positioning Patch Sets, represents the Company’s primary performance obligation. The Company recognizes revenue when physical possession and control of the VIVO System is transferred to the customer upon delivery. The Company also offers customers software upgrades for the VIVO System, which may be purchased and paid in advance at contract inception. Software upgrades represent stand-ready services, whereby the Company promises to provide software upgrades to the customer when and as upgrades are available. Software upgrade services may be offered for initial contract terms of one to multiple years. Customers have the option to renew software upgrades services at the end of each term. The software upgrade services represent the Company's second performance obligation, which is recognized evenly over time over the contract term. The Company invoices the customer for the VIVO System and related software upgrades after physical possession and control of the VIVO System has been transferred to the customer. Subsequent renewals for software upgrades are invoiced at inception of the renewed term. The timing of payment for the corresponding invoices depends on the credit terms identified in each customer contract. 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 LockeT was launched by the Company in February 2023 and is a suture retention device indicated for wound healing by distributing suture tension over a larger area in the patient in conjunction with a figure of eight suture closure. LockeT is intended to temporarily secure sutures and aid clinicians in locating and removing sutures efficiently. The LockeT device represents a performance obligation in the customer contract. The Company recognizes revenue when it transfers control of the LockeT device to the customer, which happens when the Company delivers the product to the customer. Disaggregation of Revenue The following table summarizes disaggregated product sales by geographic area (in thousands): For the Year Ended December 31, 2025 2024 Product sales US $ 655 $ 278 Europe 164 142 Total product sales $ 819 $ 420 F- 14 Table of Contents Shipping and Handling Costs Shipping and handling costs charged to customers are included in net product sales, while all other shipping and handling costs are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. Advertising and Marketing Advertising costs are expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of operations. Advertising costs were $ 171 thousand and $ 170 thousand during the years ended December 31, 2025 and 2024 , respectively . Patents The Company expenses patent costs, including related legal costs, as incurred and records such costs as selling, general and administrative expenses in the accompanying consolidated statements of operations. Research and Development Major components of research and development costs include consulting, research grants, supplies, salaries and benefits, and clinical trial expenses. Research and development expenses are charged to operations in the period incurred. Stock-based Compensation The Company recognizes stock-based compensation expense associated with stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) issued to employees, members of the Company’s board of directors and consultants in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718” ). The Company evaluates whether stock-based awards should be classified and accounted for as liability or equity awards on the date of grant. Furthermore, the Company measures all stock-based awards granted based on 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. Stock-based compensation expense for stock-based awards with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not probable or is not met, no stock-based compensation expense is recognized, and any previously recognized compensation expense is reversed. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company accounts for uncertainty in income taxes using a two -step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining whether it is more likely than not that the position will be sustained on an audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. An uncertain tax position is considered effectively settled on completion of an examination by a taxing authority if certain other conditions are satisfied. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense and other expense, respectively. 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. F- 15 Table of Contents 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 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 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 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 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, 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. 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. Note 3. Inventories Inventories consisted of the following (in thousands): December 31, 2025 2024 Raw materials $ 37 $ 18 Finished goods 49 15 Inventories $ 86 $ 33 There were no charges for inventory obsolescence or allowance recorded for the years ended December 31, 2025 and 2024 . F- 16 Table of Contents Note 4. Property and Equipment Property and equipment, net consisted of the following (in thousands): December 31, 2025 2024 Machinery and equipment $ 36 $ 29 Computer hardware and software 42 29 LockeT animation video 29 29 VIVO DEMO/Clinical Systems 126 101 Property and equipment, gross 233 188 Accumulated depreciation ( 169 ) ( 97 ) Property and equipment, net $ 64 $ 91 Depreciation expense was $ 72 thousand and $ 65 thousand for the years ended December 31, 2025 and 2024 , respectively. Note 5. 