What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-18 · 616 added, 382 removed, 1274 unchanged (44% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

March 31, 2026

June 30, 2026

December 31, 2025

1 unchanged sentence

Cash and cash equivalents

Marketable securities

Accounts receivable, net

13 unchanged sentences

Deferred revenue

Short-term notes payable, net of discount

Convertible notes payable, at fair value

Short-term promissory notes

Short-term notes payable, net of discount

Short-term notes payable due to related parties

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

Deferred consideration

Deferred stock issuance liability

Current portion of royalties payable due to related parties

12 unchanged sentences

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

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

321 and 2,229 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Series C Convertible Preferred Stock (comprising sub-series C-1 and C-2), $ 0.0001 par value, 7,157 shares designated;

6,940 and 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Series D Convertible Preferred Stock, $ 0.0001 par value, 11,028 shares designated;

11,028 and 0 shares issued and outstanding as of June 30, 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

9,490 shares issued and outstanding as of June 30, 2026 and December 31, 2025

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

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

0 shares issued and outstanding as of June 30, 2026 and December 31, 2025

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

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

3,609,471 and 1,738,955 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

12 unchanged sentences

(in thousands, except per share data)

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Product revenue

16 unchanged sentences

Change in fair value of royalties payable due to related parties

Change in fair value of trading debt securities

Change in fair value of minority equity interest

Change in fair value of deferred consideration

Loss on debt extinguishment

Unrealized gains and losses on marketable securities, net

Other expenses, net

5 unchanged sentences

Deemed dividend on warrant inducement offer

Deemed contribution on extinguishment of preferred stock

Net loss attributable to Catheter Precision, Inc.

9 unchanged sentences

Series C Convertible Preferred Stock

Series D Convertible Preferred Stock

Series J Convertible Preferred Stock

6 unchanged sentences

Balance at December 31, 2025

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

Issuance of common stock and other equity-classified contracts, net (see Note 13)

Issuance of common stock upon exercise of warrants (see Note 13)

Conversion of preferred stock

Conversion of preferred stock (see Note 14)

Stock-based compensation

Balance at March 31, 2026

Issuance of preferred stock, net (see Note 13)

Issuance of preferred stock for business combination (see Note 3)

Extinguishment of preferred stock (see Note 14)

Issuance of new preferred stock upon extinguishing old preferred stock (see Note 14)

Deemed contribution on extinguishment of preferred stock (see Note 14)

Conversion of preferred stock (see Note 14)

Stock-based compensation

Balance at June 30, 2026

Series B Convertible Preferred Stock

Series C Convertible Preferred Stock

Series D Convertible Preferred Stock

Series J Convertible Preferred Stock

11 unchanged sentences

Balance at March 31, 2025

Stock-based compensation

Issuance of common stock for vested restricted stock awards

Issuance of common stock for asset acquisition (see Note 16)

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

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

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

Conversion of preferred stock

Issuance of VIE shares to non-controlling interest

Balance at June 30, 2025

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

4 unchanged sentences

Change in fair value of deferred consideration

Change in fair value of deferred stock issuance liability

Change in fair value of royalties payable due to related parties

Deferred income tax provision (benefit)

( 174 ) ( 724 )

Change in fair value of trading debt securities

Loss on debt extinguishment

Unrealized gains and losses on marketable securities, net

Deferred income tax benefit

Acquired in-process research and development

2 unchanged sentences

Accounts receivable

( 105 ) ( 16 )

Prepaid expenses and other current assets

Operating lease right-of-use assets and lease liabilities

( 97 ) ( 25 )

Prepaid expenses and other assets

Operating lease liabilities

Current portion of royalties payable due to related parties

( 42 ) ( 11 )

Accounts payable

3 unchanged sentences

Interest accrued on notes payable of variable interest entities

Interest accrued on notes payable

Net cash used in operating activities

( 2,796 ) ( 2,338 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Consideration paid for acquired in-process research and development

Purchase of acquired in-process research and development

Purchase of marketable securities

Purchases of property and equipment

Proceeds from sales of marketable securities

Acquisition, net of cash acquired

Net cash used in investing activities

( 1,319 ) ( 10 )

CASH FLOWS FROM FINANCING ACTIVITIES:

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

Proceeds from deferred stock issuance payable

Proceeds from exercise of warrants (see Note 13)

Payments on short-term notes payable

( 499 ) ( 75 )

Proceeds from short-term notes payable due to related parties

Payments on convertible notes payable

Payments on notes payable

Proceeds from notes payable

Net cash provided by (used in) financing activities

Net cash provided by financing activities

NET CHANGE IN CASH AND CASH EQUIVALENTS

353 ( 2,423 )

CASH AND CASH EQUIVALENTS, beginning of period.

4 unchanged sentences

Deemed dividend on warrant inducement offer

Fair value of common stock issued in connection with asset acquisitions

Deemed contribution on extinguishment of convertible preferred stock

Fair value of deferred consideration payable for initial minority equity interest

1 unchanged sentence

Fair value of deferred consideration payable in connection with acquisition

Fair value of convertible preferred stock issued to settle deferred consideration

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

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

Fair value of common stock issued in connection with asset acquisitions

Consideration for asset acquisition included in accounts payable

Consideration for asset acquisition included in non-controlling interest

Fair value of trading debt securities obtained as consideration for convertible preferred stock and other equity-classified warrants

See accompanying notes to unaudited condensed consolidated financial statements.

7 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 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”).

The Company's operating activities primarily related to Old Catheter's historical business, which included 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.

2 unchanged sentences

("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.

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

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

2 unchanged sentences

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”).

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 System (“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.

14 unchanged sentences

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.

Through its wholly owned subsidiary, the Company operates a private aviation company providing regional private jet charter services primarily using its own fleet of Cirrus Vision airplanes.

Charter customers are sourced through a network of brokers who make a market between customers and private aviation companies, and also through its recently launched Direct to Consumer app and website.

The subsidiary’s business strategy includes providing low-cost private aviation compared to traditional charter services as an alternative to driving within the typical 450 -mile range of the Vision jet.

The company’s recently launched app enables customers to quickly and easily book and pay for flights and has begun to create and increase brand awareness among the company’s target market of customers who choose to reduce the time required to travel to and from destinations with the speed of flight.

The company has also recently launched the ability for customers to bid to fly on empty-leg segments intended to turn those segments into cost-neutral or profitable flights.

During the remainder of 2026 the company anticipates commencing operating flights to and from the Bahamas, Canada and Mexico.

Reverse Stock Split

On January 13, 2025, at a Special Meeting of Stockholders of the Company, the stockholders approved an amendment to the Amended and Restated Certificate of Incorporation of the Company, which included an increase in the authorized capital stock to 70 million shares, consisting of 60 million shares of common stock and 10 million shares of preferred stock.

The amendment was effected on January 13, 2025.

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

The amendment was effected on October 17, 2025.

On July 25, 2025, at the Annual Meeting of Stockholders of the Company, the stockholders approved an Amendment to the Amended and Restated Certificate of Incorporation of the Company to effect a reverse stock split within specified parameters.

3 unchanged sentences

Stockholders who would otherwise have been entitled to receive a fractional share were entitled to receive their pro rata portion of the net proceeds obtained from the aggregation and sale by the exchange agent of the fractional shares resulting from the reverse stock split (reduced by any customary brokerage fees, commissions and other expenses).

