Flyte Aviation, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS CATHETER PRECISION, INC. Condensed Consolidated Balance Sheets (in thousands, except per share data) June 30, 2026 December 31, 2025 (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 643 $ 88 Marketable securities 1,196 — Accounts receivable, net 120 155 Inventories 88 86 Prepaid expenses and other current assets 463 61 Total current assets 2,510 390 Property and equipment, net 128 64 Operating lease right-of-use assets, net 2,509 162 Other non-current assets 160 8 Intangible assets, net 18,601 15,236 Goodwill 12,962 — TOTAL ASSETS $ 36,870 $ 15,860 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 1,447 $ 1,492 Accrued expenses 1,982 1,697 Deferred revenue 145 — Convertible notes payable, at fair value — 298 Short-term promissory notes 1,832 — Short-term notes payable, net of discount 5,192 — Short-term notes payable due to related parties 401 — Short-term notes payable of variable interest entities due to related parties 312 306 Deferred stock issuance liability 647 — Current portion of royalties payable due to related parties 20 51 Current portion of operating lease liabilities 1,474 63 Total current liabilities 13,452 3,907 Royalties payable due to related parties 792 792 Operating lease liabilities 1,155 101 Notes payable of variable interest entities, net of discount 1,398 1,330 Notes payable due to related parties 1,828 1,748 Notes payable 63 — Deferred tax liability 1,044 1,331 Total liabilities 19,732 9,209 Commitments and Contingencies (see Note 18) Stockholders' Equity Preferred Stock, $ 0.0001 par value, 10,000,000 shares authorized Series B Convertible Preferred Stock, $ 0.0001 par value, 3,000 shares designated; 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 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 June 30, 2026 and December 31, 2025 — — Common stock, $ 0.0001 par value, 500,000,000 shares authorized; 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 332,072 316,589 Accumulated deficit ( 314,511 ) ( 309,535 ) Total stockholders' equity attributable to Catheter Precision, Inc. 17,561 7,054 Non-controlling interest ( 423 ) ( 403 ) Total stockholders' equity 17,138 6,651 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 36,870 $ 15,860 See accompanying notes to unaudited condensed consolidated financial statements. 3 Table of Contents CATHETER PRECISION, INC. Condensed Consolidated Statements of Operations (in thousands, except per share data) (Unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 Revenues: Product revenue $ 270 $ 212 $ 518 $ 355 Service revenue, net 749 — 933 — Total revenues, net 1,019 212 1,451 355 Cost of revenues: Cost of product revenue 22 14 53 25 Cost of service revenue 899 — 910 — Total cost of revenues 921 14 963 25 Gross profit 98 198 488 330 Operating expenses Selling, general and administrative 3,911 2,881 6,470 6,366 Research and development 142 155 291 258 Acquired in-process research and development — 1,848 — 1,967 Total operating expenses 4,053 4,884 6,761 8,591 Operating loss ( 3,955 ) ( 4,686 ) ( 6,273 ) ( 8,261 ) Other income (expense), net Interest income 4 3 6 21 Interest expense ( 161 ) ( 22 ) ( 237 ) ( 26 ) Interest expense due to related parties ( 43 ) ( 45 ) ( 86 ) ( 90 ) Change in fair value of royalties payable due to related parties — ( 1,667 ) — ( 2,830 ) Change in fair value of trading debt securities — 10 — 10 Change in fair value of minority equity interest — — ( 2,302 ) — Change in fair value of deferred consideration 318 — 3,195 — Loss on debt extinguishment ( 105 ) — ( 105 ) — Unrealized gains and losses on marketable securities, net 378 — 378 — Other expenses, net ( 54 ) ( 1 ) ( 59 ) ( 1 ) Total other income (expense), net 337 ( 1,722 ) 790 ( 2,916 ) Loss from operations before income tax benefit ( 3,618 ) ( 6,408 ) ( 5,483 ) ( 11,177 ) Income tax benefit 312 950 487 1,674 Net loss ( 3,306 ) ( 5,458 ) ( 4,996 ) ( 9,503 ) Less: Net loss attributable to non-controlling interest ( 11 ) ( 349 ) ( 20 ) ( 349 ) Net loss attributable to Catheter Precision, Inc. $ ( 3,295 ) $ ( 5,109 ) $ ( 4,976 ) $ ( 9,154 ) Deemed dividend on warrant inducement offer — — ( 1,360 ) — Deemed contribution on extinguishment of preferred stock 740 — 740 — Net loss attributable to Catheter Precision, Inc. common stockholders $ ( 2,555 ) $ ( 5,109 ) $ ( 5,596 ) $ ( 9,154 ) Net loss per share attributable to Catheter Precision, Inc. common stockholders, basic and diluted $ ( 0.92 ) $ ( 7.28 ) $ ( 2.26 ) $ ( 14.09 ) Weighted-average common shares used in computing net loss per share, basic and diluted 2,767,440 701,896 2,481,226 649,558 See accompanying notes to unaudited condensed consolidated financial statements. 4 Table of Contents CATHETER PRECISION, INC. Condensed Consolidated Statements of Stockholders' Equity (in thousands, except share data) (Unaudited) Total Series B Convertible Preferred Stock Series C Convertible Preferred Stock Series D Convertible Preferred Stock Series J Convertible Preferred Stock Series X Convertible Preferred Stock Common Stock Additional Paid-In Accumulated Catheter Precision Inc. Stockholders' Non-controlling Total Stockholders' Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Equity Interest Equity Balance at December 31, 2025 2,229 $ — — $ — — $ — 9,490 $ — — $ — 1,738,955 $ — $ 316,589 $ ( 309,535 ) $ 7,054 $ ( 403 ) $ 6,651 Issuance of common stock and other equity-classified contracts, net (see Note 13) — — 3,470 — — — — — — — 392,608 — 3,731 — 3,731 — 3,731 Issuance of common stock upon exercise of warrants (see Note 13) — — — — — — — — — — 225,564 — 401 — 401 — 401 Conversion of preferred stock (see Note 14) ( 597 ) — — — — — — — — — 335,346 — — — — — — Stock-based compensation — — — — — — — — — — — — 64 — 64 — 64 Net loss — — — — — — — — — — — — — ( 1,681 ) ( 1,681 ) ( 9 ) ( 1,690 ) Balance at March 31, 2026 1,632 — 3,470 — — — 9,490 — — — 2,692,473 — 320,785 ( 311,216 ) 9,569 ( 412 ) 9,157 Issuance of preferred stock, net (see Note 13) — — 3,470 — — — — — — — — — 3,188 — 3,188 — 3,188 Issuance of preferred stock for business combination (see Note 3) — — — — 11,028 — — — — — — — 7,833 — 7,833 — 7,833 Extinguishment of preferred stock (see Note 14) ( 1,632 ) — — — — — — — — — — — ( 1,733 ) — ( 1,733 ) — ( 1,733 ) Issuance of new preferred stock upon extinguishing old preferred stock (see Note 14) 1,632 — — — — — — — — — — — 993 — 993 — 993 Deemed contribution on extinguishment of preferred stock (see Note 14) — — — — — — — — — — — — 740 — 740 — 740 Conversion of preferred stock (see Note 14) ( 1,311 ) — — — — — — — — — 916,998 — — — — — — Stock-based compensation — — — — — — — — — — — — 266 — 266 — 266 Net loss — — — — — — — — — — — — — ( 3,295 ) ( 3,295 ) ( 11 ) ( 3,306 ) Balance at June 30, 2026 321 $ — 6,940 $ — 11,028 $ — 9,490 $ — — $ — 3,609,471 $ — $ 332,072 $ ( 314,511 ) $ 17,561 $ ( 423 ) $ 17,138 Total Series B Convertible Preferred Stock Series C Convertible Preferred Stock Series D Convertible Preferred Stock Series J Convertible Preferred Stock Series X Convertible Preferred Stock Common Stock Additional Paid-In Accumulated Catheter Precision Inc. Stockholders' Non-controlling Total Stockholders' Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Equity Interest Equity Balance at December 31, 2024 — $ — — $ — — $ — — $ — 12,656 $ — 421,296 $ — $ 304,109 $ ( 292,352 ) $ 11,757 $ — $ 11,757 Stock-based compensation — — — — — — — — — — — — 91 — 91 — 91 Issuance of common stock for vested restricted stock awards — — — — — — — — — — 2,631 — — — — — — Issuance of common stock for asset acquisition (see Note 16) — — — — — — — — — — 14,473 — 113 — 113 — 113 Issuance of common stock upon release of Prepaid Series Warrants (see Note 13) — — — — — — — — — — 49,421 — — — — — — Net loss — — — — — — — — — — — — — ( 4,045 ) ( 4,045 ) — ( 4,045 ) Balance at March 31, 2025 — — — — — — — — 12,656 — 487,821 — 304,313 ( 296,397 ) 7,916 — 7,916 Stock-based compensation — — — — — — — — — — — — 98 — 98 — 98 Issuance of common stock for vested restricted stock awards — — — — — — — — — — 2,632 — — — — — — Issuance of common stock for asset acquisition (see Note 16) — — — — — — — — — — 52,631 — 280 — 280 — 280 Issuance of common stock upon release of Prepaid Series Warrants (see Note 13) — — — — — — — — — — 113,526 — — — — — — Issuance of preferred stock and warrants under the May 2025 PIPE Financing, net of issuance costs 3,000 — — — — — — — — — — — 2,034 — 2,034 — 2,034 Issuance of common stock upon the ATM Offering, net of issuance costs — — — — — — — — — — 220,185 — 1,570 — 1,570 — 1,570 Conversion of preferred stock ( 771 ) — — — — — — — — — 115,913 — — — — — — Issuance of VIE shares to non-controlling interest — — — — — — — — — — — — — — — 109 109 Net loss — — — — — — — — — — — — — ( 5,109 ) ( 5,109 ) ( 349 ) ( 5,458 ) Balance at June 30, 2025 2,229 $ — — $ — — $ — — $ — 12,656 $ — 992,708 $ — 308,295 $ ( 301,506 ) $ 6,789 $ ( 240 ) $ 6,549 See accompanying notes to unaudited condensed consolidated financial statements. 5 Table of Contents CATHETER PRECISION, INC. Condensed Consolidated Statements of Cash Flows (in thousands) (Unaudited) For the Six Months Ended June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 4,996 ) $ ( 9,503 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 787 1,016 Stock-based compensation 330 189 Amortization of operating right-of-use assets 351 44 Change in fair value of minority equity interest 2,302 — Change in fair value of deferred consideration ( 3,195 ) — Change in fair value of deferred stock issuance liability 46 Change in fair value of royalties payable due to related parties - 2,830 Change in fair value of trading debt securities - ( 10 ) Loss on debt extinguishment 105 — Unrealized gains and losses on marketable securities, net ( 378 ) — Deferred income tax benefit ( 486 ) ( 1,674 ) Acquired in-process research and development - 1,967 Accretion of discount on note payable 113 10 Changes in operating assets and liabilities: Accounts receivable 36 ( 45 ) Inventories ( 12 ) ( 25 ) Prepaid expenses and other assets ( 431 ) 145 Operating lease liabilities ( 233 ) ( 4 ) Current portion of royalties payable due to related parties ( 31 ) 14 Accounts payable ( 146 ) 361 Accrued expenses 28 ( 15 ) Deferred revenue ( 26 ) — Interest payable due to related parties 97 90 Interest accrued on notes payable of variable interest entities 30 9 Interest accrued on notes payable 52 — Net cash used in operating activities ( 5,657 ) ( 4,601 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of acquired in-process research and development ( 103 ) ( 6 ) Purchase of marketable securities ( 1,000 ) — Purchases of property and equipment ( 21 ) ( 17 ) Proceeds from sales of marketable securities 182 — Acquisition, net of cash acquired ( 1,210 ) — Net cash used in investing activities ( 2,152 ) ( 23 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock and equity-classified contracts, net of issuance costs 6,919 2,740 Proceeds from deferred stock issuance payable 601 Proceeds from exercise of warrants (see Note 13) 401 — Payments on short-term notes payable ( 2,360 ) — Proceeds from short-term notes payable due to related parties 400 — Payments on convertible notes payable ( 403 ) — Payments on notes payable - ( 151 ) Proceeds from notes payable 2,806 — Net cash provided by financing activities 8,364 2,589 NET CHANGE IN CASH AND CASH EQUIVALENTS 555 ( 2,035 ) CASH AND CASH EQUIVALENTS, beginning of period. 88 2,873 CASH AND CASH EQUIVALENTS, end of period. $ 643 $ 838 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 34 $ 6 SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES Deemed dividend on warrant inducement offer $ 1,360 $ — Deemed contribution on extinguishment of convertible preferred stock $ 740 $ — Fair value of deferred consideration payable for initial minority equity interest $ 5,250 $ — Acquisition date fair value of previously held minority equity interest of step acquiree $ 2,948 $ — Fair value of deferred consideration payable in connection with acquisition $ 5,778 $ — Fair value of convertible preferred stock issued to settle deferred consideration $ 7,833 $ — Short-term note payable issued in connection with acquisition $ 4,788 $ — Property and equipment reclassified from inventories $ 10 $ 10 Operating right-of-use asset obtained in exchange for new operating lease liabilities $ 1,750 $ 118 Note payable of variable interest entities issued in connection with an asset acquisition $ — $ 1,246 Fair value of common stock issued in connection with asset acquisitions $ — $ 393 Consideration for asset acquisition included in accounts payable $ — $ 213 Consideration for asset acquisition included in non-controlling interest $ — $ 109 Fair value of trading debt securities obtained as consideration for convertible preferred stock and other equity-classified warrants $ — $ 864 See accompanying notes to unaudited condensed consolidated financial statements. 