What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-18 compared with 2025-11-13 · 806 added, 521 removed, 850 unchanged (61% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Cash and cash equivalents

$ 1,075 $ 2,873

Trading debt securities

Accounts receivable, net

3 unchanged sentences

Operating lease right-of-use assets, net

Other non-current assets

Intangible assets, net

22,295 15,236

Other non-current assets

$ 35,085 $ 15,860

4 unchanged sentences

Accrued expenses

Short-term notes payable

Current portion of notes payable due to related parties

Deferred revenue

Short-term notes payable, net of discount

Convertible notes payable, at fair value

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

Deferred consideration

Current portion of royalties payable due to related parties

5 unchanged sentences

Notes payable due to related parties

Notes payable

Deferred tax liability

Total liabilities

19,024 16,013

Commitments and Contingencies (see Note 17)

1 unchanged sentence

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 September 30, 2025 and December 31, 2024

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

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

1,632 and 2,229 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Series C-1 Convertible Preferred Stock, $ 0.0001 par value, 3,687 shares designated;

3,470 and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

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

9,490 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

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

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

0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

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

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

2,692,473 and 1,738,955 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

4 unchanged sentences

Non-controlling interest

( 412 ) ( 403 )

Total stockholders' equity

5 unchanged sentences

(in thousands, except per share data)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

$ 226 $ 96 $ 581 $ 271

For the Three Months Ended March 31,

Product revenue

Service revenue, net

Total revenues, net

Cost of revenues:

208 86 538 240

Cost of product revenue

Cost of service revenue

Total cost of revenues

Operating expenses

Selling, general and administrative

2,953 2,882 9,319 8,251

Research and development

276 63 534 181

Acquired in-process research and development

Total operating expenses

3,229 2,945 11,820 8,432

Operating loss

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

Other income (expenses), net

Other income (expense), net

Interest income

Interest expense

( 35 ) — ( 61 ) ( 4 )

Interest expense due to related parties

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

Change in fair value of royalties payable due to related parties

726 ( 1,233 ) ( 2,104 ) ( 2,823 )

Change in fair value of trading debt securities

Change in fair value of minority equity interest

Change in fair value of deferred consideration

Other expenses, net

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

Total other income (expenses), net

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

Loss from operations before income tax benefit (provision)

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

Income tax benefit (provision)

( 78 ) — 1,596 —

( 2,344 ) ( 4,120 ) ( 11,847 ) ( 11,015 )

Total other income (expense), net

Loss from operations before income tax benefit

Income tax benefit

Net loss attributable to non-controlling interest

( 93 ) — ( 442 ) —

Net loss attributable to Catheter Precision, Inc.

$ ( 2,251 ) $ ( 4,120 ) $ ( 11,405 ) $ ( 11,015 )

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

$ ( 1.70 ) $ ( 38.17 ) $ ( 13.02 ) $ ( 176.27 )

Deemed dividend on warrant inducement offer

Net loss attributable to Catheter Precision, Inc.

common stockholders

Net loss per share attributable to Catheter Precision, Inc.

common stockholders, basic and diluted

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

1,320,554 107,952 875,627

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands, except share data)

Series A Convertible Preferred Stock

Series B Convertible Preferred Stock

Series C-1 Convertible Preferred Stock

Series J Convertible Preferred Stock

Series X Convertible Preferred Stock

5 unchanged sentences

Balance at December 31, 2025

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

Stock-based compensation

— — — — — — — — 91 — 91 — 91

Issuance of common stock for vested restricted stock awards

— — — — — — 2,631 — — — — — —

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

— — — — — — 14,473 — 113 — 113 — 113

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

— — — — — — 49,421 — — — — — —

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

Balance at March 31, 2025

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

Stock-based compensation

— — — — — — — — 98 — 98 — 98

Issuance of common stock for vested restricted stock awards

— — — — — — 2,632 — — — — — —

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

— — — — — — 52,631 — 280 — 280 — 280

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

— — — — — — 113,526 — — — — — —

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

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

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

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

Issuance of common stock and other equity-classified contracts (see Note 12)

Issuance of common stock upon exercise of warrants (see Note 12)

Conversion of preferred stock

— — ( 771 ) — — — 115,913 — — — — — —

Issuance of VIE shares to non-controlling interest

— — — — — — — — — — — 109 109

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

Balance at June 30, 2025

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

Stock-based compensation

— — — — — — — — 70 — 70 — 70

Issuance of common stock for vested restricted stock awards

— — — — — — 6,000 — — — — — —

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

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

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

Balance at September 30, 2025

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

Series A Convertible Preferred Stock

Balance at March 31, 2026

Series B Convertible Preferred Stock

Series C-1 Convertible Preferred Stock

Series J Convertible Preferred Stock

Series X Convertible Preferred Stock

5 unchanged sentences

Balance at December 31, 2024

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

Stock-based compensation

— — — — — — — — 6 — 6 — 6

Conversion of Series A Convertible Preferred Stock

( 875 ) — — — — — 2,877 — — — — — —

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

Issuance of common stock for vested restricted stock awards

Issuance of common stock for asset acquisition (see Note 15)

Issuance of common stock upon release of Prepaid Series Warrants (see Note 12)

Balance at March 31, 2025

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

Stock-based compensation

— — — — — — — — 13 — 13 — 13

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

Balance at June 30, 2024

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

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

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

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

— — — — — — 87,261 — — — — — —

Conversion of Series A Convertible Preferred Stock

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

Stock-based compensation

— — — — — — — — 17 — 17 — 17

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

Balance at September 30, 2024

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

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

3 unchanged sentences

Stock-based compensation

Amortization of operating right-of-use assets

Change in fair value of minority equity interest

Change in fair value of deferred consideration

Change in fair value of royalties payable due to related parties

Change in fair value of trading debt securities

Deferred income tax benefit

Deferred income tax provision (benefit)

( 174 ) ( 724 )

Acquired in-process research and development

Amortization of discount on note payable

Accretion of discount on note payable

Changes in operating assets and liabilities:

Accounts receivable

( 105 ) ( 16 )

Prepaid expenses and other current assets

Operating lease right-of-use assets and lease liabilities

( 97 ) ( 25 )

Current portion of royalties payable due to related parties

( 42 ) ( 11 )

Accounts payable

Accrued expenses

Deferred revenue

Interest payable due to related parties

3 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of acquired in-process research and development

Consideration paid for acquired in-process research and development

Purchases of property and equipment

( 17 ) ( 67 )

Acquisition, net of cash acquired

Net cash used in investing activities

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES:

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

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

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

Proceeds from notes payable due to related parties

Payments on notes payable

Proceeds from issuance of common stock and equity-classified contracts, net of issuance costs

Proceeds from exercise of warrants (see Note 12)

Payments on short-term notes payable

( 499 ) ( 75 )

Proceeds from notes payable

Net cash provided by financing activities

Net cash provided by (used in) financing activities

NET CHANGE IN CASH AND CASH EQUIVALENTS

2 unchanged sentences

CASH AND CASH EQUIVALENTS, end of period.

$ 1,075 $ 1,268

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

1 unchanged sentence

SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES

Property and equipment reclassified from inventories

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

Deemed dividend on warrant inducement offer

Fair value of common stock issued in connection with asset acquisitions

Consideration for asset acquisition included in accounts payable

Consideration for asset acquisition included in non-controlling interest

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

Fair value of deferred consideration payable for initial minority equity interest

Acquisition date fair value of previously held minority equity interest of step acquiree

Fair value of deferred consideration payable in connection with acquisition

Short-term note payable issued in connection with acquisition

Property and equipment included in accrued expenses

Property and equipment reclassified from inventories

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

8 unchanged sentences

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

The Company’s current 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”).

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

On February 6, 2026, 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.

On March 9, 2026, the Company entered into an Acquisition Purchase Agreement with Creatd, Inc.

("Creatd") and acquired the remaining 80.02 % of the issued and outstanding shares of common stock of FLYTE and all of FLYTE’s wholly owned consolidated subsidiaries, which included 100 % equity ownership interest in Ponderosa Air, LLC.

As a result of these transactions, the Company owns 100% of the issued and outstanding common stock of FLYTE common stock and its wholly owned consolidated subsidiaries.

FLYTE and all of its wholly owned consolidated subsidiaries operate as a single business.

After the Acquisition, the Company's operations are organized and managed under two reportable segments:

(i) cardiac electrophysiology and (ii) private aviation.

Cardiac Electrophysiology Segment

One of the Company’s two primary products under the cardiac electrophysiology segment 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.

12 unchanged sentences

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

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

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

Research and development activities 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.

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

Private Aviation Segment

Through its wholly owned subsidiary, the Company operates a private aviation platform supported by a mobile application that facilitates access to private air travel at competitive price points.

The Company offers regional and long-range private jet charter services throughout the United States through a combination of leased aircraft and third -party operator relationships.

Customers are able to book flights directly or place bids on available empty-leg flights in real time.

The Company is also developing a local and regional air-taxi service intended to expand access to private aviation for middle-market travelers by offering shorter-distance flights at lower price points relative to traditional charter services, and has begun the regulatory approval process to operate in Canada, Mexico and the Caribbean.

Reverse Stock Split

3 unchanged sentences

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.

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 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.

8 unchanged sentences

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

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

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

For the three months ended March 31, 2026 , the Company incurred $ 1.7 million in net losses and used $ 2.8 million in cash for operating activities.

As of March 31, 2026 , the Company had an accumulated deficit of $ 311.2 million, working capital deficit of $ 18.5 million, and cash and cash equivalents of $ 0.4 million.

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

The Company needs to raise additional capital until it is able to generate revenues from operations sufficient to fund its research, development, and commercial operations.

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

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

Each PIPE Unit consisted of (i) one share of Series B Convertible Preferred Stock and (ii) Series L Warrants to purchase approximately 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 September 30, 2025 , issued 868,582 shares of common stock under the ATM Agreement in exchange for gross proceeds of $ 4.0 million before deduction of commissions and offering expenses of $ 0.3 million.

Management estimates that based on the Company’s liquidity resources and currently anticipated expenses, if it is unable to secure additional financing it will be unable to fund planned expenditures and meet obligations through the end of the fourth quarter 2025, and there is substantial doubt about the Company’s ability to continue as a going concern within 12 months from the date of issuance of the unaudited condensed consolidated financial statements.

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) 1,617 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, net of $ 0.2 million in issuance costs.

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, 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, net of $ 0.1 million in issuance costs.

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.