All references to share and per share amounts for all periods presented in the unaudited condensed consolidated financial statements have been retrospectively restated to reflect this reverse stock split.

All rights to receive shares of common stock under outstanding securities, including but not limited to, warrants and options, were adjusted to give effect to the reverse stock split.

Furthermore, proportionate adjustments were made to the per share exercise price and the number of shares of common stock that may be purchased upon exercise of outstanding warrants and stock options granted by the Company, and the number of shares of common stock reserved for future issuance under the Company’s Equity Incentive Plan.

On April 15, 2026, the shareholders of the Company approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation 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.

Going Concern

1 unchanged sentence

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

For the three months ended March 31, 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.

For the six months ended June 30, 2026 , the Company incurred $ 5.0 million in net losses and used $ 5.7 million in cash for operating activities.

As of June 30, 2026 , the Company had an accumulated deficit of $ 314.5 million, working capital deficit of $ 10.9 million, and cash and cash equivalents of $ 0.6 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 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.

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 and 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 and stated value 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.

1 unchanged sentence

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.

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 for aggregate gross proceeds of $ 1.9 million, net of $ 0.1 million in issuance costs.

The investors agreed to purchase newly designated Series C- 2 and Series C- 3 Convertible Preferred Stock under additional closings for aggregate gross proceeds of $ 1.9 million per closing.

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

The investors also have the right, but not the obligation, to purchase up to an aggregate of $ 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 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.

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 in one or more closings.

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 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.

On July 15, 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- 3 Convertible Preferred Stock for aggregate proceeds of $ 3.5 million.

On July 30, 2026, pursuant to the Securities Purchase Agreements dated February 6, 2026 and March 9, 2026, the Company issued an aggregate of 2,821 shares of the Company’s newly designated Series C- 4 Convertible Preferred Stock for aggregate proceeds of $ 2.8 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.

19 unchanged sentences

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.

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

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

2 unchanged sentences

Actual results could differ from those estimates.

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

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 and contribution, fair value of warrants issued, fair value of deferred stock issuance liabilities, and fair value of equity and liability classified awards granted.

Concentrations of Credit Risk

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's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable during the six months ended June 30, 2026 and 2025 .

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.

4 unchanged sentences

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

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 .

One customer represented 18 % of total revenues for the three months ended June 30, 2026 and one customer represented 15 % of total revenues for the six months ended June 30, 2026 .

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

Two customers represented 13 % and one customer represented 38 % of total revenues for the six months ended June 30, 2025 .

The Company had four and five customers that individually accounted for more than 10% of total accounts receivable included in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 , respectively.

Two customers represented 19 % and 20 % of accounts receivable and two customers each represented 12 % of accounts receivable as of June 30, 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.

Reclassifications

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

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

In the current period, the Company (i) 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

1 unchanged sentence

(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.

The Company’s cardiac electrophysiology segment includes all activities related to the marketing, sales, and development of medical technologies in the cardiac electrophysiology field, together with corporate level activities of Catheter Precision, Inc.

that are reviewed by the CODM as part of this segment's results.

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.

4 unchanged sentences

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,

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 for the six months ended June 30, 2026 and 2025 (in thousands):

For the Six Months Ended June 30,

Cardiac Electrophysiology

11 unchanged sentences

Cost of product revenue

Cost of service revenues

Cost of service revenue

Total cost of revenues

53 910 963 25

Acquired in-process research and development expense

2 unchanged sentences

Stock-based compensation expense

330 — 330 189

Salaries and benefits expense

9 unchanged sentences

Change in fair value of royalties payable due to related parties

Change in fair value of trading debt securities

Change in fair value of minority equity interest

2 unchanged sentences

( 3,195 ) — ( 3,195 ) —

Loss on debt extinguishment

Unrealized gains and losses, net

( 378 ) — ( 378 ) —

Income tax benefit

2 unchanged sentences

1,271 594 1,865 1,450

Segment net loss

Segment and consolidated net loss

$ ( 3,877 ) $ ( 1,119 ) $ ( 4,996 ) $ ( 9,503 )

Reconciliation of net loss

Adjustments and reconciling items

Consolidated net loss

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 three months ended June 30, 2026 and 2025 (in thousands):

For the Three Months Ended June 30,

Cardiac Electrophysiology

Private Aviation

Product revenue

$ 54 $ — $ 54 $ 71

216 — 216 141

Total product revenues

270 — 270 212

Service revenue, net

Total service revenues, net

Total revenues

270 749 1,019 212

Cost of revenues:

Cost of product revenue

Cost of service revenue

Total cost of revenues

22 899 921 14

Acquired in-process research and development expense

Depreciation and amortization expense

367 15 382 529

Stock-based compensation expense

Salaries and benefits expense

647 282 929 1,310

Professional fees

1,127 21 1,148 317

Research and development expense

142 — 142 155

Interest income

( 4 ) — ( 4 ) ( 3 )

Interest expense

174 30 204 67

Change in fair value of royalties payable due to related parties

Change in fair value of trading debt securities

Change in fair value of minority equity interest

Change in fair value of deferred consideration

( 318 ) — ( 318 ) —

Loss on debt extinguishment

Unrealized gains and losses, net

( 378 ) — ( 378 ) —

Income tax benefit

( 312 ) — ( 312 ) ( 950 )

Other segment items (1)

751 489 1,240 628

Segment and consolidated net loss

$ ( 2,319 ) $ ( 987 ) $ ( 3,306 ) $ ( 5,458 )

( 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.

In connection with the FLYTE acquisition, including the associated tax implications of the acquisition, the Company recognized $ 13.0 million in goodwill that is fully allocated to the private aviation segment during the six months ended June 30, 2026 .

Cash and Cash Equivalents

1 unchanged sentence

Cash and cash equivalents primarily represent funds invested in readily available checking and money market accounts.

Investments in Marketable Securities

The Company accounts for its investments in equity securities pursuant to ASC 321, Investments—Equity Securities ("ASC Topic 321" ).

Equity securities with readily determinable fair values are initially recognized and subsequently measured at fair value, with realized and unrealized gains and losses recognized in the condensed consolidated statements of operations within unrealized gains and losses on marketable securities, net.

Realized gains and losses are determined based on the difference between the proceeds received and the carrying value of the securities sold.

Fair Value Measurements

4 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, 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

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.

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

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

March 31, 2026

June 30, 2026

Cash equivalents

$ 339 $ 339 $ — $ —

Money market funds

$ 12 $ 12 $ — $ —

Royalties payable due to related parties

Marketable securities

1,196 1,196 — —

Deferred consideration

$ 1,208 $ 1,208 $ — $ —

Convertible notes payable

Royalties payable due to related parties

$ 792 $ — $ — $ 792

Deferred stock issuance liability

Total liabilities

10 unchanged sentences

$ 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

7 unchanged sentences

See Note 10 , Royalties Payable, for additional information over royalties payable due to related parties.

Convertible Notes Payable

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

The convertible notes payable were settled in June 2026, such that there is no remaining balance as of June 30, 2026.

See Note 9, Notes Payable for additional information.

Deferred Consideration

The deferred consideration consists of two components.

The deferred consideration consisted 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.

The Company was 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.

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

This obligation was classified as a current 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.

The deferred consideration was settled on April 20, 2026, when the Company issued 11,028 shares of Series D Convertible Preferred Stock to the sellers.