6 Table of Contents CATHETER PRECISION, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1. Organization and Nature of Operations The Company Catheter Precision, Inc. ("Catheter" or the "Company”) was incorporated in California on September 4, 2002, and reincorporated in Delaware in July 2018. On January 9, 2023, Catheter entered into the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") with Catheter Precision, Inc. (“Old Catheter”), a privately held Delaware corporation. Under the terms of the Merger Agreement, Old Catheter became a wholly owned subsidiary of Catheter, together referred to as the Company, in a stock-for-stock merger transaction (the "Merger"). The Company's 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. ("FLYTE") held by SEG Jets. On March 9, 2026, the Company entered into an Acquisition Purchase Agreement with Creatd, Inc. ("Creatd") and acquired the remaining 80.02 % of the issued and outstanding shares of common stock of FLYTE and all of FLYTE’s wholly owned consolidated subsidiaries, which included 100 % equity ownership interest in Ponderosa Air, LLC. As a result of these transactions (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. After the Acquisition, the Company's operations are organized and managed under two reportable segments: (i) cardiac electrophysiology and (ii) private aviation. Cardiac Electrophysiology Segment One of the Company’s two primary products under the cardiac electrophysiology segment is the VIVO System, which is an acronym for View into Ventricular Onset 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. The VIVO System is commercially available in the European Union and has been placed at several hospitals in Europe. United States Food and Drug Administration ("FDA") 510 (k) clearance was received, and the Company began commercial sales of VIVO in 2021 in the United States. The Company’s second primary product, LockeT® (“LockeT”), is a suture retention device indicated for wound healing by distributing suture tension over a larger area in the patient in conjunction with a figure of eight suture closure and is intended to temporarily secure sutures and aid clinicians in locating and removing sutures efficiently. In addition, LockeT is a sterile, Class I product that was registered with the FDA in February 2023, at which time initial shipments began to distributors. Clinical studies for LockeT began during the year ended December 31, 2023. These studies are planned to show the product’s effectiveness and benefits, including faster wound closure and patient ambulation/discharge, potentially resulting in higher procedural volumes and lower costs for the healthcare provider and/or insurance payor. This information is intended to provide crucial data that will improve marketability by establishing the effectiveness of the medical device and a competitive advantage. The Company recorded its first commercial sale of LockeT to distributors in May 2024. In April 2025, a U.S. patent for the product was granted by the United States Patent and Trademark Office. In April 2025, the Company also obtained the CE Mark approval for LockeT, permitting the marketing and sale of LockeT in the European Union, Switzerland and Turkey. Since receipt of the CE Mark, the Company has signed agreements with new distributors in the United Kingdom, Italy, Spain, Portugal, Switzerland, the Middle East, South Africa and Brunei. The Company’s product portfolio also includes the Amigo® Remote Catheter System (the "AMIGO" or "AMIGO System"), a robotic arm that serves as a catheter control device. The Company owns the intellectual property related to AMIGO, and this product is under consideration for future research and development of a second -generation product. 7 Table of Contents Private Aviation Segment 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 July 25, 2025, at the Annual Meeting of Stockholders of the Company, the stockholders approved an Amendment to the Amended and Restated Certificate of Incorporation of the Company to effect a reverse stock split within specified parameters. The Board approved the Amendment and set the ratio of the reverse stock split at 1 -for- 19. The Amendment was effective August 15, 2025, effecting a reverse stock split in which each nineteen ( 19 ) shares of the Company’s common stock, par value $ 0.0001 per share, issued and outstanding immediately prior to the effective time, automatically combined into one ( 1 ) validly issued, fully paid and non-assessable share of the Company’s common stock, par value $ 0.0001 per share. No fractional shares were issued as a result of the reverse stock split. Stockholders who would otherwise have been entitled to receive a fractional share were entitled to receive their pro rata portion of the net proceeds obtained from the aggregation and sale by the exchange agent of the fractional shares resulting from the reverse stock split (reduced by any customary brokerage fees, commissions and other expenses). All references to share and per share amounts for all periods presented in the unaudited condensed consolidated financial statements have been retrospectively restated to reflect the 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 The unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from uncertainty related to its ability to continue as a going concern. 8 Table of Contents The Company has incurred recurring net losses from operations and negative cash flows from operating activities since inception. For the six months ended June 30, 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 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. The investors also have the right, but not the obligation, to purchase up to an aggregate of $ 39.2 million of Series C- 4 Convertible Preferred Stock, par value $ 0.0001 per share, with stated value of $ 1,000 per share in one or more closings. On February 6, 2026, the Company also agreed to lower the exercise price of existing warrants and the conversion price of the Series B Convertible Preferred Stock to $ 1.78 per share for certain holders as consideration for exercising the existing warrants, resulting in aggregate proceeds of $ 0.4 million. On March 9, 2026, the Company entered into an additional Securities Purchase Agreement with certain accredited investors for a private placement financing pursuant to which the investors agreed to purchase 1,853 shares of Series C- 1 Convertible Preferred Stock 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 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. The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of the Company continuing to operate in the normal course of business and do not reflect any adjustments to the assets and liabilities related to the substantial doubt of its ability to continue as a going concern. 