On April 21, 2026, pursuant to the Securities Purchase Agreements dated February 6, 2026 and March 9, 2026, the Company issued an aggregate of 3,470 shares of the Company’s newly designated Series C- 2 Convertible Preferred Stock, par value $ 0.0001 per share and stated value of $ 1,000 per share for aggregate gross proceeds of $ 3.5 million, and net proceeds of approximately $ 3.2 million after deducting transaction costs of approximately $ 0.3 million.

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

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

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

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

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

2 unchanged sentences

Principles of Consolidation

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

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

All intercompany transactions have been eliminated in consolidation.

9 unchanged sentences

The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10 -K for the year ended December 31, 2025 , as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026.

Reclassifications

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

These reclassifications had

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

In the current period, the Company separately discloses amortization of operating right-of-use assets in the condensed consolidated statements of cash flows.

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

Use of Estimates

1 unchanged sentence

Actual results could differ from those estimates.

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

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

Concentrations of Credit Risk

The Company's financial instruments held during the nine month periods ended September 30, 2024 and September 30, 2025 that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

The Company's financial instruments held during the three months ended March 31, 2026 and 2025 that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

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

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

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

3 unchanged sentences

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

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

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

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

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

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

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

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

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

The Company had four customers that individually accounted for 10% or more of total revenues included in the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 , respectively.

Four customers represented 12 %, 10 %, 10 %, and 10 % of total revenues for the three months ended March 31, 2026 and three customers represented 42 %, 18 %, and 10 % of total revenues for the three months ended March 31, 2025

The Company had three and five customers that individually accounted for more than 10% of total accounts receivable included in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 , respectively.

Three customers represented 17 %, 15 % and 12 % of accounts receivable as of March 31, 2026 .

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

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

2 unchanged sentences

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

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

In the current period, the Company (i) separately discloses interest expense due to related parties in the condensed consolidated statements of operations.

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

Segment Reporting

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

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

The determination of a single reportable segment is consistent with the condensed 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 condensed consolidated net loss reported on the condensed 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 condensed 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 Three Months Ended

For the Nine Months Ended

September 30,

Following the acquisition of FLYTE, the Company determined that it operates in two reportable segments:

(i) cardiac electrophysiology and (ii) private aviation.

The Company’s cardiac electrophysiology segment 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 the cardiac electrophysiology products are organized by geographic region and product, all of these activities are supported by a single corporate team and distribution channel.

The Company’s private aviation segment includes all activities related to the marketing, sales, and delivery of private aviation services to customers through FLYTE.

All of its operations are centrally managed within the United States by a single corporate team.

The determination of two reportable segments is consistent with the condensed 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 net loss for each reportable segment, for purposes of assessing performance, making operating decisions, allocating resources and planning and forecasting for future periods.

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

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

For the Three Months Ended March 31,

Cardiac Electrophysiology

Private Aviation

Product revenue

$ 73 $ — $ 73 $ 15

175 — 175 128

Total product revenues

248 — 248 143

Service revenue, net

Total service revenues, net

Total revenues

248 184 432 143

Cost of revenues:

Cost of product revenue

Cost of service revenues

Total cost of revenues

Acquired in-process research and development expense

11 unchanged sentences

Interest expense

103 16 119 49

Change in fair value of royalties payable due to related parties

Change in fair value of minority equity interest

2,302 — 2,302 —

Change in fair value of trading debt securities

Change in fair value of deferred consideration

( 2,877 ) — ( 2,877 ) —

9 unchanged sentences

$ ( 1,558 ) $ ( 132 ) $ ( 1,690 ) $ ( 4,045 )

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

( 1 ) Other segment items include other income (expense), 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.

In connection with the FLYTE acquisition, including the associated tax implications of the acquisition, the Company recognized $ 9.7 million in goodwill that is fully allocated to the private aviation segment.

Cash and Cash Equivalents

7 unchanged sentences

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

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

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

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

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

Deferred consideration approximates fair value as it is reported at the amount of cash that would be paid if settlement occurred as of March 31, 2026.

Similarly, the carrying value of the notes payable of variable interest entities, notes payable due to related parties, and notes payable approximate their fair value due to the associated effective interest rates of the debt instruments.

Fair Value on a Recurring Basis

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

September 30, 2025

March 31, 2026

Cash Equivalents

1 unchanged sentence

Money market funds

Trading debt securities

$ 405 $ 405 $ — $ —

Current portion of royalties payable due to related parties

$ 574 $ — $ — $ 574

Royalties payable due to related parties

$ 792 $ — $ — $ 792

Deferred consideration

8,151 — — 8,151

Convertible notes payable

Total liabilities

2 unchanged sentences

Cash Equivalents

$ 2,803 $ 2,803 $ — $ —

Money market funds

$ 2 $ 2 $ — $ —

Current portion of royalties payable due to related parties

$ 2 $ 2 $ — $ —

1 unchanged sentence

$ 792 $ — $ — $ 792

Convertible notes payable

Total liabilities

$ 1,090 $ — $ — $ 1,090

Convertible Notes Payable

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.

Royalties Payable Due to Related Parties

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

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

Royalties payable due to related parties reflect 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.

3 unchanged sentences

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

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

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

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

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

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

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

September 30, 2025

Valuation Technique

Unobservable Input

Royalties payable due to related parties

Discounted future cash flows

Revenue adjusted discount rate

Trading debt securities

Probability weighted expected return

Recovery rate

Simulated conversion price

Credit risk-adjusted discount rate

Expected equity volatility

Probability of conversion

Probability of payment

Expected term for conversion (years)

Expected term for payment (years)

December 31, 2024

See Note 9 , Royalties Payable, for additional information over royalties payable due to related parties.

Deferred Consideration

The deferred consideration consists of two components.

The first deferred consideration component arose from the Company's initial 19.98 % minority equity interest in FLYTE on February 6, 2026, and the second component related to the subsequent acquisition of the remaining outstanding equity in FLYTE on March 9, 2026.

See Note 3, Business Combinations, for additional information.

The Company is obligated to issue to the sellers an aggregate of 11,028 shares of the Company’s Series D Convertible Preferred Stock.

In accordance with ASC Topic 815, Derivatives and Hedging ("ASC Topic 815" ), this obligation failed to meet the equity classification criteria in ASC Topic 815 - 40 - 25.

Therefore, it does not qualify for the scope exception from derivative accounting.

This obligation is classified as a liability on the condensed consolidated balance sheet and measured at fair value, with changes in fair value reflected in the condensed consolidated statements of operations at each reporting period end.

Deferred consideration expected to be settled within twelve months or less is classified as a current liability on the condensed consolidated balance sheets.

The deferred consideration has been classified as a Level 3 recurring liability because the valuation utilizes certain unobservable inputs that are supported by little or no market data.

The fair value of the Series D Convertible Preferred Stock is measured using the if converted method, which included contractual terms such as the number of units issued, the $ 1,000 issued stated value, and the contractual conversion price.

The if converted method also utilizes observable inputs, such as the underlying common stock price on the acquisition date and the period end remeasurement date, and incorporated unobservable inputs related to a 20 % discount for lack of marketability.

The fair value of the first component of deferred consideration initially recorded on February 6, 2026 was approximately $ 5.3 million.

Upon obtaining control of FLYTE on March 9, 2026, the Company recorded the second component of the deferred consideration of approximately $ 5.8 million.

The Company remeasured the total deferred consideration as of March 31, 2026, resulting in a decrease in fair value of approximately $ 2.9 million, which was recognized as a gain in the condensed consolidated statements of operations.

As of March 31, 2026, the fair value of the total deferred consideration was approximately $ 8.2 million.

The following tables summarize the significant unobservable inputs used in Level 3 financial instruments as of March 31, 2026:

Valuation Technique

2 unchanged sentences

Discounted future cash flows

Revenue adjusted discount rate

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

Deferred consideration

If converted method

Discount for lack of marketability

The significant unobservable inputs used for royalties payable due to related parties as of December 31, 2025 are the same as those displayed above for March 31, 2026.

The deferred consideration did not exist as of December 31, 2025 and therefore no significant unobservable inputs are disclosed for deferred consideration as of December 31, 2025.

The table below summarizes the change in account balance for Level 3 financial instruments for the three months ended March 31, 2026 (in thousands):

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Royalties Payable due to Related Parties

Trading Debt Securities

Deferred Consideration

Convertible Notes Payable

Balance at January 1, 2026

Fair value at issuance

Change in fair value

Balance at March 31, 2026

Change in fair value

Balance at June 30, 2025

Change in fair value

Balance at September 30, 2025

$ 11,317 $ 981

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

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

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Royalties Payable due to Related Parties

Trading Debt Securities

Royalties Payable due to

Related Parties

Deferred Consideration

Convertible Notes Payable

Balance at January 1, 2025

1 unchanged sentence

Balance at March 31, 2025

Change in fair value

Balance at June 30, 2024

Change in fair value

Balance at September 30, 2024

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

Increases or decreases in the fair value of royalties payable due to related parties, convertible notes payable, and deferred consideration 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.

4 unchanged sentences

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 condensed consolidated statements of operations in the period in which the estimate is revised.

1 unchanged sentence

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

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

As of March 31, 2026 and December 31, 2025 , the allowance for credit losses related to accounts receivable was immaterial.

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

11 unchanged sentences

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

Business Combination

The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations ("ASC Topic 805" ).

The purchase price of an acquisition is allocated to the underlying tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values as of the acquisition date.

The excess of the purchase price over the estimated fair value of the identifiable net assets acquired is recorded as goodwill.

Transaction costs related to business combinations, such as legal, accounting, valuation, and other professional or consulting fees, are expensed as incurred and included in selling, general and administrative expenses in the condensed consolidated statements of operations.

The Company may adjust the preliminary purchase price allocation, as necessary, for up to one year after the acquisition closing date (the “measurement period”) as it obtains more information regarding asset valuations and liabilities assumed that existed at the acquisition date.

Measurement period adjustments are recorded in the period in which the adjustments are determined.

De ferred tax assets and liabilities are recognized for the tax effects of temporary differences between the tax bases and the recognized amounts of assets acquired and liabilities assumed in accordance with ASC Topic 740, Income Taxes ("ASC Topic 740" ).

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and indefinite-lived intangible assets are not amortized.

Goodwill and indefinite-lived intangible assets are tested for impairment annually during the fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable.

The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test.

If the Company elects to bypass the qualitative assessment, or if the qualitative assessment indicates it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative test is performed.

An impairment charge for goodwill is recognized for the amount by which the carrying amount of the reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

An impairment charge for indefinite-lived intangible assets is recognized for the amount by which the carrying amount of the indefinite-lived intangible asset exceeds its fair value.

The Company completed a qualitative assessment and determined that there was no evidence of impairment to the balance of its goodwill and indefinite-lived intangible assets as of March 31, 2026 and December 31, 2025, respectively.