The deferred consideration was classified as a Level 3 recurring liability because the valuation utilized certain unobservable inputs that were supported by little or no market data.

The fair value of the Series D Convertible Preferred Stock was 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 utilized 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:

The Company remeasured the total deferred consideration, resulting in a decrease in fair value of approximately $ 0.3 million and $ 2.9 million during the three and six months ended June 30, 2026, respectively.

The change in fair value was recognized as a gain in the condensed consolidated statements of operations.

Deferred Stock Issuance Liability

On June 28, 2026, the Company received advanced proceeds of $ 0.6 million from an investor in exchange for the future issuance of the Series C- 3 Convertible Preferred Stock pursuant to the Securities Purchase Agreements dated February 6, 2026 and March 9, 2026.

The issuance of the Series C- 3 Convertible Preferred Stock is contingent upon the effectiveness of the registration rights agreement filed for the resale of the shares of common stock underlying the Series C- 1, Series C- 2, and Series C- 3 Convertible Preferred Stock.

The deferred stock issuance liability represents the Company's obligation to contingently issue 601 shares of Series C- 3 Convertible Preferred Stock to the investor.

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.

The deferred stock issuance liability is classified as a current liability on the condensed consolidated balance sheets as it was settled within twelve months of the balance sheet date.

The deferred stock issuance liability was settled on July 15, 2026, when the Company issued 601 shares of Series C- 3 Convertible Preferred Stock pursuant to the Securities Purchase Agreements dated February 6, 2026 and March 9, 2026 to the investor.

See Note 20, Subsequent Events, for additional information over the total number of shares of Series C- 3 Convertible Preferred Stock issued pursuant to the Securities Purchase Agreements dated February 6, 2026 and March 9, 2026.

The deferred stock issuance liability 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 C- 3 Convertible Preferred Stock is measured using the if converted method, which included contractual terms such as the number of shares issued, the $ 1,000 issued stated value, and the contractual conversion price.

The fair value of the deferred stock issuance liability initially recorded on June 28, 2026 was approximately $ 0.6 million.

The Company remeasured the total deferred consideration as of June 30, 2026 , resulting in an increase in fair value of approximately $ 47 thousand, which was recognized under other expenses, net in the condensed consolidated statements of operations.

As of June 30, 2026 , the fair value of the deferred stock issuance liability was approximately $ 0.6 million.

The following tables summarize the significant unobservable inputs used in Level 3 financial instruments as of June 30, 2026:

Valuation Technique

2 unchanged sentences

Discounted future cash flows

Deferred consideration

Revenue adjusted discount rate

Deferred stock issuance liability

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):

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 June 30, 2026.

The table below summarizes the change in account balance for Level 3 financial instruments for the three and six months ended June 30, 2026 (in thousands):

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Royalties Payable due to Related Parties

Deferred Stock Issuance Liability

Deferred Consideration

1 unchanged sentence

Balance at January 1, 2026

$ 792 $ — $ — $ 298

Fair value at issuance

Change in fair value

— — ( 2,877 ) —

Balance at March 31, 2026

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

792 — 8,151 298

Fair value at issuance

Change in fair value

— 46 ( 318 ) —

Settlement of financial instruments

— — ( 7,833 ) ( 403 )

Realized (gains) and losses

Balance at June 30, 2026

$ 792 $ 647 $ — $ —

The table below summarizes the change in account balance for Level 3 financial instruments for the three and six months ended June 30, 2025 (in thousands):

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Royalties Payable due to

Related Parties

Deferred Consideration

Convertible Notes Payable

Royalties Payable due to Related Parties

Trading Debt Securities

Balance at January 1, 2025

1 unchanged sentence

Balance at March 31, 2025

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.

Change in fair value

Balance at June 30, 2025

$ 12,043 $ 874

Increases or decreases in the fair value of royalties payable due to related parties and deferred stock issuance liability 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.

2 unchanged sentences

Accounts receivable consists of trade receivables recorded at invoiced amounts.

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

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

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

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

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

As of June 30, 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.

26 unchanged sentences

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.

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 June 30, 2026 .

The Company did not have goodwill nor indefinite-lived intangible assets as of December 31, 2025.

Impairment of Long-lived Assets

1 unchanged sentence

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.

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

There were no impairment charges recorded as of June 30, 2026 and 2025.

Royalties Payable Due to Related Parties

14 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 13, 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.

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.

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

Under ASC Topic 320, Investments:

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

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

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

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

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

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

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

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

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

In November 2025, the Company sold the QHSLab Notes.

The Company does not hold any trading debt securities as of December 31, 2025.

Convertible Notes Payable

7 unchanged sentences

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.

The convertible notes payable were settled in June 2026, such that there is no remaining balance as of June 30, 2026.

See Note 9, Notes Payable for additional information.

Variable Interest Entity

13 unchanged sentences

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

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.

As of June 30, 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 March 31, 2026 .

Cardionomix does not hold any other material assets or liabilities as of June 30, 2026 .

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

11 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 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.

As of June 30, 2026 , KardioNav's only assets or liabilities relate to short-term notes payable of variable interest entities due to related parties with a carrying value of $ 312 thousand included in the condensed consolidated balance sheets.

KardioNav does not hold any other material assets or liabilities.

37 unchanged sentences

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

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

LockeT is intended to temporarily secure sutures and aid clinicians in locating and removing sutures efficiently.

There were no software upgrade services revenues during the six months ended June 30, 2026 and 2025 .

The LockeT device represents a performance obligation in the customer contract.

8 unchanged sentences

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.

Revenue includes base charter rates, repositioning fees, and ancillary charges.

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

5 unchanged sentences

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

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

Disaggregation of Revenue

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

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Product Revenue

$ 210 $ 173 $ 364 $ 308

Total Product Revenue

$ 270 $ 212 $ 518 $ 355

Service Revenue

$ 749 $ — $ 933 $ —

Total Service Revenue

$ 749 $ — $ 933 $ —

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 recognizes revenue from deferred revenue as the related products or services are transferred to customers in accordance with the terms of the underlying customer contract.

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.

As of June 30, 2026 , the Company had no contract assets 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,

Six Months Ended June 30,

Deferred revenue, beginning of period

7 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 $ 26 thousand and $ 83 thousand during the three months ended March 31, 2026 and 2025 , respectively.

Advertising costs were $ 207 thousand and $ 233 thousand during the three and six months ended June 30, 2026 , respectively, $ 50 thousand and $ 133 thousand during the three and six months ended June 30, 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.

24 unchanged sentences

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 three months ended March 31, 2026 .

The legislation did not have a material impact on our income tax expense for the six months ended June 30, 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 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.

The Company’s Series X Convertible Preferred Stock, of which no shares were outstanding as of June 30, 2026 , as well as Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series J Convertible Preferred Stock, and outstanding warrants are participating securities as they contain participating rights in distributions made to common stockholders.

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

5 unchanged sentences

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

Diluted net loss per share is equivalent to basic net loss per share for the periods presented herein because common stock equivalent shares from 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).

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, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, and Series J Convertible Preferred Stock were anti-dilutive (see Note 12, Net Loss per Share).

Net loss attributable to Catheter Precision, Inc.

18 unchanged sentences

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

In December 2025, the FASB issued ASU 2025 - 12, Codification Improvements ("ASU 2025 - 12" ), which is intended to clarify, correct errors in and make improvements across various topics in the FASB Accounting Standards Codification ("ASC").