9 Table of Contents Management plans to raise additional capital through public or private equity or debt financing, or other innovative and specialty finance strategies, in order to fulfill its operating and capital requirements for at least 12 months from the date of the issuance of the unaudited condensed consolidated financial statements. However, the Company may not be able to secure such financing in a timely manner or on favorable terms, if at all. Furthermore, if the Company issues equity securities to raise additional funds, its existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. Note 2. Summary of Significant Accounting Policies Principles of Consolidation The unaudited condensed consolidated financial statements of the Company include the accounts of the Company, Old Catheter, Cardionomix, KardioNav, FLYTE, and Ponderosa. All intercompany transactions have been eliminated in consolidation. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP") applicable to interim financial statements. The Financial Accounting Standards Board (“FASB”) establishes these principles to ensure financial condition, results of operations, and cash flows are consistently reported. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative nongovernmental GAAP as found in the FASB Accounting Standards Codification ("ASC"). Certain footnotes and other financial information normally required by U.S. GAAP have been condensed or omitted in accordance with instructions to Form 10 -Q and Article 8 of Regulation S- X. In the opinion of management, such statements include all adjustments which are considered necessary for fair presentation of the unaudited condensed consolidated financial statements of the Company. The operating results presented herein are not necessarily an indication of the results that may be expected for the year. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10 -K for the year ended December 31, 2025 , as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026. Reclassifications Certain prior period financial statement amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. In the current period, the Company (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. Use of Estimates The preparation of the unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company’s 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. 10 Table of Contents Concentrations of Credit Risk The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable 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. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to significant or unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company has no significant off-balance sheet risk, such as foreign exchange contracts, option contracts, or other hedging arrangements. The Company extends credit to customers in the normal course of business. Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the condensed consolidated balance sheets. The Company does not require collateral from its customers to secure accounts receivable. 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. Segment Reporting Following the acquisition of FLYTE, the Company determined that it operates in two reportable segments: (i) cardiac electrophysiology and (ii) private aviation. The Company’s cardiac electrophysiology segment includes all activities related to the marketing, sales, and development of medical technologies in the cardiac electrophysiology field, 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. The Company’s private aviation segment includes all activities related to the marketing, sales, and delivery of private aviation services to customers through FLYTE. All of its operations are centrally managed within the United States by a single corporate team. The determination of two reportable segments is consistent with the condensed consolidated financial information available and regularly reviewed by the Company’s chief operating decision maker (“CODM”). The CODM is the Company’s Chief Executive Officer, who reviews and evaluates net loss for each reportable segment, for purposes of assessing performance, making operating decisions, allocating resources and planning and forecasting for future periods. Segment asset measures are not used as a basis for the CODM to evaluate the performance of or to allocate resources to the segments. 11 Table of Contents 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, 2026 2025 Cardiac Electrophysiology Private Aviation Total Total Revenues: Product revenue VIVO $ 127 $ — $ 127 $ 86 LockeT 391 — 391 269 Total product revenues 518 — 518 355 Service revenue, net Luxe — 69 69 — Hops — 864 864 — Total service revenues, net — 933 933 — Total revenues 518 933 1,451 355 Less: Cost of revenues: Cost of product revenue 53 — 53 25 Cost of service revenue — 910 910 — Total cost of revenues 53 910 963 25 Acquired in-process research and development expense — — — 1,967 Depreciation and amortization expense 734 52 786 1,060 Stock-based compensation expense 330 — 330 189 Salaries and benefits expense 1,457 287 1,744 2,624 Professional fees 1,641 163 1,804 1,044 Research and development expense 291 — 291 258 Interest income ( 6 ) — ( 6 ) ( 21 ) Interest expense 277 46 323 116 Change in fair value of royalties payable due to related parties — — — 2,830 Change in fair value of trading debt securities — — — ( 10 ) Change in fair value of minority equity interest 2,302 — 2,302 — Change in fair value of deferred consideration ( 3,195 ) — ( 3,195 ) — Loss on debt extinguishment 105 — 105 — Unrealized gains and losses, net ( 378 ) — ( 378 ) — Income tax benefit ( 487 ) — ( 487 ) ( 1,674 ) Other segment items (1) 1,271 594 1,865 1,450 Segment and consolidated net loss $ ( 3,877 ) $ ( 1,119 ) $ ( 4,996 ) $ ( 9,503 ) 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, 2026 2025 Cardiac Electrophysiology Private Aviation Total Total Revenues: Product revenue VIVO $ 54 $ — $ 54 $ 71 LockeT 216 — 216 141 Total product revenues 270 — 270 212 Service revenue, net Luxe — 27 27 — Hops — 722 722 — Total service revenues, net — 749 749 — Total revenues 270 749 1,019 212 Less: Cost of revenues: Cost of product revenue 22 — 22 14 Cost of service revenue — 899 899 — Total cost of revenues 22 899 921 14 Acquired in-process research and development expense — — — 1,848 Depreciation and amortization expense 367 15 382 529 Stock-based compensation expense 266 — 266 98 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 — — — 1,667 Change in fair value of trading debt securities — — — ( 10 ) Change in fair value of minority equity interest — — — — Change in fair value of deferred consideration ( 318 ) — ( 318 ) — Loss on debt extinguishment 105 — 105 — 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 $ 13.0 million in goodwill that is fully allocated to the private aviation segment during the six months ended June 30, 2026 . 