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): Estimated Useful Life Gross Carrying Accumulated Net Carrying ( Years) Amount Amortization Value Developed technology ‐ VIVO 15 $ 170 $ — $ 170 Developed technology ‐ LockeT 14 18,770 ( 4,022 ) 14,748 Customer relationships 6 62 ( 31 ) 31 Trademarks/trade names ‐ VIVO 9 14 — 14 Trademarks/trade names ‐ LockeT 9 409 ( 136 ) 273 $ 19,425 $ ( 4,189 ) $ 15,236 The following table summarizes the Company’s intangible assets as of December 31, 2024 (in thousands): Estimated Useful Life Gross Carrying Accumulated Net Carrying ( Years) Amount Amortization Value Developed technology ‐ VIVO 15 $ 8,244 $ ( 1,099 ) $ 7,145 Developed technology ‐ LockeT 14 18,770 ( 2,681 ) 16,089 Customer relationships 6 62 ( 21 ) 41 Trademarks/trade names ‐ VIVO 9 876 ( 195 ) 681 Trademarks/trade names ‐ LockeT 9 409 ( 91 ) 318 $ 28,361 $ ( 4,087 ) $ 24,274 The estimated future amortization expense for the next five years and thereafter is as follows (in thousands): Future Amortization Years ending December 31, Expense 2026 $ 1,413 2027 1,413 2028 1,413 2029 1,403 2030 1,403 Thereafter 8,191 Total $ 15,236 F- 17 Table of Contents The Company uses the straight-line method to determine amortization expense for its definite lived intangible assets. Amortization expense, included within selling, general and administrative expenses 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. Note 6. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2025 2024 Legal expenses $ 135 $ 81 Offering costs 1,356 1,356 Compensation and related benefits 75 35 Other accrued expenses 131 76 Accrued expenses $ 1,697 $ 1,548 F- 18 Table of Contents Note 7. Notes Payable 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 $ 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. The interest rate on the loan is 11.34 %. Interest expense on this loan was $ 1 thousand for the year ended December 31, 2025 . 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”) On May 30, 2024, David A. Jenkins loaned $ 500,000 to the Company in exchange for a short-term promissory note. On June 25, 2024, an entity controlled by Mr. Jenkins, 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 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. As part of the amendment, the Company paid down all accrued interest to date of $ 21 thousand. The amendment was accounted for as a debt modification in accordance with ASC 470 - 50, Debt Modifications and Extinguishment (“ASC 470 - 50” ). Since the modified terms and conditions were not substantially different from the prior terms and conditions, the Company accounted for the debt modification as a continuation of the original debt instrument. The Company further concluded that the debt modification did not result in any adjustments to the carrying value of the Related Party Notes. 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. and Mr. Jenkins to January 31, 2029. As part of the second amendment, the Company issued 170,000 Series M Warrants to FatBoy Capital L.P. and Mr. 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 $ 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): December 31, 2025 2026 $ — 2027 — 2028 2,000 2029 1,000 Total principal $ 3,000 Plus: accrued interest 39 Plus: premium 248 Less: discount ( 209 ) Total $ 3,078 Note 8. Royalties Payable LockeT Royalty 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. 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 During 2006 and 2007, Old Catheter entered into two investment grant agreements with a non-profit foundation for the purpose of funding the initial development of Old Catheter's AMIGO System, receiving a total of $ 1.6 million from the foundation. The agreement calls for the payment of the following sales-based royalties by Old Catheter to the foundation upon successful commercialization of the AMIGO System (in thousands, except for percentages): Until Royalty Payment Royalty Percentage Reaches a Total of 4% $ 1,589 2% $ 3,179 1% In perpetuity F- 19 Table of Contents The Company is not actively marketing and selling the AMIGO System, such that there was no royalty expense recorded for the years ended December 31, 2025 and 2024 in relation to the AMIGO System. Note 9. Leases The Company determines if an arrangement contains a lease at contract inception based on its ability to control a physically distinct asset in exchange for consideration. If the arrangement contains a lease, the Company then determines the classification of the lease as either operating or finance. For the years ended December 31, 2025 and 2024 , the Company only had operating leases. For operating leases, right-of-use (“ROU”) assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The present values of future lease payments are discounted using the interest rate implicit in the lease if it is readily determinable. As most leases do not provide an implicit rate, the Company applies an incremental borrowing rate based on the information available at commencement date to determine the present value of future lease payments over the lease term. The Company benchmarked itself against other companies with similar credit ratings and of comparable quality to derive an incremental