ASU 2025 - 12 is effective for interim reporting period within annual reporting periods beginning after December 15, 2026, with early adoption permitted.

Adoption can be applied prospectively or retrospectively.

The Company is currently evaluating the potential impact that ASU 2025 - 12 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

18 unchanged sentences

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):

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.

The Company will continue to evaluate and refine the allocation based on additional information obtained during the measurement period in accordance with ASC 805.

During the measurement period, there were changes to the preliminary purchase price allocation based on adjustments to the fair value of the acquired assets and assumed liabilities.

The measurement period adjustment did not have a material impact on the condensed consolidated statements of operations.

The following table summarizes the preliminary purchase price allocations relating to the Acquisition as of the Acquisition date and related adjustments thereafter (in thousands):

As Originally Reported

Measurement Period Adjustments

Assets acquired:

Cash and cash equivalents

$ 29 $ — $ 29

Accounts receivable

3 unchanged sentences

Intangible assets

7,450 ( 3,333 ) 4,117

9,430 3,532 12,962

Other non-current assets

Total assets acquired

$ 18,049 $ 199 $ 18,248

Liabilities assumed:

Accounts payable

$ 204 $ — $ 204

Accrued expenses

1 unchanged sentence

Deferred revenue

Deferred tax liability

Short-term notes payable

1,400 — 1,400

Notes payable

1 unchanged sentence

Total liabilities assumed

3,296 199 3,495

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.

$ 14,753 $ — $ 14,753

The Company recognized $ 13.0 million in total goodwill as of June 30, 2026 which shows the net impact of the measurement period adjustments recorded as of June 30, 2026.

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

2 unchanged sentences

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;

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.

Transaction costs incurred in connection with this business combination amounted to approximately $ 0.1 million during the six months ended June 30, 2026 , and are included within selling, general and administrative expenses in the condensed consolidated statements of operations.

Pro Forma Financial Information

1 unchanged sentence

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,

The following information for three and six months ended June 30, 2026 and 2025 is presented in thousands:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Revenue associated with the cardiac electrophysiology business

$ 270 $ 212 $ 518 $ 355

Revenue associated with the acquired FLYTE business

749 800 1,456 981

Total revenues, net

$ 1,019 $ 1,012 $ 1,974 $ 1,336

Net loss associated with the cardiac electrophysiology business

4 unchanged sentences

$ ( 3,306 ) $ ( 5,600 ) $ ( 4,962 ) $ ( 10,300 )

Marketable securities

On June 7, 2026, the Company entered into a Securities Purchase Agreement with Volato Group, Inc.

("Volato"), whereby the Company agreed to purchase 2,941,176 unregistered shares of Volato common stock, par value $ 0.0001 per share, ("Volato Shares") at a purchase price of $ 0.34 per share, for an aggregate cash purchase price of $ 1 million in a private placement transaction.

As consideration for the Company’s participation in the transaction as the Lead Investor, Volato agreed to deliver to the Company 451,901 shares of registered common stock of flyExclusive Inc.

(“FLYX”) (“FLYX Shares”), par value $ 0.0001 per share.

In connection with the transaction, the Company and Volato entered into a Registration Rights Agreement pursuant to which Volato agreed to register for resale the Volato Shares.

As of July 2, 2026, the Volato Shares were registered with the SEC and the registration statement had been declared effective.

On June 18, 2026, all closing conditions were met and the Volato Shares and FLYX Shares were issued on that date.

The Company acquired a minority equity interest in Volato and FLYX.

The investments are passive in nature, such the Company does not participate in the management nor operations of Volato and FLYX.

Accordingly, the Company does not have the ability to exercise significant influence over the investees and accounts for the investments as equity securities under ASC 321.

The Company initially recognized each investment at its fair value on June 18, 2026.

Because the aggregate fair value of the Volato Shares and FLYX Shares of $ 1.5 million exceeded the $ 1.0 million of cash consideration transferred to Volato, the Company recognized a day 1 gain of approximately $ 0.5 million upon issuance.

The Volato Shares and FLYX Shares represent equity securities with readily determinable fair values that are remeasured at fair value each reporting period with changes in fair value recorded under unrealized gains and losses on marketable securities, net in the condensed consolidated statements of operations.

The fair value of the Volato Shares and FLYX Shares is measured on a recurring basis using quoted prices in active markets;

accordingly, the Company classifies both investments as Level 1 within the fair value hierarchy under ASC 820.

The Volato and FLYX Shares are classified as current assets and presented as marketable securities in the condensed consolidated balance sheet, totaling $ 1.2 million as of June 30, 2026.

The Company classifies these securities as current assets based on its intent and ability to sell them within one year.

The following table represents gains and losses on our investments in marketable securities presented in our condensed consolidated statements of 0perations:

For the Three Months Ended

For the Six Months Ended

Unrealized gains, net

$ 393 $ — $ 393 $ —

Realized losses

$ ( 15 ) $ — $ ( 15 ) $ —

Inventories consisted of the following (in thousands):

March 31, December 31,

June 30, December 31,

Raw materials

Finished goods

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

There were no charges for inventory obsolescence or allowance recorded for the three and six months ended June 30, 2026 and 2025 .

Property and Equipment

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

March 31, December 31,

June 30, December 31,

Machinery and equipment

6 unchanged sentences

Property and equipment, net

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

Depreciation expense was $ 21 thousand and $ 35 thousand for the three and six months ended June 30, 2026 , respectively, and $ 18 thousand and $ 38 thousand for the three and six months ended June 30, 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.

The Company's carrying amount of goodwill i n the condensed consolidated balance sheet as of June 30, 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):

The following table summarizes the Company’s intangible assets as of June 30, 2026 (in thousands):

Gross Carrying

8 unchanged sentences

Trademarks/trade names ‐ VIVO

10 14 ( 1 ) 13

Trademarks/trade names ‐ LockeT

2 unchanged sentences

Private aviation segment

Licensing agreements/ vendor and supplier contracts

5 200 ( 13 ) 187

5 400 ( 6 ) 394

10 1,000 ( 7 ) 993

Trademarks/ trade names

28 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 $ 0.4 million and $ 0.5 for the three months ended March 31, 2026 and 2025 , respectively.

Amortization expense, included within selling, general and administrative expenses in the condensed consolidated statements of operations, for the Company's intangible assets was $ 0.4 million and $ 0.5 million for the three months ended June 30, 2026 and 2025 , respectively, and $ 0.8 million and $ 1 million for the six months ended June 30, 2026 and 2025 , respectively.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

March 31, December 31,

June 30, December 31,

Legal expenses

Offering costs

Accrued interest payable

Compensation and related benefits

6 unchanged sentences

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

The interest rate on the loan is 9.99 %.

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 interest rate on the loan was 9.99 %.

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

The loan balance was paid off in July 2025, such that there is no remaining balance as of June 30, 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 interest rate on the loan was 11.34 %.

The loan balance was paid off in December 2025, such that there is no remaining balance as of June 30, 2026 and December 31, 2025 .

The Company purchased director and officer liability insurance coverage on January 31, 2026 for $ 277 thousand.

1 unchanged sentence

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.

Interest expense on this loan was $ 3 and $ 7 thousand for the three and six months ended June 30, 2026 , respectively.

The loan balance was $ 100 thousand as of June 30, 2026 , and is recorded under short-term notes payable in the condensed consolidated balance sheets.