Impairment of Long-lived Assets

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

The Company 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 condensed consolidated statements of operations at that date.

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

There were no impairment charges recorded as of March 31, 2026 and March 31, 2025.

Royalties Payable Due to Related Parties

3 unchanged sentences

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

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

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

See Note 9, Royalties Payable for additional information.

8 unchanged sentences

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

Debt Securities

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

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

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

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

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

The QHSLab Notes were valued at $ 981 thousand as of September 30, 2025 The QHSLab Notes continue to be in default, such that there can be no assurance that they will be paid in full or at all.

Convertible Notes Payable

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, unless the fair value option is elected to measure certain financial assets and liabilities at fair value under ASC Topic 825, Financial Instruments ("ASC Topic 825” ).

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 Topic 825, the Company elected the fair value option to account for the convertible notes payable issued on December 26, 2025 ( see Note 8, Notes Payable).

The Company records 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

1 unchanged sentence

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.

1 unchanged sentence

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

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

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

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

5 unchanged sentences

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

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

As of March 31, 2026 , Cardionomix only had a note payable with a carrying value of $ 1.4 million that was issued in May 2025 in connection with the asset acquisition.

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

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

Cardionomix does not hold any other material assets or liabilities as of March 31, 2026 .

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.

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

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

Unless Cardionomix can obtain its own dedicated financing, the Company does not currently 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 condensed consolidated balance sheets, statements of operations, and statements of stockholders’ equity.

4 unchanged sentences

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.

The Company assigned certain intellectual property related to the VIVO System to KardioNav, which was accounted for as a common control transaction under ASC Topic 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.

2 unchanged sentences

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

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

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

As of March 31, 2026 , KardioNav's only assets or liabilities relate to accrued expenses of $ 17 thousand, and short-term notes payable of variable interest entities due to related parties with a carrying value of $ 309 thousand included in the condensed consolidated balance sheets.

KardioNav does not hold any other material assets or liabilities.

1 unchanged sentence

Distinguishing Liabilities from Equity

The Company evaluates equity or liability classification for freestanding financial instruments, including convertible preferred stock, warrants, and options, pursuant to the guidance under ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480” ).

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

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

If a freestanding financial instrument does not represent an outstanding equity share and does not meet liability classification under ASC Topic 480, the Company then assesses whether the freestanding financial instrument is indexed to its own stock and meets equity classification pursuant to ASC Topic 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.

See Note 12, Equity Offerings and Note 13, Preferred Stock for additional information on the freestanding financial instruments assessed under ASC Topic 480 and ASC Topic 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.

In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 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.

5 unchanged sentences

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:

Pursuant to ASC Topic 606, the Company applies the following five steps to each customer contract:

Identify the contract with the customer

17 unchanged sentences

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

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

There were no software upgrade services revenues during the three months ended March 31, 2026 and 2025 .

LockeT was launched by the Company in February 2023 and is a suture retention device indicated for wound healing by distributing suture tension over a larger area in the patient in conjunction with a figure of eight suture closure.

2 unchanged sentences

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

Private Aviation Charter Services

The Company generates revenue through two primary private aviation services:

Hops and Luxe.

Hops refers to Flyte’s short-haul private charter service, through which Flyte arranges charter routes using leased jets and pilots dedicated to Flyte’s operations.

These flights are conducted on Company-managed aircraft and typically service high-demand regional routes throughout the New York Metro Area, Long Island, New England and the Eastern seaboard, to any destination within 400 nautical miles of the Company’s base in Farmingdale, New York.

Each flight represents a performance obligation.

For Hops arrangements, the Company acts as the principal because it controls the specified flight service before it is transferred to the customer, is primarily responsible for operating and fulfilling the flight, and has discretion in establishing pricing.

Accordingly, Hops revenue is presented on a gross basis in the condensed consolidated statements of operations.

Revenue is recognized at a point in time upon completion of each flight and includes base charter rates, repositioning fees, and ancillary charges.

Customer payments received in advance are recorded as deferred revenue until the related performance obligation is satisfied.

Luxe is the Company’s brokerage division, offering clients access to on-demand charters through a vetted network of independent third -party aircraft operators.

For Luxe arrangements, the Company evaluates whether it controls the specified flight service before it is transferred to the customer or whether the Company’s performance obligation is to arrange for a third -party operator to provide the flight service.

The Company has determined that it acts as an agent in Luxe arrangements because the third -party aircraft operator is primarily responsible for operating and fulfilling the flight, and the Company does not control the underlying flight service before it is provided to the customer.

Accordingly, Luxe revenue is presented on a net basis in the condensed consolidated statements of operations and represents the commission, brokerage fee, or other net amount retained by the Company after amounts payable to the third -party aircraft operator.

For both Hops and Luxe, flights are earned and recognized as revenue at the point in time in which the service is provided, representing the satisfaction of the performance obligation.

The Company generally does not issue refunds for flights unless there is a failure to meet its service obligations.

For roundtrip flights, revenue is recognized upon arrival at the destination for each flight.

Disaggregation of Revenue

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

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Product sales

$ 172 $ 62 $ 480 $ 129

54 34 101 142

Total product sales

$ 226 $ 96 $ 581 $ 271

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

For the Three Months Ended March 31,

Revenue - Product

Total Revenue - Product

Revenue - Services

Total Revenue - Services

Deferred Revenue

Deferred revenues primarily consist of contract liabilities and represent amounts billed to, or collected from, customers in advance of the Company satisfying the related performance obligations.

Deferred revenue is recognized as revenue when, or as, the related performance obligations are satisfied in accordance with the terms of the underlying customer arrangements.

The Company’s contract liabilities were assumed in connection with the acquisition of FLYTE and relate to customer arrangements of the acquired business for which consideration had been received, or amounts had been billed, prior to the satisfaction of the related performance obligations.

The Company had de minimis contract liabilities prior to the acquisition of FLYTE.

As of March 31, 2026 , the Company had no contract assets or receivables related to contracts with customers.

Deferred revenue is presented as a current liability in the condensed consolidated balance sheets to the extent the Company expects to recognize the related revenue within the next twelve months.

The Company recognizes revenue from deferred revenue as the related products or services are transferred to customers.

The following table summarizes the changes in the deferred revenue balance as follows (in thousands):

For the Three Months Ended March 31,

Deferred revenue, beginning of period

Deferred revenue assumed as part of acquisition (see Note 3)

Revenue recognized during the period related to amounts included in the deferred revenue assumed

Revenue deferred, net of revenue recognized during the period

Deferred revenue, end of period

Shipping and Handling Costs

2 unchanged sentences

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

Advertising costs were $ 15 t housand and $ 148 thousand during the three and nine months ended September 30, 2025 , respectively, and $ 31 thousand and $ 127 thousand during the three and nine months ended September 30, 2024 , respectively.

Advertising costs were $ 26 thousand and $ 83 thousand during the three months ended March 31, 2026 and 2025 , respectively.

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

3 unchanged sentences

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.

16 unchanged sentences

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.

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

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

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

The legislation did not have a material impact on our income tax expense for the three months ended March 31, 2026 .

Basic and Diluted Net Loss per Share

1 unchanged sentence

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

The Company’s Series A Convertible Preferred Stock, of which no shares were outstanding as of September 30, 2025 , Series X Convertible Preferred Stock, Series B Convertible Preferred Stock, and outstanding warrants are participating securities as they contain participating rights in distributions made to common stockholders.

The Company’s Series X Convertible Preferred Stock, of which no shares were outstanding as of March 31, 2026 , as well as Series B Convertible Preferred Stock, Series C- 1 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.

5 unchanged sentences

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

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

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, Series C- 1 Convertible Preferred Stock, and Series J Convertible Preferred Stock were anti-dilutive (see Note 11, Net Loss per Share).

Net loss attributable to Catheter Precision, Inc.

1 unchanged sentence

Recently Announced Accounting Pronouncements

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

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

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

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

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

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

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

5 unchanged sentences

The Company is currently evaluating the impact of adopting ASU 2024 - 03 on its condensed 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 Topic 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 adoption of this standard did not have a material effect on the Company’s condensed 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 condensed consolidated financial statements and related disclosures.

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

Business Combination

On February 6, 2026, the Company entered into an Acquisition Purchase Agreement with SEG Jets, whereby the Company agreed to acquire 19.98 % of the issued and outstanding shares of common stock of FLYTE.

The Company was obligated to issue to the sellers an aggregate of 5,250 shares of the Company’s Series D Convertible Preferred Stock which was recorded as the first component of deferred consideration as of February 6, 2026.

On March 9, 2026, the Company entered into an Acquisition Purchase Agreement with Creatd and acquired the remaining 80.02 % of the issued and outstanding shares of common stock of FLYTE and 100 % of the membership interests of Ponderosa.

The Company was obligated to issue to the sellers an aggregate of 5,778 additional shares of the Company’s Series D Convertible Preferred Stock which was recorded as the second component of deferred consideration as of March 9, 2026.

The purpose of the Acquisition was to acquire FLYTE’s and Ponderosa’s operations related to aviation, assets, and technology platform.

After obtaining a controlling interest in FLYTE, the Company remeasured its previously held minority equity interest to fair value as of the Acquisition date and recorded a change in fair value of minority equity interest of $ 2.3 million in the condensed consolidated statements of operations.

This effectively reduced the fair value of the minority equity interest from $ 5.2 million to $ 2.9 million as of the Acquisition date.

The fair value of the investment was determined based on the implied transaction value of FLYTE, which was derived from the purchase price paid to acquire the remaining 80.02 % interest in FLYTE.

In consideration for the Acquisition, the Company paid cash at closing, settled certain indebtedness on behalf of the seller, issued a short-term promissory note, and recorded the deferred consideration obligation to issue 5,778 additional shares of the Company’s Series D Convertible Preferred Stock.

The total purchase consideration for the Acquisition was $ 14.8 million, which consists of the following estimated fair value amounts (in thousands):

Cash proceeds to seller

Fair value of promissory note

Payment of indebtedness

Fair value of previously held minority equity interest of step acquiree

Fair value of deferred consideration

Total purchase price

The Acquisition is being accounted for as a business combination in accordance with ASC Topic 805.

The Company estimated the fair values of the assets acquired and liabilities assumed in the Acquisition.

These values have been prepared based on preliminary estimates of the fair value of the consideration paid, assets acquired and liabilities assumed.

Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could be material.

The following table summarizes the preliminary purchase price allocations relating to the Acquisition (in thousands):

Assets acquired:

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

Property and equipment

Operating lease right-of-use assets

Intangible assets

Other non-current assets

Total assets acquired

Liabilities assumed:

Accounts payable

Accrued expenses

Current portion of operating lease liabilities

Deferred revenue

Short-term notes payable

Notes payable

Operating lease liabilities

Total liabilities assumed

Total purchase price

The Company recognized $ 9.7 million in total goodwill after recording an additional $ 0.3 million goodwill related to the recognition of deferred tax liabilities associated with the acquisition.