borrowing rate. Lease expense is recognized on a straight-line basis over the lease term in the consolidated statements of operations. The Company elected to utilize the short-term lease exemption to exclude recognition of ROU assets and lease liabilities from the 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. The Company monitors its plans to renew its material lease each reporting period. The Company enters into contracts that contain both lease and non-lease components. Non-lease components include costs that do not provide a right-to-use a leased asset but instead provide a service such as maintenance costs. The Company has elected to account for the lease and non-lease components together as a single component for all classes of underlying assets. Variable costs associated with the lease, such as maintenance and utilities, are not included in the measurement of ROU assets and liabilities. Variable costs are expensed when the events determining the amount of variable consideration to be paid have occurred. South Carolina Office Lease Agreement On September 27, 2022, Old Catheter entered into a lease agreement for office space located in Fort Mill, South Carolina. The space is used for office and general use. The lease term began on October 1, 2022 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 On December 7, 2022, Old Catheter entered into a lease agreement for office space located in Augusta, New Jersey. The space is used for office and general use. The lease term began on January 1, 2023 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. 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 On March 19, 2023, the Company entered into a lease agreement for office space located in Park City, Utah. The space is used for office and general use. The lease term began on May 1, 2023 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, 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 . F- 20 Table of Contents 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 December 31, 2025 2024 Operating lease expense $ 104 $ 108 Cash paid for leases $ 103 $ 104 December 31, 2025 2024 Weighted average remaining lease term (in years) - operating leases 2.67 1.12 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): Years ending December 31: Operating Leases 2026 $ 76 2027 64 2028 48 Total minimum lease payments 188 Less effects of discounting ( 24 ) Present value of future minimum lease payments $ 164 Operating lease right-of-use assets and lease liabilities were recorded in the consolidated balance sheets as follows (in thousands): December 31, 2025 2024 Operating lease right-of-use assets, net $ 162 $ 105 Current portion of operating lease liabilities $ 63 $ 98 Operating lease liabilities 101 13 Total operating lease liabilities $ 164 $ 111 F- 21 Table of Contents Note 10. Net Loss per Share 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. 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: December 31, 2025 2024 Warrants for common stock 1,418,943 870,500 Employee stock options 149,993 5,016 Series B Convertible Preferred Stock 335,213 — Series J Convertible Preferred Stock 6,083,005 — Series X Convertible Preferred Stock — 66,580 Convertible notes payable 733,134 — 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. F- 22 Table of Contents Note 11. Equity Offerings September 2024 Public Offering On August 30, 2024, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc. 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 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 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 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”). Similarly, a holder of the Pre-Funded Warrants has a Beneficial Ownership Limitation of 9.99 %. At the holder’s option, the holder of the Series Warrants may increase the beneficial ownership limitation to 19.99 % of the shares of common stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company. The Representative Warrants 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. The Company assessed the Series Warrants, Pre-Funded Warrants, and Representative Warrants issued in connection with the September 2024 Public Offering (collectively, the “September 2024 Warrants”) and determined that they do not require liability classification pursuant to ASC 480. Furthermore, the September 2024 Warrants do not have any net cash settlement provisions that would preclude equity classification under ASC 815 - 40. Accordingly, the September 2024 Warrants were recorded to additional paid-in capital in the consolidated balance sheets. All 145,943 Pre-Funded Warrants issued in the September 2024 Public Offering were exercised during 2024. F- 23 Table of Contents 2024 Warrant Inducement Offer 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. The 2024 Existing Warrants had exercise prices ranging from $ 19.00 to $ 760.00 per share of common stock. Following the closing of the 2024 Warrant Inducement Offer, the Holders immediately exercised an aggregate of (i) 1,745 Series E Warrants, (ii) 26,311 Series F Warrants, (iii) 26,311 Series G Warrants, (iv) 104,737 Series H Warrants, and (v) 122,368 Series I Warrants to purchase 281,470 shares of common stock at a reduced exercise price of $ 13.30 per share. The Company received aggregate gross proceeds of $ 3.7 million in cash, prior to deducting placement agent fees and offering expense of $ 0.4 million. In consideration for the immediate exercise of the 2024 Existing Warrants for cash, the Company issued unregistered new Series K common stock purchase warrants (“Series K Warrants”) to purchase up to 562,945 shares of common stock. 