Note Payable - Aviation Insurance

The Company purchased aviation insurance coverage on May 5, 2026 and subsequently purchased two additional coverages on June 1, 2026 and June 10, 2026 for a total premium of $ 180 thousand.

A down payment of $ 24 thousand was made and the remaining balance of $ 156 thousand was financed over 12 months through a short-term financing arrangement with its insurance carrier.

The interest rate on the loan is 8.99 %.

Interest expense on this loan was $ 1 thousand for the three and six months ended June 30, 2026.

The loan balance was $ 141 thousand as of June 30, 2026 , and is recorded under short-term notes payable in the condensed consolidated balance sheets.

Note Payable Issued for the Cardionomic Asset Acquisition

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

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.

Interest expense on this note was $ 34 thousand and $ 68 thousand for the three and six months ended June 30, 2026 , respectively.

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

The Note Payable and related accrued interest totaled $ 1.4 million as of June 30, 2026 , which included a principal balance of $ 1.5 million and accrued interest expense of $ 69 thousand net of unamortized discounts of $ 171 thousand.

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

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

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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 $ 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.

On June 24, 2026, the Company issued a short-term promissory note with a face value of $ 400 thousand to FatBoy Capital, L.P.

(the “June 2026 Note”).

The June 2026 Note bears interest at 12 % per annum and matures on the earlier of the Series C- 3 Preferred Stock funding or September 24, 2026.

Principal and accrued interest are payable on the maturity date, and the Company may prepay all or any portion of the June 2026 Note without penalty.

The June 2026 Note, together with the previously issued Related Party Notes described above, are collectively referred to as the “Related Party Notes".

Interest expense on the Related Party Notes was $ 40 thousand and $ 80 thousand for the three and six months ended June 30, 2026 , respectively.

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

The Related Party Notes and related accrued interest totaled $ 2.2 million as of June 30, 2026 , of which $ 239 thousand related to unamortized premiums that arose from the debt extinguishment of the original Related Party Notes and $ 90 thousand related to accrued interest.

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

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

Notes Payable Issued by KardioNav

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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 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.

Interest expense on this note was $ 3 thousand and $ 6 thousand for the three and six months ended June 30, 2026 , respectively.

The Notes Payable and related accrued interest totaled $ 312 thousand as of June 30, 2026 , which included a principal balance of $ 300 thousand and accrued interest of $ 12 thousand.

The Notes Payable and related accrued interest totaled $ 306 thousand as of December 31, 2025, of which $ 6 thousand related to accrued interest.

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.

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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.

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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.

On June 22, 2026, the Company prepaid the outstanding balance of the convertible notes payable of $ 0.3 million by paying $ 0.4 million in cash, which equals 125 % of the outstanding balance.

The Company recognized a loss on debt extinguishment of $ 0.1 million in the condensed consolidated statements of operations.

There is no remaining balance for the convertible notes payable as of June 30, 2026 .

From January 12 through June 5, 2026, the Company issued several short-term promissory notes to SEG Opportunity Fund, LLC, C/M Capital Master Fund LP and WVP Emerging Manager Onshore Fund, LLC with aggregate principal of $ 2.4 million (collectively, the “Bridge Notes”).

The Bridge Notes bear interest at 12 % per annum, had original maturity dates ranging from February 11 through July 5, 2026, and are prepayable at any time without penalty or premium.

Amounts not paid when due bear default interest at 18 % per annum.

During the six months ended June 30, 2026 , the Company repaid $ 615 thousand of principal, together with the related accrued interest, of the Bridge Notes issued from January through March 2026.

As of June 30, 2026 , the remaining Bridge Notes had an aggregate outstanding principal of $ 1.8 million and accrued interest of approximately $ 19 thousand, resulting in an aggregate carrying amount of $ 1.8 million.

The Bridge Notes and related accrued interest are recorded within short-term promissory notes on the condensed consolidated balance sheet.

Interest expense related to the Bridge Notes was $ 16 thousand and $ 21 thousand for the three and six months ended June 30, 2026 , respectively.

The $ 480 thousand Bridge Note issued to SEG Opportunity Fund, LLC on May 18, 2026 matured on June 18, 2026 and remained outstanding as of June 30, 2026 such that the short-term promissory note is in default as of June 30, 2026.

The Company settled the outstanding balance of $ 488 thousand, including $ 8 thousand in accrued interest, on July 13, 2026.

No other Bridge Notes were in default as of June 30, 2026 .

Notes Payable Assumed in Connection with the FLYTE Acquisition

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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.

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

Interest expense on the Sellouk Note was $ 9 and $ 11 thousand for the

three and six months ended June 30, 2026

, respectively.

The Sellouk Note had a principal balance of $ 256 thousand and no accrued interest as of

June 30, 2026

The Sellouk Note is 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”).

3, Business Combination for additional information over the Assumed Notes.

The Assumed Notes were issued between

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August 20, 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

September 30, 2024, including certain notes that were subsequently extended, and bear stated interest 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 .

June 30, 2026 .

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

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$ 157 thousand that accrue interest at the default rate of

2 % per month on the outstanding principal balance of

$ 110 thousand

24 % per annum on the outstanding principal balance of

$ 110 thousand as of

June 30, 2026.

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.

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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.

June 30, 2026 .

As of the acquisition date and

June 30, 2026 , the Assumed Notes and related accrued interest totaled

$ 1.3 million, which included a principal balance of

$ 1 million and accrued interest of

$ 0.3 million.

The Assumed Notes are recorded under short-term notes payable, net of discount in the condensed consolidated balance sheets.

The Company recognized interest expense of

$ 16 thousand and

$ 32 thousand related to the Assumed Notes for the

three months ended March 31, 2026 .

three and six months ended June 30, 2026 , respectively.

SBA Loan Assumed in Connection with the FLYTE Acquisition

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The Company recognized the SBA Loan at its acquisition-date fair value of $ 63 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.

Interest expense on the SBA Loan was less than $ 1 thousand for the three and six months ended June 30, 2026 .

The SBA Loan balance was $ 63 thousand as of June 30, 2026 , and is recorded under notes payable on the condensed consolidated balance sheet.

Note Payable Issued in Connection with the FLYTE Acquisition

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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 Company recognized $ 69 thousand and $ 85 thousand in amortized discounts under interest expense in the condensed consolidated statements of operations for the three and six months ended June 30, 2026 , respectively.

The FLYTE Note Payable totaled $ 3.4 million as of June 30, 2026 , which included a principal balance of $ 3.5 million, net of unamortized discount of $ 127 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):

Future maturities for long-term debts as of June 30, 2026 were as follows (in thousands):

Total principal

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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.

As of June 30, 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 and six months ended June 30, 2026 .

The Company recorded a loss of $ 1.7 million and $ 2.8 million for the three and six months ended June 30, 2025 , respectively .

The Company accrued $ 20 thousand and $ 51 thousand under current portion of royalties payable due to related parties as of June 30, 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.

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In perpetuity

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

The Company is not actively marketing and selling the AMIGO System, such that there was no royalty expense recorded for the three and six months ended June 30, 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 three months ended March 31, 2026 , and the year ended December 31, 2025 , the Company only had operating leases.

For the six months ended June 30, 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.

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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.

The Company did not include any extension period in the lease terms because it was not reasonably certain to exercise the extension rights.

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.