All intangible assets acquired are subject to amortization and their associated estimated acquisition date fair values and estimated useful lives are as follows (in thousands except for estimated useful life which is in years):

Intangible Assets

Licensing agreements/ vendor and supplier contracts

FAA Part 135 Operating Certificate

1,500 Indefinite

Trademarks/ trade names

Customer list/ relationships

The impact of the acquisition’s preliminary purchase price allocations on the Company’s consolidated balance sheet and the acquisition date fair value of the total consideration transferred is depicted in the table below.

Due to the timing of the closing of the transaction in the first quarter of 2026, the Company has not yet completed its evaluation and determination of certain assets acquired and liabilities assumed, primarily the final valuation of goodwill and intangible assets;

therefore, the final fair value of the assets acquired and liabilities assumed, which will be completed within the measurement period of up to one year from the acquisition date, may vary from the Company’s preliminary estimates.

Transaction costs incurred in connection with this business combination amounted to approximately $ 0.1 million during the three months ended March 31, 2026 , and are included within general and administrative expenses in the condensed consolidated statements of operations.

Pro Forma Financial Information

The following table represents the revenue and net loss, of the acquired entities, as reported on a pro forma basis as if the Acquisition occurred on January 1, 2025.

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

The following information for three months ended March 31, 2026 and 2025 is presented in thousands except for the per share data:

For the Three Months Ended March 31,

Revenue associated with the cardiac electrophysiology business

Revenue associated with the acquired FLYTE business

Total revenues, net

Net loss associated with the cardiac electrophysiology business

$ ( 1,558 ) $ ( 4,045 )

Net loss associated with the acquired FLYTE business

( 98 ) ( 655 )

Total net loss

$ ( 1,656 ) $ ( 4,700 )

Inventories consisted of the following (in thousands):

September 30, December 31,

March 31, December 31,

Raw materials

Finished goods

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

There were no charges for inventory obsolescence or allowance recorded for the three months ended March 31, 2026 and 2025 .

Property and Equipment

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

September 30, December 31,

March 31, December 31,

Machinery and equipment

6 unchanged sentences

Property and equipment, net

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

Intangible Assets

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

Depreciation expense was $ 14 thousand and $ 20 thousand for the three months ended March 31, 2026 and 2025 , respectively.

Goodwill and Other Intangible Assets

The Company's carrying amount of goodwill i n the condensed consolidated balance sheet as of March 31, 2026 represents the excess fair value of the consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed in the acquisition of FLYTE.

See Note 3, Business Combinations, for additional information.

The following table summarizes the Company’s intangible assets as of March 31, 2026 (in thousands):

Gross Carrying

Amortized intangible assets:

Cardiac electrophysiology segment

Developed technology ‐ VIVO

5 unchanged sentences

Trademarks/trade names ‐ VIVO

9 876 ( 268 ) 608

Trademarks/trade names ‐ LockeT

1 unchanged sentence

$ 19,425 $ ( 4,543 ) $ 14,882

Private aviation segment

Licensing agreements/ vendor and supplier contracts

5 300 ( 4 ) 296

5 400 ( 6 ) 394

10 1,000 ( 7 ) 993

Trademarks/ trade names

15 1,250 ( 6 ) 1,244

Customer list/ relationships

15 3,000 ( 14 ) 2,986

$ 5,950 $ ( 37 ) $ 5,913

$ 25,375 $ ( 4,580 ) $ 20,795

Indefinite life intangible assets:

Private aviation segment

— 9,725 — 9,725

FAA Part 135 Operating Certificate

— 1,500 — 1,500

$ 36,600 $ ( 4,580 ) $ 32,020

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

Gross Carrying

Amortized intangible assets:

Cardiac electrophysiology segment

Developed technology ‐ VIVO

5 unchanged sentences

Trademarks/trade names ‐ VIVO

9 876 ( 195 ) 681

Trademarks/trade names ‐ LockeT

5 unchanged sentences

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

Amortization expense, included within selling, general and administrative expenses in the condensed consolidated statements of operations, for the Company's intangible assets was $ 0.5 million for the three months ended September 30, 2025 and 2024 and $ 1.5 million for the nine months ended September 30, 2025 and 2024 .

Amortization expense, included within selling, general and administrative expenses in the condensed consolidated statements of operations, for the Company's intangible assets was $ 0.4 million and $ 0.5 for the three months ended March 31, 2026 and 2025 , respectively.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

September 30, December 31,

March 31, December 31,

Legal expenses

Offering costs

Accrued interest payable

Compensation and related benefits

4 unchanged sentences

Note Payable - Director and Officer Liability Insurance

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

A down payment of $ 157 thousand was made and the remaining balance of $ 290 thousand was financed over 8 months through a short-term financing arrangement with its insurance carrier.

The interest rate on the loan was 8.99 %.

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

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

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

1 unchanged sentence

The interest rate on the loan is 9.99 %.

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

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

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

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

The loan balance was paid off in July 2025, such that there is no remaining balance as of March 31, 2026 and December 31, 2025 .

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 %.

The loan balance was paid off in December 2025, such that there is no remaining balance as of March 31, 2026 and December 31, 2025 ..

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 $ 221 thousand was financed over 9 months through a short-term financing arrangement.

The interest rate on the loan is 9.39 %.

Interest expense on this loan was $ 3 thousand for the three months ended March 31, 2026 .

The loan balance was $ 174 thousand as of March 31, 2026 , and is recorded under short-term notes payable in the condensed consolidated balance sheets.

Note Payable Issued for the Cardionomic Asset Acquisition

5 unchanged sentences

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

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

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

Interest expense on this note was $ 34 thousand for the three months ended March 31, 2026 .

The Note Payable and related accrued interest totaled $ 1.4 million as of March 31, 2026 , which included a principal balance of $ 1.5 million and accrued interest expense of $ 54 thousand net of unamortized discounts of $ 191 thousand.

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

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

September 30,

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

11 unchanged sentences

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” ).

The amendment was accounted for as a debt modification in accordance with ASC Topic 470 - 50, Debt Modifications and Extinguishment (“ASC Topic 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.

Jenkins to January 31, 2029.

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

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

Jenkins for de minimis proceeds.

All other terms and conditions remained unchanged.

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

In accordance with ASC Topic 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 statement of operations for the year ended December 31, 2025 .

See Note 12, Equity Offerings, and Note 15, 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 $ 45 thousand and $ 135 thousand for the three and nine months ended September 30, 2025 , respectively, and $ 33 and $ 36 thousand for the three and nine months ended September 30, 2024 , respectively.

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

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

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

Interest expense on the Related Party Notes was $ 40 thousand for the three months ended March 31, 2026 and $ 106 thousand for the three months ended March 31, 2025 , respectively.

The Related Party Notes and related accrued interest totaled $ 1.8 million as of March 31, 2026 , of which $ 243 thousand related to unamortized premiums that arose from the debt extinguishment of the original Related Party Notes and $ 45 thousand related to accrued interest.

The Related Party Notes and related accrued interest totaled $ 1.6 million as of March 31, 2025 , of which $ 106 thousand related to accrued interest.

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

Notes Payable Issued by KardioNav

2 unchanged sentences

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

Interest expense on this note was $ 3 thousand for the three and nine months ended September 30, 2025 .

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

Interest expense on this note was $ 3 thousand for the three months ended March 31, 2026 .

The Notes Payable and related accrued interest totaled $ 309 thousand as of March 31, 2026 , which included a principal balance of $ 300 thousand and accrued interest of $ 9 thousand.

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

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 condensed consolidated statements of operations.

The Company recorded no change in fair value of convertible notes payables during the three months ended March 31, 2026 .

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.

January 2026, the Company issued

two unsecured promissory notes to SEG Opportunity Fund, LLC in aggregate principal amounts of

$ 300 thousand and

$ 150 thousand, respectively (collectively, the

“February Bridge Notes”).

February Bridge Notes bore interest at

12 % per annum, maturing on

February 11, 2026 and

February 26, 2026, respectively, and were prepayable at any time without penalty or premium.

February 2026, the Company utilized a portion of the net proceeds from the

February 2026 SPA (see Note

12, Equity Offerings) to repay the principal and all accrued interest in full.

Accordingly, there was

no outstanding balance under these promissory notes as of

March 31, 2026 .

Interest expense on this note was

$ 4 thousand for the

three months ended March 31, 2026

In March 2026, the Company issued an additional unsecured promissory note to SEG Opportunity Fund, LLC in the principal amount of $ 165,000 (the “March Bridge Note”).

The March Bridge Note bears interest at 12 % per annum, matures on April 26, 2026, and is prepayable at any time without penalty or premium.

Interest expense on this note was immaterial for the

three months ended March 31, 2026

The March Bridge Note and related accrued interest totaled $ 165 thousand as of

March 31, 2026

, which included a principal balance of $ 165 thousand and accrued interest of $ 271 .

The Notes Payable and related accrued interest are recorded under short-term

notes payable on the condensed consolidated balance sheets.

Notes Payable Assumed in Connection with the FLYTE Acquisition

In connection with the acquisition of FLYTE, the Company assumed an outstanding secured promissory note payable to the former Chief Executive Officer of FLYTE with an outstanding principal balance of

$ 365 thousand (the “Sellouk Note”).

The Sellouk Note accrues interest at a flat rate of

$ 3 thousand per month and had an amended maturity date of

February 27, 2026.

The Sellouk Note is currently in default and shall continue to accrue interest at a flat rate of $ 3 thousand per month until it is paid.

The Company recognized the Sellouk Note at its acquisition-date fair value of $ 365 thousand.

Interest expense on the Sellouk Note was $ 2 thousand for the

three months ended March 31, 2026

The Sellouk Note and related accrued interest totaled $ 367 thousand as of

March 31, 2026

, which included principal of $ 365 thousand and accrued interest of $ 2 thousand.

The Sellouk Note and related accrued interest are recorded under short-term notes payable, net of discount on the condensed consolidated balance sheet.

Furthermore, in connection with the acquisition of FLYTE on

March 9, 2026, the Company assumed certain notes payable issued by FLYTE to various lenders, including certain related parties (collectively, the “Assumed Notes”).

The Assumed Notes were issued between

December 8, 2022 and

August 2, 2024, have stated maturity dates ranging from

August 1, 2023 to

September 30, 2024, including certain notes that were subsequently extended, and bear stated interest at rates ranging from

12 % per annum.

All of the Assumed Notes had matured prior to the acquisition date and were in default as of

March 31, 2026 .