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. In connection with the closing, the Company issued Placement Agent Warrants to the Placement Agent to purchase up to 16,888 shares of common stock on the same terms as the Series K Warrants, except that the exercise price is $ 20.62 per share and the warrants are exercisable six months after the date of issuance. As a result of the 2024 Warrant Inducement Offer, the Company recorded a deemed dividend for the modification of the 2024 Existing Warrants and issuance of the Series K Warrants of $ 5.2 million for the year ended December 31, 2024. 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. 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 (the "Abeyance Shares"). 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 . F- 24 Table of Contents 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. As of December 31, 2025 , 887,852 shares of common stock have been sold under the ATM Agreement for gross proceeds of $ 4.0 million before deduction of commission and offering expenses of $ 0.3 million. 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. and Mr. Jenkins. 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. F- 25 Table of Contents Warrants The following table presents the number of common stock warrants outstanding: Warrants outstanding, December 31, 2024 1,033,447 Issued 579,098 Exercised ( 162,947 ) Expired ( 30,655 ) Warrants outstanding, December 31, 2025 1,418,943 As of December 31, 2025 and December 31, 2024 , all warrants outstanding are recorded in additional paid-in capital in the consolidated balance sheets. The following table presents the number and type of common stock purchase warrants outstanding, their exercise price, and expiration dates as of December 31, 2025 : Warrants Warrant Type Outstanding Exercise Price Expiration Date August 2021 Pharos Banker Warrants 7 $ 28,405.00 8/16/2026 February 2022 Series B Warrants 2,061 $ 2,660.00 2/4/2029 July 2022 Series C Warrants 1,495 $ 2,660.00 7/22/2027 September 2024 Series I Warrants 56,784 $ 13.30 3/3/2026 September 2024 Series J Warrants 188,363 $ 19.00 9/3/2029 September 2024 Representative Warrants 11,302 $ 29.45 8/29/2029 October 2024 Series K Warrants 562,945 $ 13.30 7/13/2030 October 2024 Placement Agent Warrants 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 ** 1,418,943 **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 . F- 26 Table of Contents 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 and December 31, 2024 . Additionally, the agreement called for the issuance of warrants with the following terms: Number of shares Exercise Price Expiration 174 $ 5,937.50 5 years 163 $ 3,325.00 5 years Note 12. Preferred Stock 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. 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. 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 12,656 66,580 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 On January 9, 2023, the Company entered into a Securities Purchase Agreement for a Private Placement with the Investor. Pursuant to the Securities Purchase Agreement, shares of Series A Convertible Preferred Stock were issued, the conversion of which was approved at the Stockholders’ Meeting. After the final conversion on July 23, 2024, the Company had no shares of Series A Convertible Preferred Stock outstanding. The Series A Convertible Preferred Stock converted into common stock at the option of the holder at the Preferred Conversion Rate, subject to certain ownership limitations as described below. The conversion price was subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. Subject to limited exceptions, holders of shares of Series A Convertible Preferred Stock did not have the right to convert any portion of their Series A Convertible Preferred Stock if the holder, together with its affiliates, would beneficially own in excess of 9.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion. Holders of Series A Convertible Preferred Stock were entitled to receive dividends on shares of Series A Convertible Preferred Stock equal, on an as-if-converted-to-common stock basis, and in the same form as dividends actually paid on shares of the common stock. Except as otherwise required by law, the Series A Convertible Preferred Stock did not have voting rights. The Company also entered into a registration rights agreement with the purchasers requiring the Company to register for resale the shares of common stock issuable upon the conversion of the Series A Convertible Preferred Stock. Those shares of common stock were registered for resale on an effective registration statement on Form S- 1. F- 27 Table of Contents All of the Series A Convertible Preferred Stock were converted as follows: Date of Conversion Series A Shares Converted Common Shares Issued July 5, 2023 1,750 5,755 July 24, 2023 875 2,877 January 24, 2024 875 2,877 July 1, 2024 1,303 4,285 July 11, 2024 1,000 3,288 July 22, 2024 1,000 3,289 July 23, 2024 400 1,315 Each share of Series A Convertible Preferred Stock was convertible into approximately 3.29 shares of common stock. The common stock was issued pursuant to the exemption contained in Section 3 (a)( 9 ) of the Securities Act of 1933, as amended (the “Act”), which applies to transactions in which a security is exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. The shares issued have been registered for resale on an effective registration statement on Form S- 1. As of December 31, 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”). 