12 Table of Contents Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity date of ninety days or less at the date of purchase to be cash equivalents. Cash and cash equivalents primarily represent funds invested in readily available checking and money market accounts. 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 Fair value represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants and is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three -tier fair value hierarchy is used to identify inputs used in measuring fair value as follows: Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; Level 2 - Inputs other than the quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. 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): June 30, 2026 Total Level 1 Level 2 Level 3 Assets: Cash equivalents Money market funds $ 12 $ 12 $ — $ — Marketable securities 1,196 1,196 — — Total assets $ 1,208 $ 1,208 $ — $ — Liabilities: Royalties payable due to related parties $ 792 $ — $ — $ 792 Deferred stock issuance liability 647 — — 647 Total liabilities $ 1,439 $ — $ — $ 1,439 13 Table of Contents December 31, 2025 Total Level 1 Level 2 Level 3 Assets: Cash Equivalents Money market funds $ 2 $ 2 $ — $ — Total assets $ 2 $ 2 $ — $ — Liabilities: Royalties payable due to related parties $ 792 $ — $ — $ 792 Convertible notes payable 298 — — 298 Total liabilities $ 1,090 $ — $ — $ 1,090 Royalties Payable Due to Related Parties The fair value measurement of royalties payable due to related parties includes significant unobservable inputs that are not supported by any market data. Royalties payable due to related parties reflect the present value of estimated future royalty payments. The Company applies an internally developed, revenue adjusted discount rate ("RADR”) to discount back the forecasted royalty payments. The RADR is based on the Company’s weighted average cost of capital ("WACC”) adjusted for the product revenue’s risk profile. The risk-free rate used to determine the cost of equity for the RADR is adjusted to be commensurate with the term of the royalty agreements. Furthermore, the Beta and Risk Premium used to determine the cost of equity are also adjusted to reflect the product revenue's volatility. All other inputs for the RADR and the Company’s WACC are the same. See Note 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 fair value of the convertible notes payable is determined using a probability weighted expected return model ("PWER model”) that values the convertible notes payable based on the discounted cash flows of three potential settlement outcomes: (i) the convertible notes payable will be converted into and settled in shares of common stock, (ii) the convertible notes payable’s principal and accrued interest will be paid in cash, and (iii) a dissolution scenario wherein the investor receives a partial payment based on a recovery rate. The conversion outcome incorporates a Monte Carlo simulation to estimate the Company’s common stock price at the expected conversion date and the number of shares issuable based on the variable conversion price. Aside from the probability of the three potential settlement outcomes, the fair value measurement incorporates several significant unobservable inputs, including the recovery rate, implied equity volatility, expected term assumptions, simulated conversion price, and credit-risk adjusted discount rate. The 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 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 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 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, 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. 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 under other expenses, net. 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. 14 Table of Contents 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 if converted method also utilizes observable inputs, such as the underlying common stock price on the acquisition date and the period end remeasurement date, and incorporated unobservable inputs related to a 20 % discount for lack of marketability. The fair value of the 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: Instrument Valuation Technique Unobservable Input Input Range Royalties payable due to related parties Discounted future cash flows Revenue adjusted discount rate 19.5 % Deferred stock issuance liability If converted method Discount for lack of marketability 20 % 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 Convertible Notes Payable Balance at January 1, 2026 $ 792 $ — $ — $ 298 Fair value at issuance — — 11,028 — Change in fair value — — ( 2,877 ) — Balance at March 31, 2026 792 — 8,151 298 Fair value at issuance — 601 — — Change in fair value — 46 ( 318 ) — Settlement of financial instruments — — ( 7,833 ) ( 403 ) Realized (gains) and losses — — — 105 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 Trading Debt Securities Balance at January 1, 2025 $ 9,213 $ — Change in fair value 1,163 — Balance at March 31, 2025 10,376 — Purchased — 864 Change in fair value 1,667 10 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. Changes or updates to assumptions could have a material impact on the reported fair value, the change in fair value, and the results of operations in any given period. 15 Table of Contents Accounts Receivable and Allowances for Credit Losses Accounts receivable consists of trade receivables recorded at invoiced amounts. 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. Accounts receivable are written off as uncollectible after all means of collection are exhausted. Any subsequent recoveries are credited to the allowance for credit losses. As of June 30, 2026 and December 31, 2025 , the allowance for credit losses related to accounts receivable was immaterial. Inventories Inventories are stated at the lower of cost (determined by the first -in, first -out method) or net realizable value. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. The Company reduces the carrying value of inventories for those items that are potentially in excess, obsolete or slow-moving based on changes in customer demand, technological developments or other economic factors. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Property and equipment are depreciated on a straight-line basis over their estimated useful lives as follows: Machinery and equipment 2 - 5 years Computer hardware and software 1 - 5 years LockeT animation video 3 years VIVO DEMO/Clinical Systems 1-5 years The Company periodically reviews the residual values and estimated useful lives of each class of its property and equipment for ongoing reasonableness, considering the long-term views of their intended use and the level of planned improvements to maintain and enhance those assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective account balances, and any resulting gain or loss is recognized in the Company’s condensed consolidated statements of operations. The cost of repairs and maintenance is expensed as incurred, whereas significant renewals and betterments are capitalized. Business Combination The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations ("ASC Topic 805" ). The purchase price of an acquisition is allocated to the underlying tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the identifiable net assets acquired is recorded as goodwill. Transaction costs related to business combinations, such as legal, accounting, valuation, and other professional or consulting fees, are expensed as incurred and included in selling, general and administrative expenses in the condensed consolidated statements of operations. The Company may adjust the preliminary purchase price allocation, as necessary, for up to one year after the acquisition closing date (the “measurement period”) as it obtains more information regarding asset valuations and liabilities assumed that existed at the acquisition date. Measurement period adjustments are recorded in the period in which the adjustments are determined. 16 Table of Contents De ferred tax assets and liabilities are recognized for the tax effects of temporary differences between the tax bases and the recognized amounts of assets acquired and liabilities assumed in accordance with ASC Topic 740, Income Taxes ("ASC Topic 740" ). Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized. Goodwill and indefinite-lived intangible assets are tested for impairment annually during the fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. If the Company elects to bypass the qualitative assessment, or if the qualitative assessment indicates it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative test is performed. An impairment charge for goodwill is recognized for the amount by which the carrying amount of the reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. An impairment charge for indefinite-lived intangible assets is recognized for the amount by which the carrying amount of the indefinite-lived intangible asset exceeds its fair value. The Company completed a qualitative assessment and determined that there was no evidence of impairment to the balance of its goodwill and indefinite-lived intangible assets as of June 30, 2026 . The Company did not have goodwill nor indefinite-lived intangible assets as of December 31, 2025. Impairment of Long-lived Assets The Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value of the long-lived assets may not be recoverable. 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 June 30, 2026 and 2025. Royalties Payable Due to Related Parties The Company is obligated to pay royalties related to the sales of LockeT and AMIGO System under various royalty agreements executed by Old Catheter. The Company recognizes a liability for royalty fees incurred and payable based on actual sales of products under current portion of royalties payable due to related parties in the condensed consolidated balance sheets. The Company recognizes a liability for future, estimated royalty payments at fair value under current portion of royalties payable due to related parties in the condensed consolidated balance sheets if it is payable within the next 12 months and under royalties payable due to related parties in the condensed consolidated balance sheets if it is payable 12 months after the balance sheet date. The royalties payable due to related parties is remeasured at each reporting period. Changes in fair value of royalties payable due to related parties are recorded in the condensed consolidated statements of operations in the period in which they occur. See Note 10, Royalties Payable for additional information. 17 Table of Contents Asset Acquisitions and In-process Research and Development The Company accounts for acquisitions of assets or a group of assets that do not meet the definition of a business as asset acquisitions based on the cost to acquire the asset or group of assets, which includes certain transaction costs. In an asset acquisition, the cost to acquire is allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values as of the acquisition date. No goodwill is recorded in an asset acquisition. Assets that are acquired in an asset acquisition for use in research and development activities that have an alternative future use are capitalized as in-process research and development (“IPR&D”) in the condensed consolidated balance sheets. Acquired IPR&D that has no alternative future use as of the acquisition date is recognized as acquired-in-process research and development expense in the condensed consolidated statements of operations as of the acquisition date. Contingent consideration in asset acquisitions that is not accounted for as a derivative is measured and recognized when payment becomes probable and reasonably estimable. Subsequent changes in the accrued amount of contingent consideration are measured and recognized at the end of each reporting period and upon settlement as an adjustment to the cost basis of the acquired asset or group of assets, or, if related to IPR&D with no alternative future use, recognized as expense. Contingent consideration that is in the form of a sales or usage-based royalty payment is recognized as an expense as incurred. Debt Securities Debt securities consist of the QHSLab Notes, which were received as partial consideration for the PIPE Units and Series B Convertible Preferred Stock issued by the Company under the May 2025 PIPE Financing (see Note 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. (“QHSLab”). 