The Assumed Notes continue to accrue interest at their stated interest rates, except for

two of the Assumed Notes with an outstanding carrying value of

$ 150 thousand that accrue interest at the default rate of

2 % per month on the outstanding principal balance of

$ 110 thousand

As a result of the defaults, the outstanding principal and accrued interest are due at the holders’ election, subject to the terms of the applicable notes.

Certain of the Assumed Notes include automatic conversion provisions that would be triggered upon an initial public offering of FLYTE, generally at a conversion price equal to

75 % of the initial public offering price, subject to customary adjustments.

Certain other Assumed Notes include conversion provisions based on

45 % of the initial public offering price or, alternatively, an optional conversion price of

$ 1.80 per share or a valuation-based price.

The conversion provisions should be bifurcated and accounted for as a derivative under ASC Topic

The estimated fair value of these embedded derivatives was deemed to be de minimis as of the acquisition date and at

March 31, 2026.

At the acquisition date, the Company assumed

$ 1.3 million of liabilities related to the Assumed Notes, consisting of

$ 1.0 million of principal recorded in short-term notes payable and

$ 0.3 million of accrued interest recorded in accrued expenses.

March 31, 2026 , the Company had aggregate principal outstanding under the Assumed Notes of

$ 1.0 million, all of which was classified as short-term notes payable in the condensed consolidated balance sheet.

Accrued interest related to the Assumed Notes was

$ 0.3 million as of

March 31, 2026 and was classified within accrued expenses in the condensed consolidated balance sheet.

The Company recognized interest expense of

thousand related to the Assumed Notes for the

three months ended March 31, 2026 .

SBA Loan Assumed in Connection with the FLYTE Acquisition

In connection with the acquisition of FLYTE, the Company assumed a loan payable to the United States’ Small Business Administration (“SBA Loan”).

The SBA Loan was issued on June 13, 2020, with an original principal amount of $ 63,800 .

The loan accrues interest at 3.75 % per annum and is payable in fixed installments of $ 311 monthly, beginning 12 months from the date of issuance.

The outstanding principal and interest of the SBA Loan shall be fully repaid thirty years from the date of issuance.

The Company recognized the SBA Loan at its acquisition-date fair value of $ 2,342 thousand.

Interest expense on the SBA Loan was less than $ 1 thousand for the three months ended March 31, 2026 .

The SBA Loan balance was $ 57 thousand as of March 31, 2026 , and is recorded under notes payable on the condensed consolidated balance sheet.

Note Payable Issued in Connection with the FLYTE Acquisition

In connection with the acquisition of FLYTE, on March 9, 2026, the Company issued a promissory note to Creatd, Inc.

with a principal balance of $ 5.0 million as partial consideration for the business acquired (the “FLYTE Note Payable”).

The FLYTE Note Payable bears interest at 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 on such overdue payment at a rate of 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 penalties and late fees, immediately due and payable, and the outstanding principal balance will bear default interest at 18 % per annum.

The FLYTE Note Payable was initially measured at its fair value of $ 4.8 million, net of a discount of $ 212 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 FLYTE Note Payable.

The Company recognized $ 17 thousand in amortized discounts under interest expense in the condensed consolidated statements of operations for the three months ended March 31, 2026 .

The FLYTE Note Payable totaled $ 4.8 million as of March 31, 2026 , which included a principal balance of $ 5.0 million, net of unamortized discount of $ 195 thousand.

The FLYTE Note Payable is recorded under short-term notes payable, net of discounts in the condensed consolidated balance sheets.

Future maturities for long-term debts as of March 31, 2026 were as follows (in thousands):

Total principal

accrued interest

Royalties Payable

3 unchanged sentences

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

As of September 30, 2025 and December 31, 2024 , the fair value of the royalty payable related to the agreement with the Noteholders was $ 11.3 million and $ 9.2 million, respectively.

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

In exchange for the assignment and all rights to LockeT and starting with the year ending December 31, 2022, the Company will initially pay a 5 % royalty on net sales up to $ 1 million in royalties, payable annually in arrears.

After $ 1 million has been paid, due to the issuance of the patent described below, the Company must pay an additional royalty at a rate of 2 % of net sales, until total cumulative royalties of $ 10 million have been paid.

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

2 % of net sales only after the initial

$ 1 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.

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

September 30, 2025 as compared to

December 31, 2024.

The Company recorded

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

$ 0.7 million and

$ 2.1 million for the

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

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

The Company accrued

$ 613 thousand and

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

September 30, 2025 , and

December 31, 2024 , respectively.

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

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 13, 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 for the year ended December 31, 2025 .

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 statement of operations for the year ended December 31, 2025 .

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 consolidated balance sheets.

As of March 31, 2026 and December 31, 2025 , the fair value of the royalty payable related to the agreement with the Noteholders was $ 0.8 million.

The Company recorded no change in the fair value of the royalties payable due to related parties during the three months ended March 31, 2026 and a loss of $ 1.2 million for the three months ended March 31, 2025 .

The Company accrued $ 9 thousand and $ 51 thousand under current portion of royalties payable due to related parties as of March 31, 2026 , and December 31, 2025 , respectively.

These amounts represent actual royalty liabilities incurred and accrued by the Company as well as estimated future royalty payments payable within the next 12 months.

AMIGO System Royalty

5 unchanged sentences

In perpetuity

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

The Company is not actively marketing and selling the AMIGO System, such that there was no royalty expense recorded for the three months ended March 31, 2026 and 2025 in relation to the AMIGO System.

The Company determines if an arrangement contains a lease at contract inception based on its ability to control a physically distinct asset in exchange for consideration.

If the arrangement contains a lease, the Company then determines the classification of the lease as either operating or finance.

For the nine months ended September 30, 2025 , and the year ended December 31, 2024 , the Company only had operating leases.

For the three months ended March 31, 2026 , and the year ended December 31, 2025 , 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.

11 unchanged sentences

Variable costs are expensed when the events determining the amount of variable consideration to be paid have occurred.

In connection with the acquisition of FLYTE, the Company assumed or entered into certain operating leases related to FLYTE’s aviation operations, including hangar, office space and aircraft leases.

The Company evaluated each assumed or newly executed lease arrangement upon acquisition or commencement and recognized operating lease right-of-use-assets and operating lease liabilities for leases with remaining terms greater than 12 months.

For leases acquired in connection with the FLYTE acquisition, the Company measured the lease liabilities as if the acquired leases were new leases of the Company at the acquisition date, using the Company’s incremental borrowing rate when the rate implicit in the lease was not readily determinable.

The FLYTE lease agreements generally require fixed monthly payments, payable in advance, and do not include residual value guarantees or purchase options that the Company is reasonably certain to exercise.

Hangar and Office Space Lease

In connection with the acquisition of FLYTE, the Company assumed a lease for hangar and office space with Stratosphere Development Co LLC DBA Republic Jet Center.

The leased space is used to support FLYTE’s aviation operations, inc luding hangar and office use.

The lease commenced on August 18, 2021, and was amended on August 27, 2024, with a remaining lease term of 17 months.

The lease does not contain a purchase option or residual value guarantee.

The Company did not include any renewal option in the lease term because the Company was not reasonably certain to exercise any renewal option as of the lease commencement date.

Aircraft Leases

In connection with the acquisition of FLYTE, the Company assumed two aircraft leases with SEG Jets LLC and entered into one additional aircraft lease with SEG Jets LLC in March 2026.

The aircraft leases commenced on September 9, 2025, February 11, 2026, and March 16, 2026, and have remaining lease terms ranging from 18 months to 24 months.

The aircraft leases do not transfer ownership of the aircraft to the Company, d o not contain purchase options that the Company is reasonably certain to exercise, and do not contain residual value guarantees.

The Company did not include renewal options in the lease terms because the Company was not reasonably certain to exercise any renewal options as of the respective lease commencement dates.

South Carolina Office Lease Agreement

4 unchanged sentences

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

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

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

As of March 31, 2026 , the Company does not intend to exercise the second extension option and the second option is therefore excluded from operating right-of-use assets and operating lease liabilities in the condensed consolidated balance sheet as of March 31, 2026 .

New Jersey Office Lease Agreement

6 unchanged sentences

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

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

Park City Office Lease Agreement

3 unchanged sentences

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

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

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

On March 4, 2026, the Company entered into the first amendment to the lease, which extended the lease termination date from April 30, 2026 to April 30, 2027.

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

As of March 31, 2026 , the Company does not intend to exercise the 36 -month renewal option and the option is therefore excluded from operating right-of-use assets and operating lease liabilities in the condensed consolidated balance sheet as of March 31, 2026 .

The following tables present supplemental condensed consolidated balance sheet information related to operating leases for the three months ended March 31, 2026 and 2025 (in thousands):

For the Three Months Ended

For the Nine Months Ended

September 30,

Operating lease expense

$ 27 $ 28 $ 76 $ 80

Cash paid for leases

$ 25 $ 25 $ 78 $ 78

September 30, December 31,

March 31, December 31,

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

9 unchanged sentences

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

September 30,

March 31, December 31,

Operating lease right-of-use assets, net

$ 1,631 $ 162

Current portion of operating lease liabilities

1 unchanged sentence

Total operating lease liabilities

$ 1,633 $ 164

Net Loss per Share

The Company’s outstanding Series X Convertible Preferred Stock, Series B Convertible Preferred Stock, and warrants to purchase common stock have participation rights to any dividends that may be declared in the future, such that they are participating securities.

The Company’s outstanding Series X Convertible Preferred Stock, of which no shares were outstanding as of March 31, 2026 , Series B Convertible Preferred Stock, Series C- 1 Convertible Preferred Stock, Series J Convertible Preferred Stock, convertible notes payable, and warrants to purchase common stock have participation rights to any dividends that may be declared in the future, such that they are participating securities.

Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income.

During periods of loss, no loss is allocated to the participating securities since the holders have no contractual obligation to share in the losses of the Company.

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

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

September 30,

As a result of the net loss attributable to Catheter Precision, Inc.'s common stockholders for all periods presented herein, the following common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the three months ended March 31, 2026 and 2025 because including them would have been antidilutive:

Warrants for common stock

3 unchanged sentences

Series B Convertible Preferred Stock

Series C-1 Convertible Preferred Stock

Series J Convertible Preferred Stock

Series X Convertible Preferred Stock

66,610 66,610

Restricted stock awards

Convertible notes payable

Total common stock equivalents

11,641,604 1,023,218

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

Since these shares of common stock are issuable for no consideration and do not contain any other conditions that must be satisfied by the holder to ultimately receive such shares of common stock, these shares were included in the weighted-average number of common shares as of September 30, 2025 .