The assumed aircraft leases were originally entered into in September 2025 and February 2026 and were amended on March 1, 2026.

The additional aircraft lease was entered into in March 2026.

At the respective acquisition, commencement or modification dates, these aircraft leases had remaining lease terms ranging from approximately 18 months to 24 months.

The aircraft leases do not transfer ownership of the aircraft to the Company and do not contain residual value guarantees.

The Company did not include any extension period in the lease terms because it was not reasonably certain to exercise the extension rights.

In May 2026, the Company entered into two additional aircraft leases with SEG Jets LLC.

The aircraft leases commenced on June 1, 2026 for a lease term of 24 months each.

The aircraft leases do not transfer ownership of the aircraft to the Company and do not contain residual value guarantees.

The Company did not include any extension period in the lease terms because it was not reasonably certain to exercise the extension rights.

See Note 19, Related Parties, for additional information regarding the aircraft leases with SEG Jets LLC.

South Carolina Office Lease Agreement

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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 March 31, 2026 .

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 .

As of June 30, 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 June 30, 2026 .

New Jersey Office Lease Agreement

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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 March 31, 2026 .

Park City Office Lease Agreement

5 unchanged sentences

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):

As of June 30, 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 June 30, 2026 .

The following tables present supplemental condensed consolidated balance sheet information related to operating leases for the three and six months ended June 30, 2026 and 2025 (in thousands):

For the Three Months Ended

For the Six Months Ended

Operating lease expense

$ 397 $ 21 $ 502 $ 49

Cash paid for leases

March 31, December 31,

$ 263 $ 26 $ 295 $ 53

June 30, December 31,

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

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

March 31, December 31,

June 30, December 31,

Operating lease right-of-use assets, net

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Net Loss per Share

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.

The Company’s outstanding Series X Convertible Preferred Stock, of which no shares were outstanding as of June 30, 2026 , Series B Convertible Preferred Stock, Series C- 1 Convertible Preferred Stock, Series C- 2 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series J Convertible Preferred Stock, and warrants to purchase common stock have participation rights to any dividends that may be declared in the future, such that they are participating securities.

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

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

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:

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 six months ended June 30, 2026 and 2025 because including them would have been antidilutive:

Warrants for common stock

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Series B Convertible Preferred Stock

224,437 335,213

Series C-1 Convertible Preferred Stock

Series C-2 Convertible Preferred Stock

Series D Convertible Preferred Stock

Series J Convertible Preferred Stock

Series X Convertible Preferred Stock

Restricted stock awards

Convertible notes payable

Total common stock equivalents

2 unchanged sentences

PIPE Financing

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

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

three institutional investors (

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

The Series L Warrants were

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

5.5 years thereafter.

Each Series L Warrant is exercisable into

one share of the Company's common stock and

may be exercised on a cashless basis under certain circumstances.

The Series L Warrants were not exercisable until stockholders' approval was obtained ("Stockholder Approval"), and expire 5.5 years thereafter.

Each Series L Warrant is exercisable into one share of the Company's common stock and may be exercised on a cashless basis under certain circumstances.

The exercise price of the Series L Warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company's common stock.

The Series L Warrants are callable by the Company for

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

20 consecutive trading days exceeds

$ 28.50 per share and the Series L Warrants have

not been exercised.

Stockholder approval was obtained on

July 25, 2025.

The Series L Warrants are callable by the Company for $ 0.19 per share if the volume-weighted average price of the Company's common stock for 20 consecutive trading days exceeds $ 28.50 per share and the Series L Warrants have not been exercised.

Stockholder approval was obtained on July 25, 2025.

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

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

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

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

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

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

It is not probable that the Company will be obligated to make payments under the registration rights agreement as of June 30, 2026 .

At the Market Offering Agreement

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$ 0.3 million.

March 31, 2026 ,

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

six months ended

June 30, 2026 ,

no additional 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.

On February 6, 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 newly designated Series C- 1 Convertible Preferred Stock.

The Company collected gross proceeds of $ 2.2 million before deducting direct and incremental offering expenses of $ 0.2 million.

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

Furthermore, 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").

Solely with respect to the closing of the Third Tranche and any additional closings under the Additional Investment Right, the closing is subject to the declaration of the effectiveness of a Registration Statement filed for the resale of the common stock underlying the Series C- 1, Series C- 2, Series C- 3, and Series C- 4 Convertible Preferred Stock (collectively, the "Series C Convertible Preferred Stock").

The Additional Investment Right is exercisable for a period of twelve months following the later of the Stockholder Approval Date and the date the Registration Statement is first declared effective by the SEC, subject to a minimum gross proceeds threshold of $ 500,000 for each such additional closing.

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

The Company determined that, except as described in Note 14, Preferred Stock, with respect to certain contingent payment provisions embedded in the Series C 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.

See Note 14, Preferred Stock, for additional information on the convertible preferred stock issued under the February 2026 SPA.

In connection with the February 2026 SPA, 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 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

As of June 30, 2026 , the Company concluded that the estimated amount of potential payments under the registration rights agreement was de minimis.

Accordingly, no liability was recorded related to the registration rights agreement.

On April 15, 2026, the Company obtained Stockholder Approval described above.

On April 21, 2026, the Company closed the Second Tranche and issued 1,617 shares of Series C- 2 Convertible Preferred Stock for aggregate gross proceeds of $ 1.6 million.

February 2026 Letter Agreement

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.

1 unchanged sentence

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 .

There are no Series L Warrants outstanding as of June 30, 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.

6 unchanged sentences

March 2026 Private Placement

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

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

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

5 unchanged sentences

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.

$ 1.9 million before deducting direct and incremental offering expenses of

$ 0.1 million.

The investors agreed to purchase 1,853 shares of 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, 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, par value $ 0.0001 per share and stated value of $ 1,000 per share, in one or more closings (the "Additional Investment Right").

As noted above and discussed further in Note 14, Preferred Stock, except as described in Note 14, Preferred Stock, with respect to certain contingent payment provisions embedded in the Series 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 14, 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.

In connection with the March 2026 SPA, 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 Convertible Preferred Stock.

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

As of June 30, 2026 , the Company concluded that the estimated amount of potential payments under the registration rights agreement was de minimis.

Accordingly, no liability was recorded related to the registration rights agreement.

On April 15, 2026, the Company obtained Stockholder Approval described above.

On April 21, 2026, the Company closed the Second Tranche and issued 1,853 shares of Series C- 2 Convertible Preferred Stock for aggregate gross proceeds of $ 1.9 million.

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

Warrants outstanding, December 31, 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 :

Warrants outstanding, June 30, 2026

As of June 30, 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 June 30, 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 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

Placement Agent Warrants May 2025

13,534 $ 10.31 6/6/2030

December 2025 Series M Warrants

340,000 $ 1.56 **

**The December 2025 Series M Warrants expire 5.5 years from the initial exercise date.

1 unchanged sentence

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 .

As of June 30, 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

March 31, 2026 and

June 30, 2026 and

December 31, 2025 .

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December 5, 2025

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

12,656 66,580

As of June 30, 2026 and December 31, 2025 , the Company had no shares of Series X Convertible Preferred Stock outstanding.

Series B Convertible Preferred Stock

15 unchanged sentences

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 .

The estimated fair value of these embedded derivatives was deemed to be de minimis at issuance and at June 30, 2026 .

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

5 unchanged sentences

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.