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 Convertible notes payable represent debt-host financial instruments whose embedded features must be assessed for bifurcation and separate accounting as derivative liabilities under ASC Topic 815, unless the fair value option is elected to measure certain financial assets and liabilities at fair value under ASC Topic 825, Financial Instruments ("ASC Topic 825” ). The fair value option may be elected on a financial instrument-by-financial instrument basis and is irrevocable, unless a new election date occurs. The fair value option simplifies the accounting by requiring the entire financial instrument to be measured at fair value. As permitted under ASC Topic 825, the Company elected the fair value option to account for the convertible notes payable issued on December 26, 2025 ( see Note 9, Notes Payable). The Company records convertible notes payable at fair value with any changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations. The change in fair value of convertible notes payable includes interest expense accrued for the convertible notes payable. Any portion of the change in fair value that is attributed to a change in the convertible note payables’ credit risk is recognized as a component of other comprehensive income. As a result of applying the fair value option, any debt issuance costs related to the convertible notes payable were expensed as incurred and were not deferred. 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 A variable interest entity ("VIE") is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such that equity investors lack the ability to make significant decisions relating to the entity’s operations through voting rights or do not substantively participate in the gains or losses of the entity. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. 18 Table of Contents The Company evaluates its ownership, contractual relationships and other interests in entities to determine the nature and extent of the interests, whether such interests are variable interests and whether the entities are VIEs in accordance with ASC Topic 810, Consolidation ("ASC Topic 810" ). These evaluations can be complex and judgmental, involving the use of estimates and assumptions based on available information among other factors. Based on these evaluations, if the Company determines it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE. The equity owned by other stockholders is presented, as applicable, as non-controlling interests in the accompanying condensed consolidated balance sheets, statements of operations, and statements of stockholders’ equity. If a reconsideration event occurs under ASC Topic 810, the Company performs an assessment to determine whether the entity continues to be a VIE, whether the Company still contains a variable interest in the VIE, and whether the Company continues to be or has become the primary beneficiary of the VIE. Cardionomix Cardionomix is a legal entity that was solely created to hold the assets of and to clinically develop and commercialize the CPNS System. The Company holds 82 % of the voting, common stock, while the Company’s Chief Executive Officer and his affiliates hold 12 %, and other third parties hold the remaining 6 %. The Company determined that its controlling equity interest represents a variable interest in Cardionomix, which meets the definition of a VIE as it does not have sufficient equity at risk to finance its activities without additional subordinated financial support. Furthermore, the Company has determined that it is the primary beneficiary of the VIE as it has the power to direct the activities that most significantly impact the VIE’s economic performance through its controlling equity interest. The Company therefore consolidates the results of operations, assets, and liabilities of Cardionomix. The Company did not transfer any assets in exchange for its controlling equity interest in Cardionomix, which did not have any assets or liabilities at formation. Accordingly, the Company did not record any gain or loss upon initial consolidation. As of 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 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. Unless Cardionomix can obtain its own dedicated financing, the Company does not currently intend to allocate capital to fund the clinical development of the acquired assets. The minority equity interest holders are presented as non-controlling interests in the accompanying condensed consolidated balance sheets, statements of operations, and statements of stockholders’ equity. 19 Table of Contents KardioNav KardioNav is a legal entity that was solely created to hold the assets of and to clinically develop and commercialize certain intellectual property related to new cardiac technology. The Company holds 57 % of the voting common stock, while the Company’s Chief Executive Officer and his affiliates hold 10 %, and other third parties hold the remaining 33 %. The Company determined that its controlling equity interest represents a variable interest in KardioNav, which meets the definition of a VIE as it does not have sufficient equity at risk to finance its activities without additional subordinated financial support. Furthermore, the Company has determined that it is the primary beneficiary of the VIE as it has the power to direct the activities that most significantly impact the VIE’s economic performance through its controlling equity interest. The Company therefore consolidates the results of operations, assets, and liabilities of KardioNav. The Company assigned certain intellectual property related to the VIVO System to KardioNav, which was accounted for as a common control transaction under ASC Topic 810 and carried at the Company's carrying value at inception. Furthermore, the fair value of the intellectual property assigned by Chelak to KardioNav was deemed to be de minimis as the intellectual property solely consists of patents and related know-how at the conceptual stage. Therefore, the Company recognized no gain or loss upon initial consolidation. Creditors of KardioNav have no recourse to the Company’s general credit and their claims are limited solely to the assets of KardioNav. 