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. 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 771 115,913 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”). 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. 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. F- 28 Table of Contents Note 13. Stock-Based Compensation 2018 Equity Incentive Plan 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 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 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 (the "Committee"), while grants to non-employee directors vest as determined by the Committee. As of December 31, 2025 and December 31, 2024 , 194,520 and 48,790 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. 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 . F- 29 Table of Contents 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 December 31, 2025 2024 Risk-free interest rate 4.29 - 4.55 % 4.01 - 4.65 % Volatility 97.40 - 100 % 175.36 - 214.61 % Expected dividend yield 0 % 0 % Expected life (in years) 5.5 - 6.5 6.5 Options with Performance-Based Vesting Conditions For the Year Ended December 31, 2025 2024 Risk-free interest rate 4.55 % — Volatility 98.00 - 98.40 % — Expected dividend yield 0 % — Expected life (in years) 5.3 - 5.5 — The following is a summary of stock option activity for the 2023 Plan options for the year ended December 31, 2025 : Weighted Weighted Average Average Aggregate Stock Exercise Remaining Intrinsic Value Options Price Life (in thousands) Outstanding at December 31, 2024 3,701 $ 88.72 8.38 $ — Options exercised — — — — Options granted 160,360 6.34 — — Cancelled/forfeited ( 40,383 ) 8.59 — — Outstanding at December 31, 2025 123,678 $ 8.07 9.29 $ — Vested and expected to vest at December 31, 2025 123,678 $ 8.07 9.29 $ — Exercisable at December 31, 2025 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 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 December 31, 2025 2024 Risk-free interest rate 4.62 % 4.63 % Volatility 97.00 % 211.61 % Expected dividend yield 0 % 0 % Expected life (in years) 5.8 6.5 The following is a summary of stock option activity for the Non-Plan options for the year ended December 31, 2025 : Weighted Weighted Average Average Aggregate Stock Exercise Remaining Intrinsic Value Options Price Life (in thousands) Outstanding at December 31, 2024 1,315 $ 101.10 9.33 $ — Options exercised — — — — Options granted 26,315 10.07 — — Cancelled/forfeited ( 1,315 ) 101.10 — — Outstanding at December 31, 2025 26,315 $ 10.07 9.02 $ — Vested and expected to vest at December 31, 2025 26,315 $ 10.07 9.02 $ — Exercisable at December 31, 2025 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 A summary of the restricted stock award activity for the year ended December 31, 2025 is presented below. Weighted Average Restricted Grant Date Stock Awards Fair Value Outstanding at December 31, 2024 — $ — Granted 17,263 4.46 Vested ( 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 Stock options (Non-Plan Options) $ 140 2.0 Stock options (2023 Plan Options) $ 537 3.2 Restricted stock awards $ — — F- 30 Table of Contents Note 14. 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. Jenkins. 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. Note 15. Income Taxes The significant components of the federal and state income tax provision consists of (in thousands): For the Year Ended December 31, 2025 2024 Current income tax provision (benefit) Federal $ — $ — State — — — — Deferred income tax provision (benefit) Federal ( 1,843 ) 3,050 State 33 91 ( 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 Amount Percent U.S. 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 739 3.8 % Changes in valuation allowances 2,076 10.6 % Nontaxable or nondeductible items Royalty mark to market ( 1,199 ) ( 6.1 )% Loss on debt extinguishment 685 3.5 % Other 16 0.1 % Other adjustments Section 382 NOL limitation adjustment 675 3.5 % Income tax provision (benefit) $ ( 1,810 ) ( 9.3 )% Effective tax rate ( 9.3 )% * 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 U.S. federal statutory rate ( 21.0 )% Section 382 NOL limitation 75.7 % Nondeductible expenses 0.1 % State income taxes, net of federal benefits 33.8 % Stock-based compensation 0.3 % Royalty mark to market 3.5 % Change in valuation allowance ( 70.7 )% Other 1.6 % Effective tax rate 23.3 % 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. The tax effects of significant components of the Company’s deferred tax assets (liabilities) are as follows (in thousands): December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 14,834 $ 12,358 Stock-based compensation 43 15 Capitalized research and development 1,276 896 Intangible assets 35 41 Operating lease liabilities 41 25 Accrued compensation 11 5 Other accruals 1 3 Fixed asset basis 9 3 Total gross deferred tax assets 16,250 13,346 Deferred tax liabilities: Operating lease right-of-use assets ( 40 ) ( 24 ) Intangible assets ( 3,768 ) ( 5,506 ) Total gross deferred tax liabilities ( 3,808 ) ( 5,530 ) Valuation allowance ( 13,773 ) ( 10,957 ) Net deferred tax liability $ ( 1,331 ) $ ( 3,141 ) 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. Use of these NOL carryforwards may be significantly limited under the tax rules regarding the use of losses following an ownership change under Internal Revenue Code (“IRC”) Section 382. The Company experienced a change in control during 2024 and 2025. 