Equity Offerings

September 2024 Public Offering

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

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

Pursuant to the Underwriting Agreement, the Company completed a public offering of its securities on September 3, 2024 ( the “September 2024 Public Offering”) and sold an aggregate of (i) 42,415 Common Stock Units and (ii) 145,943 Pre-Funded Warrant Units at a public offering price of $ 19.00 per Common Stock Unit and $ 18.9981 per Pre-Funded Warrant Unit.

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

Each Common Stock Unit consisted of (i) one share of the Company's common stock, (ii) a Series H Warrant to purchase one share of common stock at an exercise price of $ 19.00 per share that expired six months from the date of issuance, (iii) a Series I Warrant to purchase one share of common stock at an exercise price of $ 19.00 per share that expires eighteen months from the date of issuance, and (iv) a Series J Warrant to purchase one share of common stock at an exercise price of $ 19.00 per share that expires five years from the date of issuance.

Each Pre-Funded Warrant Unit consisted of (i) one Pre-Funded Warrant to purchase one share of common stock at an exercise price of $ 0.0019 per share with no expiration date, (ii) one Series H Warrant, (iii) one Series I Warrant (iv) and one Series J Warrant.

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

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

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

The Overallotment Option expired on October 14, 2024.

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 condensed consolidated balance sheets.

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

2024 Warrant Inducement Offer

On October 25, 2024, the Company executed the 2024 Warrant Inducement Offer 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 condensed consolidated balance sheets.

Pursuant to the terms of the 2024 Warrant Inducement Offer, in the event that the exercise of the 2024 Existing Warrants would cause a holder to exceed the beneficial ownership limitations included therein, the Company would issue the number of shares of common stock that would not cause a holder to exceed such beneficial ownership limitations and hold the remaining balance of shares of common stock in abeyance (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 nine months ended September 30, 2025 , the Company released and issued the remaining balance of 162,947 Abeyance Shares.

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

PIPE Financing

47 unchanged sentences

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.

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

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

3 unchanged sentences

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 September 30, 2025 .

It is not probable that the Company will be obligated to make payments under the registration rights agreement as of March 31, 2026 .

At the Market Offering Agreement

18 unchanged sentences

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

September 30, 2025 ,

December 31, 2025,

887,852 shares of common stock had been sold under the ATM Agreement for gross proceeds of

1 unchanged sentence

$ 0.3 million.

March 31, 2026 ,

no shares of common stock had been sold under the ATM Agreement.

February 2026 Private Placement

In February 2026, the Company entered into a Securities Purchase Agreement (the “February 2026 SPA”) with certain accredited investors for a private placement financing.

Pursuant to the February 2026 SPA, the Company completed the first closing and issued an aggregate of (i) 392,608 shares of the Company's common stock, par value $ 0.0001 per share, at a purchase price of $ 1.43 per share, and (ii) 1,617 shares of a newly designated series of the Company’s preferred stock, designated Series C- 1 Convertible Preferred Stock.

The Company collected gross proceeds of $ 2.2 million before deducting direct and incremental offering expenses payable by the Company.

Pursuant to the February 2026 SPA, the investors agreed to purchase 1,617 s hares of each newly designated Series C- 2 and Series C- 3 Convertible Preferred Stock, under additional closings (the "Second Tranche" and "Third Tranche," respectively) for aggregate gross proceeds of $ 1.6 million per closing.

The closings of the Second Tranche and Third Tranche 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”).

Solely with respect to the closing of the Third Tranche and any closings under the Additional Investment Right (defined below), the closing is further subject to the declaration of the effectiveness of a Registration Statement filed for the resale of the common stock underlying the applicable Convertible Preferred Stock.

Furthermore, under the February 2026 SPA, the investors have the right, but not the obligation, to purchase up to an aggregate of $ 39.2 million of Series C- 4 Convertible Preferred Stock, in one or more closings (the "Additional Investment Right").

The Additional Investment Right is exercisable for a period of twelve months following the later of the Stockholder Approval Date and the date the related resale registration statement is first declared effective by the Securities and Exchange Commission, subject to a minimum gross proceeds threshold of $ 500,000 for each such additional closing.

The Company determined that, except as described in Note 13, Preferred Stock, with respect to certain contingent payment provisions embedded in the Series C- 1 Convertible Preferred Stock, these instruments do not require liability classification pursuant to ASC 480 and do not contain net cash settlement provisions that would preclude equity classification under ASC 815 - 40.

Accordingly, these instruments were recorded to additional paid-in capital in the consolidated balance sheets.

See Note 13, Preferred Stock, for additional information on the convertible preferred stock issued in connection with the February 2026 SPA.

In connection with the February 2026 Private Placement, the Company also entered into a registration rights agreement with the investors requiring the Company to register for resale the shares of common stock issuable upon conversion of the Series C- 1, Series C- 2 and Series C- 3 Convertible Preferred Stock.

Failure to timely comply with certain registration obligations may require the Company to make cash payments to the investors.

As of March 31, 2026, the Company concluded that the estimated amount of potential payments under the registration rights agreement was de minimis, and accordingly, no liability was recorded related to the registration rights agreement.

February 2026 Letter Agreement - Series L Warrants

On February 6, 2026, the Company entered into a letter agreement (the “Letter Agreement”) with the holders of the Company’s Series B Convertible Preferred Stock and Series L Warrants, which were originally issued pursuant to the Securities Purchase Agreement dated May 12, 2025.

Pursuant to the Letter Agreement, the Company agreed to reduce the exercise price of the Series B Convertible Preferred Stock and the Series L Warrants to $ 1.78 per share, and the holders agreed to immediately exercise all of their Series L Warrants for cash.

Following the execution of the Letter Agreement, the holders exercised 225,564 Series L Warrants to purchase 225,564 shares of common stock at the reduced exercise price of $ 1.78 per share, resulting in aggregate gross proceeds to the Company of approximately $ 0.4 million.

There are no Series L Warrants outstanding as of March 31, 2026 .

Pursuant to the Letter Agreement, the Company and the holders also agreed that the beneficial ownership limitation applicable to the Series L Warrants would be increased from 4.99 % to 9.99 %, effective immediately as of the date of the agreement, with the holders waiving any prior notice period requirements.

Additionally, the holders agreed to certain trading volume restrictions.

The Company accounted for the reduction in the exercise price of the Series L Warrants as a modification of equity-classified warrants.

The incremental fair value of the Series L Warrants resulting from the modification, which was measured as of the modification date using a Black-Scholes valuation model, was recognized as an equity issuance cost within additional paid-in capital in the condensed consolidated balance sheets.

The Company accounted for the settlement of the Series L Warrants pursuant to the Letter Agreement as an induced exercise of equity-classified warrants.

The incremental fair value of the additional consideration provided to the holders in connection with the settlement, including the incremental fair value attributable to the modified Series B Convertible Preferred Stock, was recognized as a deemed dividend within additional paid-in capital in the condensed consolidated balance sheets.

See Note 13, Preferred Stock, for additional information.

March 2026 Private Placement

March 2026, the Company entered into an additional Securities Purchase Agreement (the

“March 2026 SPA”) with certain accredited investors for a private placement financing.

Pursuant to the

March 2026 SPA, the Company completed the

first closing and issued

1,853 shares of Series C-

1 Convertible Preferred Stock.

The Company collected gross proceeds of

$ 1.9 million before deducting direct and incremental offering expenses payable by the Company.

Pursuant to the March 2026 SPA, the investors agreed to purchase 1,853 shares of each newly designated Series C- 2 and Series C- 3 Convertible Preferred Stock, under additional closings (the "Second Tranche" and "Third Tranche," respectively) for aggregate gross proceeds of $ 1.9 million per closing.

Furthermore, under the March 2026 SPA, the investors have the right, but not the obligation, to purchase up to an aggregate of $ 39.2 million of Series C- 4 Convertible Preferred Stock, in one or more closings (the "Additional Investment Right").

The Company evaluated the Series C- 1 Convertible Preferred Stock, the additional closing rights related to the Series C- 2 and Series C- 3 Convertible Preferred Stock, and the additional investment right related to the Series C- 4 Convertible Preferred Stock.

The Company determined that, except as described in Note 13, Preferred Stock, with respect to certain contingent payment provisions embedded in the Series C- 1 Convertible Preferred Stock, these instruments do not require liability classification pursuant to ASC Topic 480 and do not contain net cash settlement provisions that would preclude equity classification under ASC Topic 815 - 40.

Accordingly, these instruments were recorded to additional paid-in capital in the consolidated balance sheets.

See Note 13, Preferred Stock, for additional information on the convertible preferred stock issued in connection with the March 2026 SPA.

In connection with the March 2026 Private Placement, the Company also entered into a registration rights agreement with the investors requiring the Company to register for resale the shares of common stock issuable upon conversion of the Series C- 1, Series C- 2 and Series C- 3 Convertible Preferred Stock.

Failure to timely comply with certain registration obligations may require the Company to make cash payments to the investors.

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

Warrants outstanding, December 31, 2025

Warrants outstanding, September 30, 2025

As of September 30, 2025 and December 31, 2024 , all warrants outstanding are recorded in additional paid-in capital in the condensed consolidated balance sheets.

The following table presents the number and type of common stock purchase warrants outstanding, their exercise price, and expiration dates as of September 30, 2025 :

Warrants outstanding, March 31, 2026

As of March 31, 2026 and December 31, 2025 , all warrants outstanding are recorded in additional paid-in capital in the condensed consolidated balance sheets.

The following table presents the number and type of common stock purchase warrants outstanding, their exercise price, and expiration dates as of March 31, 2026 :

Exercise Price

1 unchanged sentence

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

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

December 2025 Series M Warrants

**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 March 31, 2026 , the warrants issued by the Company had a weighted average exercise price of $ 19.42 .

Placement Fees

5 unchanged sentences

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

September 30, 2025 and

March 31, 2026 and

December 31, 2025 .

12 unchanged sentences

Upon consummation of the Merger, each holder of Old Catheter Convertible Promissory Notes received, in exchange for discharge of the principal of their Notes, a number of shares of the Company's Series X Convertible Preferred Stock representing a potential right to convert into the Company's common stock in an amount equal to one common share for each $ 608 of principal amount.

As of September 30, 2025 and December 31, 2024, the remaining 12,656 shares of Series X Convertible Preferred Stock are outstanding and are expected to remain outstanding until the Company meets the initial listing standards of the NYSE American or another national securities exchange or is delisted from the NYSE American, at which time they will convert into common stock.

Series A Convertible Preferred Stock

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.