The resulting difference of $ 1.4 million was recorded as an adjustment to additional paid-in capital and recognized as a deemed dividend during the six months ended June 30, 2026 .

On June 23, 2026, the Company’s Board of Directors approved a further reduction in the conversion price of the Company’s outstanding Series B Convertible Preferred Stock from $ 1.78 to $ 1.43 per share, effective June 22, 2026.

The amendment was accounted for as an extinguishment.

Upon extinguishment, the Company derecognized the amended Series B Convertible Preferred Stock pursuant to the Letter Agreement at its carrying amount, and recognized the newly amended Series B Preferred Stock at fair value.

The resulting difference of $ 0.7 million was recorded an adjustment to additional paid-in capital and recognized as a deemed contribution during the six months ended June 30, 2026 .

Series B Convertible Preferred Stock were converted as follows:

4 unchanged sentences

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.

June 23, 2026 576 403,056

June 24, 2026 735 513,942

As of June 30, 2026 and December 31, 2025 , the Company had 321 and 2,229 shares of Series B Convertible Preferred Stock outstanding.

Series C Convertible Preferred Stock

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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.

On April 21, 2026, pursuant to the Securities Purchase Agreements dated 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.

Subject to certain limitations described below, the Series C- 1 Convertible Preferred Stock are convertible into shares of the Company’s common stock at the option of the holder at an initial conversion price of $ 1.43 , 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”) and the date stockholder approval is obtained under applicable exchange rules (the "Stockholder Approval 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 such 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.

2 unchanged sentences

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

Except for the initial conversion price and the automatic reduction in conversion price upon the Stockholder Approval Date, the Series C- 2 Convertible Preferred Stock has the same conversion features as the Series C- 1 Convertible Preferred Stock discussed above.

The Series C- 2 Convertible Preferred Stock had an initial conversion price of $ 0.883 per share.

On April 15, 2026, the Company obtained stockholder approval under applicable exchange rules (the “Stockholder Approval Date”).

Pursuant to the adjustment provisions of the Series C- 1 Certificate of Designations, the conversion price of the Series C- 1 Convertible Preferred Stock was reduced from $ 1.43 to $ 0.883 per share as of the Stockholder Approval Date.

Accordingly, as of June 30, 2026, the conversion prices of both the Series C- 1 Convertible Preferred Stock and Series C- 2 Convertible Preferred Stock were $ 0.883 per share.

Notwithstanding the foregoing, the holders of shares of Series C Convertible Preferred Stock do not have the right to convert any portion of their Series C 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”).

5 unchanged sentences

The Series C 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.

The estimated fair value of these embedded derivatives was deemed to be de minimis at issuance and at June 30, 2026.

Except as otherwise required by law, and subject to certain protective provisions, the Series C 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.

As of June 30, 2026 , the Company had 3,470 shares of Series C- 1 Convertible Preferred Stock outstanding, and 3,470 shares of Series C- 2 Convertible Preferred Stock outstanding

Series D Convertible Preferred Stock

On April 20, 2026, in connection with the Company’s previously disclosed acquisition of Fly Flyte, Inc., the Company issued an aggregate of 11,028 shares of its newly designated Series D Convertible Preferred Stock, par value $ 0.0001 per share and stated value of $ 1,000 per share (the “Series D Preferred Stock”), as follows (i) 5,250 shares of Series D Preferred Stock to SEG Jets LLC (“SEG Jets”) as consideration for SEG Jets’ transfer to the Company of common stock of Flyte representing 19.98 % of the issued and outstanding equity interests of Flyte, pursuant to that certain Securities Purchase Agreement, dated February 6, 2026;and (ii) 5,778 shares of Series D Preferred Stock to Creatd, Inc.

(“Creatd”) as partial consideration for Creatd’s transfer to the Company of the remaining 80.02 % of the issued and outstanding equity interests of Flyte, pursuant to that certain Securities Purchase Agreement, dated March 9, 2026.

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 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 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”).

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 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.

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

The estimated fair value of these embedded derivatives was deemed to be de minimis at issuance and at June 30, 2026.

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

As of June 30, 2026, the Company had 11,028 shares of Series D Convertible Preferred Stock outstanding.

Series J Convertible Preferred Stock

15 unchanged sentences

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.

As of June 30, 2026 , the Company had 9,490 shares of Series J Convertible Preferred Stock outstanding.

Stock-Based Compensation

6 unchanged sentences

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

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

No shares are reserved for future issuance under the 2020 Plan as of June 30, 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.

March 31, 2026 and

June 30, 2026 and

December 31, 2025 ,

6 unchanged sentences

may be determined by the Board.

For the three months ended March 31, 2026 .

For the six months ended June 30, 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 vest in equal installments over requisite service period of 3 years.

No stock options with performance-based conditions and were granted during the six months ended June 30, 2026 .

The options granted for the

2023 Plan 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:

six months ended June 30, 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 Three Months Ended

For the Six Months Ended

Risk-free interest rate

5 unchanged sentences

Options with Performance-Based Vesting Conditions

For the Three Months Ended

For the Six 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 three months ended March 31, 2026 :

The following is a summary of stock option activity for the 2023 Plan options for the six months ended June 30, 2026 :

Stock Exercise Remaining Intrinsic Value

7 unchanged sentences

( 15,995 ) 9.25 — —

Outstanding at March 31, 2026

Outstanding at June 30, 2026

307,683 $ 3.51 9.38 $ —

Vested and expected to vest at March 31, 2026

Vested and expected to vest at June 30, 2026

307,683 $ 3.51 9.38 $ —

Exercisable at March 31, 2026

Exercisable at June 30, 2026

27,945 $ 13.13 8.06 $ —

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.

The weighted-average grant-date fair value of the 2023 Plan options granted during the six months ended June 30, 2026 and 2025 was $ 0.93 and $ 5.13 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 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

For the six months ended June 30, 2026 the Board approved and issued a total of 175,000 Non-Plan Options as an employee inventive to Marc Sellouk.

The options vest 100 % on grant date with an exercise price of $ 1.15 and an expiration date of April 1, 2036.

The Non-Plan Options issued for the six months ended June 30, 2026 and 2025 were valued using the Black-Scholes model based on the following assumptions on the date of issue:

For the Six Months Ended

Risk-free interest rate

4.33 % 4.62 %

105.31 97.00 %

Expected dividend yield

Expected life (in years)

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

The following is a summary of stock option activity for the Non-Plan options for the six months ended June 30, 2026 :

Stock Exercise Remaining Intrinsic Value

4 unchanged sentences

Options granted

175,000 1.15 — —

Cancelled/forfeited

Outstanding at March 31, 2026

Outstanding at June 30, 2026

201,315 $ 2.32 9.60 $ —

Vested and expected to vest at March 31, 2026

Vested and expected to vest at June 30, 2026

201,315 $ 2.32 9.60 $ —

Exercisable at March 31, 2026

Exercisable at June 30, 2026

187,426 $ 1.74 9.68 $ —

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.

The weighted-average grant-date fair value of the Non-Plan options granted during the six months ended June 30, 2026 and 2025 was $ 1 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 months ended March 31, 2026 and 2025 was $ 64 thousand and $ 91 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 March 31, 2026 was as follows:

Stock-based compensation expense for the three and six months ended June 30, 2026 was $ 266 thousand and $ 330 thousand, respectively.