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, $ 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. However, in the event that the Company determines that it would be able to realize more or less than the recorded amount of net deferred tax assets, an adjustment to the deferred tax asset valuation allowance would be recorded in the period such a determination is made. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than- not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax planning strategies in making this assessment. Based upon the levels of historical taxable income, projections of future taxable income and the reversal of deferred tax liabilities over the periods in which the deferred tax assets are deductible, management believes it is more-likely-than- not that the Company will not realize the benefits of these deductible differences, net of the existing valuation allowance. The amount of deferred tax asset considered realizable, however, could change in the near term if estimates which require significant judgment of future taxable income during the carryforward period are increased or decreased. The valuation allowance 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. The Company files income tax returns as prescribed by tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. The Company has no open income tax audits with any taxing authority as of December 31, 2025. The Company is still subject to income tax examinations by U.S. federal and state tax authorities for the years 2021 through 2025. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses were generated and carried forward, and make adjustments up to the amount of the net operating loss carryforward amount. Note 16. Commitments and Contingencies In the normal course of business, the Company is at times subject to pending and threatened legal actions. In management’s opinion, any potential loss resulting from the resolution of these matters will not have a material effect on the results of operations, financial position or cash flows of the Company. As of December 31, 2025 , the Company had no outstanding litigation. Note 17. 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 ("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. Jenkins and his affiliates also received royalty rights equal to approximately 12 % of the net sales, if any, of LockeT, commencing upon the first commercial sale and through December 31, 2035. The Company entered into an additional royalty agreement for the LockeT device with Auston Locke, who is the son of Robert Locke, VP of Product Development. Under this agreement, the Company will pay a 5 % royalty rate on net sales up to $ 1 million in cumulative royalties. 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. 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. Jenkins and his affiliates received 1,325.838 shares of Series X Convertible Preferred Stock in the Merger, and Mr. Jenkins’ adult children received 1,284.344 shares of Series X Convertible Preferred Stock in the Merger, all in exchange for their equity interests in Old Catheter in accordance with the Merger exchange ratio. 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. F- 31 Table of Contents Mr. 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 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. Ms. 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”). These Related Party Notes had a maturity date of August 30, 2024 and interest rates of 8 % per annum. On August 23, 2024, the Notes were amended to extend the maturity date to January 31, 2026 and increase the interest rate to 12 % per annum effective August 31, 2024. 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. and Mr. 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. and Mr. 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 as of December 31, 2025 are summarized in the following table (in thousands): Related Party Issuance Date Principal Amount Premium Interest Accrued David Jenkins 5/30/2024 $ 500 $ 82 $ — FatBoy Capital, L.P. 6/25/2024 $ 150 $ 26 $ — FatBoy Capital, L.P. 7/1/2024 $ 250 $ 41 $ — FatBoy Capital, L.P. 7/18/2024 $ 100 $ 17 $ — Jenkins Family Charitable Institute 7/25/2024 $ 500 $ 82 $ — David Jenkins 7/11/2025 $ 150 $ — $ 3 Lifestim, Inc. 7/11/2025 $ 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; 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; and 26,316 Series J Warrants with an exercise price of $ 19.00 per share that expire on September 3, 2029. On October 28, 2024, the Jenkins Family Charitable Institute exercised all 12,368 pre funded warrants and received 12,368 shares of common stock of the Company. 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. Jenkins. 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. Jenkins. Note 18. Subsequent Events 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. 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. 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. 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 $ 1.9 million per closing. 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. 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. F-32