All of the Series A Convertible Preferred Stock were converted as follows:

Date of Conversion

Series A Shares Converted

Series X Shares Converted

Common Shares Issued

July 24, 2023

January 24, 2024

July 11, 2024

July 22, 2024

July 23, 2024

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

December 5, 2025

As of March 31, 2026 and December 31, 2025 , the Company had no shares of Series X Convertible Preferred Stock outstanding.

Series B Convertible Preferred Stock

3 unchanged sentences

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.

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

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

9 unchanged sentences

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 September 30, 2025 .

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

The estimated fair value of these embedded derivatives was deemed to be de minimis at issuance and at March 31, 2026 .

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

On February 6, 2026, the Company entered into the Letter Agreement described in Note 12, Equity Offerings and agreed to reduce the conversion price of the Series B Convertible Preferred Stock to an alternative price of $ 1.78 per share.

Pursuant to the Letter Agreement, the beneficial ownership limitation for the Series B Convertible Preferred Stock was increased from 4.99 % to 9.99 %, effective immediately, with the holders waiving any prior notice period requirements.

The shares of common stock underlying the Series B Convertible Preferred Stock are subject to the same trading volume restriction provisions described in Note 12, Equity Offerings.

In consideration for the reduction in conversion price and subsequent to the exercise of the Series L Warrants described, the holders agreed to convert their Series B Convertible Preferred Stock at the reduced conversion price such that the holders would collectively hold 9.99 % of the outstanding shares of the Company’s common stock immediately after giving effect to such conversions and warrant exercises.

The amendment to the Series B Convertible Preferred Stock pursuant to the Letter Agreement was accounted for as an extinguishment.

Upon extinguishment, the Company derecognized the original Series B Convertible Preferred Stock at its carrying amount, and recognized the amended Series B Convertible Preferred Stock at fair value.

The resulting difference of $ 1.4 million was recorded as an adjustment to additional paid-in capital and recognized as a deemed dividend.

Series B Convertible Preferred Stock were converted as follows:

3 unchanged sentences

June 11, 2025

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

March 10, 2026 597 335,346

As of March 31, 2026 and December 31, 2025 , the Company had 1,632 and 2,229 shares of Series B Convertible Preferred Stock outstanding.

Series C- 1 Convertible Preferred Stock

In February and March 2026, pursuant to the February 2026 Private Placement and the March 2026 Private Placement, the Company issued 1,617 shares and 1,853 shares, respectively, of its newly designated Series C- 1 Convertible Preferred Stock.

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

Subject to certain limitations described below, the Series C- 1 Convertible Preferred Stock is convertible into shares of the Company’s common stock at the option of the holder at an initial conversion price of $ 1.43 per share, subject to adjustment in certain circumstances as set forth in the Certificate of Designations.

Following the date that the registration statement filed pursuant to the related registration rights agreement is first declared effective by the Securities and Exchange Commission (the “Effective Date”), the conversion price is reduced to the lower of (i) the conversion price in effect immediately prior to the Effective Date and (ii) 80% of the lower of (A) the official closing price of the Company’s common stock immediately prior to the applicable date of determination or (B) the five -day volume weighted average price of the Company’s common stock immediately prior to the applicable date of determination (the “Applicable Price”) on the Effective Date.

Following the date stockholder approval is obtained under applicable exchange rules (the “Stockholder Approval Date”), the conversion price is further reduced to the lower of (i) the conversion price in effect immediately prior to the Stockholder Approval Date and (ii) 80% of the Applicable Price on the Stockholder Approval Date.

In each case, the conversion price is subject to a floor price of $ 0.35 , unless waived by the Company in its sole discretion.

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

The conversion of the Series C- 1 Convertible Preferred Stock is also subject to stockholder approval and certain beneficial ownership limitations.

Prior to the Stockholder Approval Date, the Series C- 1 Convertible Preferred Stock may only be converted into shares of common stock up to the maximum amount permitted under applicable exchange rules.

Notwithstanding the foregoing, the holders of shares of Series C- 1 Convertible Preferred Stock do not have the right to convert any portion of their Series C- 1 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 C- 1 Convertible Preferred Stock are entitled to receive dividends when and as declared by the Board of Directors, in its sole discretion, on the stated value of such shares.

In addition, upon certain rights offerings or other distributions to holders of common stock, the holders of Series C- 1 Convertible Preferred Stock are entitled to participate on an as-if-converted-to-common-stock basis, in each case subject to the Beneficial Ownership Limitation and applicable issuance limitations.

Upon any liquidation, dissolution or winding-up of the Company, the holders of Series C- 1 Convertible Preferred Stock are entitled to receive, prior and in preference to any distribution to holders of Junior Securities, an amount equal to the stated value of such shares, plus any accrued and unpaid dividends thereon, if any, and any other fees or liquidated damages then due and owing.

In the event of certain fundamental transactions, upon any subsequent conversion of the Series C- 1 Convertible Preferred Stock, the holders will be entitled to receive, for each share of common stock that would otherwise have been issuable upon conversion immediately prior to such transaction, the same kind and amount of securities, cash or other property that would have been received by a holder of common stock, and the conversion price will be adjusted accordingly.

The Series C- 1 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 March 31, 2026.

Except as otherwise required by law, and subject to certain protective provisions, the Series C- 1 Convertible Preferred Stock do not have voting rights.

As of March 31, 2026 , the Company had 3,470 shares of Series C- 1 Convertible Preferred Stock outstanding.

Series J Convertible Preferred Stock

On December 31, 2025 , pursuant to the Exchange Agreement discussed in Note 9 , 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.

The Company recognized the fair value of the Series J Convertible Preferred Stock of $ 5.3 million in additional paid-in capital in the consolidated balance sheets.

The conversion of the Series J Convertible Preferred Stock is subject to stockholder approval and Beneficial Ownership Limitations.

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

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

The holders also have the right to receive dividends when and as declared by the Board of Directors.

No dividends have been granted to the Series J Convertible Preferred Stockholders.

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

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

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

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

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

As of March 31, 2026 , the Company had 9,490 shares of Series J Convertible Preferred Stock outstanding.

Stock-Based Compensation

1 unchanged sentence

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

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

2018 Employee Stock Purchase Plan

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.

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.

2020 Inducement Equity Incentive Plan

2 unchanged sentences

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

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

No shares are reserved for future issuance under the 2020 Plan as of March 31, 2026 and December 31, 2025.

2023 Equity Incentive Plan

4 unchanged sentences

five -year period or as determined by the Board’s Compensation Committee (the "Committee"), while grants to non-employee directors vest as determined by the Committee.

September 30, 2025 and

March 31, 2026 and

December 31, 2025 ,

6 unchanged sentences

may be determined by the Board.

For the nine months ended September 30, 2025 , the Committee approved the grant of 140,373 stock options with service-based conditions and 19,987 stock options with performance-based conditions.

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

Of the stock options with performance-based conditions, 11,832 contain performance conditions related to the achievement of specified quarterly sales targets in 2025 (“quarterly sales performance conditions”) and 8,155 contain performance conditions related to the achievement of tiered sales targets for 2025 (“tiered sales performance conditions”).

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

For the three months ended March 31, 2026 .

the Committee approved the grant of 200,000 stock options with service-based conditions.

The stock options vest in equal installments over requisite service period of 3 years.

No stock options with performance-based conditions and were granted during the three months ended March 31, 2026 .

The options granted for the

2023 Plan for the

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

three months ended March 31, 2026 and 2025 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 Nine Months Ended

September 30,

For the Three Months Ended

Risk-free interest rate

5 unchanged sentences

Options with Performance-Based Vesting Conditions

For the Nine Months Ended

September 30,

For the Three Months Ended

Risk-free interest rate

2 unchanged sentences

Expected life (in years)

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

The following is a summary of stock option activity for the 2023 Plan options for the three months ended March 31, 2026 :

Stock Exercise Remaining Intrinsic Value

7 unchanged sentences

( 4,693 ) 8.56 — —

Outstanding at September 30, 2025

Outstanding at March 31, 2026

318,985 $ 3.72 9.63 $ —

Vested and expected to vest at September 30, 2025

Vested and expected to vest at March 31, 2026

318,985 $ 3.72 9.63 $ —

Exercisable at September 30, 2025

Exercisable at March 31, 2026

28,175 $ 13.12 8.60 $ —

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

The weighted-average grant-date fair value of the 2023 Plan options granted during the three months ended March 31, 2026 and 2025 was $ 0.93 and $ 8.25 per share, respectively.

Non-Plan Options Issued

1 unchanged sentence

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

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

For the Nine Months Ended

September 30,

The Non-Plan Options issued for the three months ended March 31, 2026 and 2025 were valued using the Black-Scholes model based on the following assumptions on the date of issue:

For the Three Months Ended

Risk-free interest rate

4.62 % 4.63 %

97.00 % 211.61 %

Expected dividend yield

Expected life (in years)

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

The following is a summary of stock option activity for the Non-Plan options for the three months ended March 31, 2026 :

Stock Exercise Remaining Intrinsic Value

4 unchanged sentences

Options granted

26,315 10.07 — —

Cancelled/forfeited

( 1,315 ) 101.10 — —

Outstanding at September 30, 2025

26,315 $ 10.07 9.27 $ —

Vested and expected to vest at September 30, 2025

Outstanding at March 31, 2026

26,315 $ 10.07 8.78 $ —

Exercisable at September 30, 2025

Vested and expected to vest at March 31, 2026

26,315 $ 10.07 8.78 $ —

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

Restricted Stock Awards

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

Restricted Grant Date

Outstanding at December 31, 2024

Exercisable at March 31, 2026

10,233 $ 10.07 8.78 $ —

Cancelled/forfeited

Outstanding at September 30, 2025

The weighted-average grant-date fair value of the Non-Plan options granted during the three months ended March 31, 2026 and 2025 was $ 0 and $ 7.92 per share, respectively.

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

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

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

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 September 30, 2025 was as follows:

Stock-based compensation expense for the three months ended March 31, 2026 and 2025 was $ 64 thousand and $ 91 thousand , respectively.

Unrecognized Expense (in thousands)

2 unchanged sentences

Stock options (2023 Plan Options)

Restricted stock awards

Asset Acquisitions

1 unchanged sentence

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 nine months ended September 30, 2025 .

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

As of March 31, 2026 , 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 8, Notes Payable, the Company transferred the Perikard membership interests for de minimis proceeds to Mr.

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

Because the patent was fully expensed as IPR&D at the time of acquisition and Perikard held no other assets or liabilities, no impairment or other charges were recognized in connection with the disposal.

See Note 8, Notes Payable, for additional information over the debt extinguishment.

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

4 unchanged sentences

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

The IPR&D Asset was determined to have no alternative future use, and accordingly, the Company expensed the costs of acquisition of $ 1.9 million, consisting of $ 0.3 million in stock consideration, $ 1.3 million of promissory note, and $ 0.3 million in direct transaction costs, as acquired research and development expenses in the condensed consolidated statements of operations for the nine months ended September 30, 2025 .