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

Unrecognized Expense (in thousands)

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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 three months ended March 31, 2025 .

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.

As of June 30, 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 9, Notes Payable, the Company transferred the Perikard membership interests for de minimis proceeds to Mr.

12 unchanged sentences

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

For the three months ended March 31, 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.

For the three and six months ended June 30, 2026 , the Company recorded federal income tax benefit of $ 0.3 million and $ 0.5 million, r espectively, and no state income tax provision or benefit.

For the three and six months ended June 30, 2025, the Company recorded federal income tax benefit of $ 1.0 million and $ 1.7 million, respectively, 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 March 31, 2026 .

The Company has no open income tax audits with any taxing authority as of June 30, 2026 .

Commitments and Contingencies

4 unchanged sentences

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.

No amounts have been paid related to this matter as of June 30, 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.

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

On March 9, 2026, Flyte entered into a settlement and judgment satisfaction agreement pursuant to which Flyte agreed to pay an aggregate settlement amount of $ 0.3 million in two installments of $ 150 thousand each.

The first installment was paid during the three months ended March 31, 2026, and the remaining $ 150 thousand installment was paid during the three months ended June 30, 2026.

As of June 30, 2026, the settlement had been paid in full and the Company had no remaining obligation related to the matter.

Related Parties

14 unchanged sentences

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

As of 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.

As of December 31, 2025 and June 30, 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 March 31, 2026 , and the remaining 740 options have an exercise price of $ 112.10 per share.

Of the total options to purchase 757 shares of the Company’s common stock, 17 options have expired as of June 30, 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.

16 unchanged sentences

See Note 9, Notes Payable for further information.

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

On June 24, 2026, the Company issued a short-term promissory note with a face value of $ 400 thousand to FatBoy Capital, L.P.

(the “June 2026 Note”).

The June 2026 Note bears interest at 12 % per annum and matures on the earlier of the Series C- 3 Preferred Stock funding or September 24, 2026.

See Note 9, Notes Payable, for further information.

The related parties and the amounts owed to each related party as of June 30, 2026 are summarized in the following table (in thousands):

Related Party

16 unchanged sentences

$ 150 $ — $ 6

FatBoy Capital, L.P.

$ 400 $ — $ 1

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;

16 unchanged sentences

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 aircraft leases commenced between March and June 2026 and had remaining lease terms ranging from 14 months to 22 months as of June 30, 2026.

The leases require fixed monthly lease payments.

On March 26, 2026, David Jenkins and Philip A nderson, 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

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.

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.

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.

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.

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 Applicable Price on the Effective 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.

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.

Lease Agreement

In July 2026, the Company, together with Ayre Aviation, an unrelated third party, entered into a lease agreement with FF 534 LLC for approximately 3,082 square feet of office space located in Melville, New York.

The lease is expected to commence in September 2026 and has an initial term of seven years, with one five -year extension option and an early termination option effective in the 60th month.

The aggregate scheduled base rent payments over the initial term are approximately $ 0.7 million.

Filing of Registration Statement

On June 23, 2026, the Company filed a resale registration statement (the “Registration Statement”) on Form S- 1 with the Securities and Exchange Commission (the “SEC”) pursuant to the applicable registration rights agreements, registering the resale of shares of common stock issuable upon conversion of the Company’s Series C- 1, Series C- 2, Series C- 3 and Series D Convertible Preferred Stock.

The Registration Statement was declared effective by the SEC on July 10, 2026.

The effectiveness of the Registration Statement satisfied a closing condition for the subsequent issuances of the Series C- 3 and Series C- 4 Convertible Preferred Stock.

Upon effectiveness of the Registration Statement, the Company ceased accruing additional registration delay payments associated with the prior delay in obtaining effectiveness.

Issuance of Series C- 3 and C- 4 Convertible Preferred Stock

On July 15, 2026, pursuant to the Securities Purchase Agreements dated February 6, 2026 and March 9, 2026, the Company issued 3,470 shares of its newly designated Series C- 3 Convertible Preferred Stock.

On July 30, 2026, pursuant to the Securities Purchase Agreement dated March 9, 2026, the Company issued 2,821 shares of its newly designated Series C- 4 Convertible Preferred Stock.

Each share of Series C- 3 and Series C- 4 Convertible Preferred Stock has a par value of $ 0.0001 per share and a stated value of $ 1,000 per share.

The Series C- 3 and Series C- 4 issuances resulted in aggregate gross proceeds of $ 3.5 million and approximately $ 2.8 million, respectively.

In connection with the Series C- 3 and Series C- 4 Convertible Preferred Stock issuances, the Company incurred direct offering costs of approximately $ 267 thousand and $ 193 thousand, respectively.

Subject to certain limitations, the Series C- 3 and Series C- 4 Convertible Preferred Stock are convertible into shares of the Company’s common stock at the option of the holder at initial conversion prices of $ 0.632 and $ 0.35 per share, respectively, subject to adjustment in certain circumstances as set forth in the respective Certificates of Designation.

The other material terms of the Series C- 3 and Series C- 4 Convertible Preferred Stock are substantially consistent with those of the Series C- 1 and Series C- 2 Convertible Preferred Stock.

See Note 14, Preferred Stock, for additional information.

The Company used approximately $ 2.2 million of the net proceeds from the Series C- 3 issuance to repay outstanding principal and accrued interest under the Bridge Notes and the June 2026 Note that were outstanding as of June 30, 2026, with the remaining net proceeds used to fund operations.

Convertible Preferred Stock Conversions

Subsequent to June 30, 2026, from July 13 through August 11, 2026, holders converted an aggregate of 1,859.52 shares of Series C- 1 Convertible Preferred Stock, 1,439 shares of Series C- 2 Convertible Preferred Stock, 730 shares of Series C- 3 Convertible Preferred Stock and 3,540 shares of Series D Convertible Preferred Stock.

In connection with these conversions, the Company issued an aggregate of 10,855,258 shares of its common stock.

Repurchase of Series B Convertible Preferred Stock

On July 29, 2026, the Company entered into a letter agreement with the holders of its Series B Convertible Preferred Stock pursuant to which the Company agreed to repurchase and cancel all outstanding shares of Series B Convertible Preferred Stock for aggregate cash consideration of $ 321 thousand.

The Company used a portion of the net proceeds from the Series C- 4 issuance to fund the repurchase.

Upon completion of the repurchase, all outstanding shares of Series B Convertible Preferred Stock were retired and cancelled.

Issuance of Additional Series C- 4 Convertible Preferred Stock and Reduction of Conversion Price of All Series C and Series D Convertible Preferred Stock

On August 13, 2026, pursuant to the Additional Investment Right under the Securities Purchase Agreement dated March 9, 2026, certain investors purchased an additional 4,000 shares of the Company’s Series C- 4 Convertible Preferred Stock for aggregate gross proceeds of $ 4.0 million.

On August 10, 2026, the Company waived the $ 0.35 floor price applicable to the Series C- 4 Convertible Preferred Stock and established a conversion price of $ 0.23 per share for the newly issued Series C- 4 Convertible Preferred Stock.

In addition, the Company waived the $ 0.35 floor price for all other outstanding shares of Series C Convertible Preferred Stock and reduced the conversion price for all such shares to $ 0.23 .

The Company also waived the $ 0.35 floor price applicable to all outstanding shares of the Series D Convertible Preferred Stock and reduced its conversion price to $ 0.23 per share.

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