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 statement of operations for the year ended December 31, 2025 .

See Note 8, Notes Payable for additional information on the Note Payable.

1 unchanged sentence

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

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

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

For the three months ended March 31, 2026 and 2025, the Company recorded federal income tax benefit of $ 1.5 million and $ 0.7 million, r espectively, and no state income tax provision or benefit.

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

1 unchanged sentence

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

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

The Company has no open income tax audits with any taxing authority as of March 31, 2026 .

Commitments and Contingencies

1 unchanged sentence

In management’s opinion, any potential loss resulting from the resolution of these matters will not have a material effect on the results of operations, financial position or cash flows of the Company.

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

Employment Litigation

In connection with the FLYTE acquisition, the Company assumed certain cont ingent liabilities, including an employment dispute with a former FLYTE employee alleging wrongful termination.

The matter is currently proceeding through arbitration.

While the Company disputes these allegations, the Company determined a loss was probable and reasonably estimable and recorded an estimated liability of $ 0.2 million under accrued expenses in the condensed consolidated balance sheets as of March 31, 2026.

No amounts have been paid related to this matter as of March 31, 2026.

Promissory Note Settlement

Prior to the Company’s acquisition of Flyte, Flyte was involved in a legal proceeding regarding a defaulted unsecured subordinated promissory note originally executed in November 2023.

In September 2025, judgment was entered against Flyte in favor of the noteholders.

On March 9, 2026, Flyte entered into a settlement and judgment satisfaction agreement to resolve the matter and satisfy the judgment.

Pursuant to the agreement, Flyte agreed to pay an aggregate settlement amount of $ 0.3 million in two installments of $ 150 thousand each, with the first installment due on March 9, 2026 and the second installment due on May 9, 2026.

The Company paid $ 150 thousand during the three months ended March 31, 2026, and the remaining $ 150 thousand is included within accrued expenses on the condensed consolidated balance sheets as of March 31, 2026.

Related Parties

Prior to the Merger, David A.

Prior to the 2023 Merger between Old Catheter and Catheter, David A.

Jenkins, the Company’s current Executive Chairman of the Board and Chief Executive Officer, and Old Catheter’s Chairman of the Board of Directors, and his affiliates held approximately $ 25.1 million of Old Catheter’s Convertible Promissory Notes, or the Notes, that were converted into 7,856.251 shares of Series X Convertible Preferred Stock in connection with the Merger (see Note 13, Preferred Stock).

4 unchanged sentences

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 9, Royalties Payable, for additional information over the royalties payable due to these related parties.

Refer to Note 13, Preferred Stock, for additional information over the Series J Convertible Preferred Stock.

In addition to the shares described above that were issued in connection with the Notes, Mr.

1 unchanged sentence

Jenkins’ adult children received 1,284.344 shares of Series X Convertible Preferred Stock in the Merger, all in exchange for their equity interests in Old Catheter in accordance with the Merger exchange ratio.

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

As of December 31, 2025 and March 31, 2026 , all of the Series X Preferred Stock held by these related parties had been converted into shares of common stock.

Jenkins’ daughter, the Company’s non-executive Chief Operating Officer, received options to purchase 757 shares of the Company’s common stock upon the closing of the Merger in exchange for her options to purchase shares of Old Catheter common stock, converted based on the exchange ratio in the Merger.

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

Of the total options to purchase 757 shares of the Company’s common stock, 17 options have expired as of March 31, 2026 , 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.

7 unchanged sentences

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

On December 31, 2025, the Notes were amended a second time to extend the maturity date of the notes payable to the Jenkins Family Charitable Institute to January 31, 2028, and the notes payable to FatBoy Capital, L.P.

Jenkins to January 31, 2029.

In connection with the second amendment of the Notes, the Company transferred its Perikard membership interests to Mr.

Jenkins for de minimis proceeds and issued an aggregate of 340,000 Series M Warrants to FatBoy Capital, L.P.

Jenkins with a fair value of $ 509 thousand.

See Note 8, Notes Payable, Note 15, Asset Acquisitions, and Note 12, 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.

1 unchanged sentence

See Note 8, Notes Payable for further information.

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

The related parties and the amounts owed to each related party as of March 31, 2026 are summarized in the following table (in thousands):

Related Party

3 unchanged sentences

David Jenkins

FatBoy Capital

$ 500 $ 81 $ 15

FatBoy Capital, L.P.

$ 150 $ 25 $ 5

FatBoy Capital, L.P.

$ 250 $ 40 $ 7

FatBoy Capital, L.P.

$ 100 $ 17 $ 3

Jenkins Family Charitable Institute

$ 500 $ 80 $ 15

David Jenkins

$ 150 $ — $ 5

Lifestim, Inc.

$ 150 $ — $ 5

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;

1 unchanged sentence

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;

26,316 Series I Warrants with an exercise price of $ 19.00 per share that expired 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.

10 unchanged sentences

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

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

Following the Company's acquisition of FLYTE in February and March 2026, the Company leases aircrafts from SEG Jets.

The aircraft leases are used in connection with FLYTE’s aviation operations.

The aircraft leases commenced between March 9, 2026 and March 16, 2026, and have remaining lease terms ranging from 18 months to 24 months and require fixed monthly lease payments.

On March 26, 2026, David Jenkins and Philip Anderson, received options to purchase 40,000 shares of the Company's common stock, respectively.

The options have an exercise price of $ 1.15 per share, fully vest on September 22, 2026 and expire in March 2036.

Subsequent Events

Increase in the Number of Authorized Shares of Common Stock

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

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

Reverse Stock Split

On April 15, 2026, the shareholders of the Company approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split.

The proposal allows but does not require the Board to effect a reverse stock split of the Company’s common stock at a reverse stock split ratio of not less than 1 -for- 2 and not greater than 1 -for- 100 .

The Board has not yet effected this reverse stock split.

Issuance of Series D Convertible Preferred Stock

On April 20, 2026, in connection with the Company’s acquisition of FLYTE, the Company issued 5,250 and 5,778 shares of its newly designated Series D Convertible Preferred Stock, par value $ 0.0001 per share and stated value of $ 1,000 per share to SEG Jets and Creatd, respectively.

Subject to certain limitations described below, the Series D Preferred Stock are convertible into shares of the Company's common stock at the option of a holder at an initial conversion price of $ 1.1038 per share, subject to adjustment in certain circumstances as set forth in the Certificate of Designations.

Following the date on which the registration statement filed pursuant to the related registration rights agreement is first declared effective by the Securities and Exchange Commission (the "Effective Date”), the conversion price shall be reduced to equal the lower of (i) the conversion price in effect immediately prior to the Effective Date and (ii) the Applicable Price on the Effective Date.

In each case, the conversion price if subject to a floor price of $ 0.35 , unless waived by the Company in its sole discretion.

The conversion of the Series D Convertible Preferred Stock is subject to stockholder approval and certain beneficial ownership limitations.

Prior to the Stockholder Approval Date, the Series D Convertible Preferred Stock may only be converted into shares of common stock up to the maximum amount permitted under applicable exchange rules.

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

Holders of Series D Convertible Preferred Stock are entitled to receive dividends when and as declared by the Board of Directors, in its sole discretion, on the stated value of such shares.

In addition, upon certain rights offerings or other distributions to holders of common stock, the holders of Series D Convertible Preferred Stock are entitled to participate on an as-if-converted-to-common-stock basis, in each case subject to the Beneficial Ownership Limitation and applicable issuance limitations.

Upon any liquidation, dissolution or winding-up of the Company, the holders of Series D Convertible Preferred Stock are entitled to receive, prior and in preference to any distribution to holders of Junior Securities, an amount equal to the stated value of such shares, plus any accrued and unpaid dividends thereon, if any, and any other fees or liquidated damages then due and owing.

In the event of certain fundamental transactions, upon any subsequent conversion of the Series D Convertible Preferred Stock, the holders will be entitled to receive, for each share of common stock that would otherwise have been issuable upon conversion immediately prior to such transaction, the same kind and amount of securities, cash or other property that would have been received by a holder of common stock, and the conversion price will be adjusted accordingly.

Except as otherwise required by law, and subject to certain protective provisions, the Series D Convertible Preferred Stock do not have voting rights.

Issuance of Series C- 2 Convertible Preferred Stock

Subject to certain limitations described below, the Series C- 2 Convertible Preferred Stock is convertible into shares of the Company’s common stock at the option of the holder at an initial conversion price of $ 0.883 per share, subject to adjustment in certain circumstances as set forth in the Certificate of Designations.

In each case, the conversion price is subject to a floor price of $ 0.35 , unless waived by the Company in its sole discretion.

The conversion of the Series C- 2 Convertible Preferred Stock is subject to stockholder approval and certain beneficial ownership limitations.

Prior to the Stockholder Approval Date, the Series C- 2 Convertible Preferred Stock may only be converted into shares of common stock up to the maximum amount permitted under applicable exchange rules.

Notwithstanding the foregoing, the holders of shares of Series C- 2 Convertible Preferred Stock do not have the right to convert any portion of their Series C- 2 Convertible Preferred Stock if the holder, together with its affiliates, would beneficially own a number of shares of common stock in excess of 4.99 % of the shares of common stock then outstanding (the “Beneficial Ownership Limitation”).

Holders of Series C- 2 Convertible Preferred Stock are entitled to receive dividends when and as declared by the Board of Directors, in its sole discretion, on the stated value of such shares.

In addition, upon certain rights offerings or other distributions to holders of common stock, the holders of Series C- 2 Convertible Preferred Stock are entitled to participate on an as-if-converted-to-common-stock basis, in each case subject to the Beneficial Ownership Limitation and applicable issuance limitations.

Upon any liquidation, dissolution or winding-up of the Company, the holders of Series C- 2 Convertible Preferred Stock are entitled to receive, prior and in preference to any distribution to holders of Junior Securities, an amount equal to the stated value of such shares, plus any accrued and unpaid dividends thereon, if any, and any other fees or liquidated damages then due and owing.

In the event of certain fundamental transactions, upon any subsequent conversion of the Series C- 2 Convertible Preferred Stock, the holders will be entitled to receive, for each share of common stock that would otherwise have been issuable upon conversion immediately prior to such transaction, the same kind and amount of securities, cash or other property that would have been received by a holder of common stock, and the conversion price will be adjusted accordingly.

Except as otherwise required by law, and subject to certain protective provisions, the Series C- 2 Convertible Preferred Stock do not have voting rights.

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

What changed 10-Q

Item 1. Financial Statements