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 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. The minority equity interest holders are presented as non-controlling interests in the accompanying condensed consolidated balance sheets, statements of operations, and statements of stockholders’ equity. Distinguishing Liabilities from Equity The Company evaluates equity or liability classification for freestanding financial instruments, including convertible preferred stock, warrants, and options, pursuant to the guidance under ASC Topic 480, Distinguishing Liabilities from Equity (“ASC Topic 480” ). The Company classifies as liabilities all freestanding financial instruments that are (i) mandatorily redeemable, (ii) represent an obligation to repurchase the Company’s equity shares by transferring assets, or (iii) represent an unconditional obligation (or conditional obligation if the financial instrument is not an outstanding share) to issue a variable number of shares predominantly based on a fixed monetary amount, variations in something other than the fair value of the Company’s equity shares, or variations inversely related to changes in fair value of the Company’s equity shares. If a freestanding financial instrument does not represent an outstanding equity share and does not meet liability classification under ASC Topic 480, the Company then assesses whether the freestanding financial instrument is indexed to its own stock and meets equity classification pursuant to ASC Topic 815 - 40. The Company further assesses whether the freestanding financial instruments should be classified as temporary equity. Freestanding financial instruments that are redeemable for cash or other assets at a fixed or determinable date, at the option of the holder, or upon the occurrence of an event are classified in temporary equity in accordance with ASC Topic 480. Otherwise, the freestanding financial instruments are classified in permanent equity. See Note 13, Equity Offerings and Note 14, Preferred Stock for additional information on the freestanding financial instruments assessed under ASC Topic 480 and ASC Topic 815 - 40 for equity or liability classification. 20 Table of Contents Revenue Recognition In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606” ), the Company accounts for contracts with customers when there is a legally enforceable contract, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. Revenue is measured as the amount of consideration expected to be received in exchange for transferring promised goods or services. The amount of consideration to be received and revenue recognized may vary due to discounts. A performance obligation is a promise in a contract to transfer a distinct good or service. If there are multiple performance obligations in the customer contract, the Company allocates the transaction price in the contract to each performance obligation based on the relative standalone selling price. The Company does not adjust revenue for the effects of a significant financing component for contracts if the period between the transfer of control and corresponding payment is expected to be one year or less. Revenue is recognized when performance obligations in the customer contract are satisfied. This generally occurs when the customer obtains control of a promised good at a point in time or when a customer receives a promised service over time. Pursuant to ASC Topic 606, the Company applies the following five steps to each customer contract: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the Company satisfies a performance obligation The Company has elected as a practical expedient to expense as incurred any costs incurred to obtain a contract as the related amortization period would be one year or less. VIVO System The VIVO System offers 3D cardiac mapping to help localize the sites of origin of idiopathic ventricular arrhythmias in patients with structurally normal hearts prior to electrophysiology studies. Customers are provided with VIVO Positioning Patch Sets, which are custom patches, that are used in conjunction with the VIVO System. The VIVO Positioning Patch Sets are integral to the functionality of the VIVO System. The VIVO System, including the VIVO Positioning Patch Sets, represents the Company’s primary performance obligation. The Company recognizes revenue when physical possession and control of the VIVO System is transferred to the customer upon delivery. The Company also offers customers software upgrades for the VIVO System, which may be purchased and paid in advance at contract inception. Software upgrades represent stand-ready services, whereby the Company promises to provide software upgrades to the customer when and as upgrades are available. Software upgrade services may be offered for initial contract terms of one to multiple years. Customers have the option to renew software upgrades services at the end of each term. The software upgrade services represent the Company's second performance obligation, which is recognized evenly over time over the contract term. The Company invoices the customer for the VIVO System and related software upgrades after physical possession and control of the VIVO System has been transferred to the customer. Subsequent renewals for software upgrades are invoiced at inception of the renewed term. The timing of payment for the corresponding invoices depends on the credit terms identified in each customer contract. There were no software upgrade services revenues during the six months ended June 30, 2026 and 2025 . 21 Table of Contents LockeT The LockeT device represents a performance obligation in the customer contract. The Company recognizes revenue when it transfers control of the LockeT device to the customer, which happens when the Company delivers the product to the customer. Private Aviation Charter Services The Company generates revenue through two primary private aviation services: Hops and Luxe. Hops refers to Flyte’s short-haul private charter service, through which Flyte arranges charter routes using leased jets and pilots dedicated to Flyte’s operations. These flights are conducted on Company-managed aircraft and typically service high-demand regional routes throughout the New York Metro Area, Long Island, New England and the Eastern seaboard, to any destination within 400 nautical miles of the Company’s base in Farmingdale, New York. Each flight represents a performance obligation. For Hops arrangements, the Company acts as the principal because it controls the specified flight service before it is transferred to the customer, is primarily responsible for operating and fulfilling the flight, and has discretion in establishing pricing. Accordingly, Hops revenue is presented on a gross basis in the condensed consolidated statements of operations. Revenue 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. For Luxe arrangements, the Company evaluates whether it controls the specified flight service before it is transferred to the customer or whether the Company’s performance obligation is to arrange for a third -party operator to provide the flight service. The Company has determined that it acts as an agent in Luxe arrangements because the third -party aircraft operator is primarily responsible for operating and fulfilling the flight, and the Company does not control the underlying flight service before it is provided to the customer. Accordingly, Luxe revenue is presented on a net basis in the condensed consolidated statements of operations and represents the commission, brokerage fee, or other net amount retained by the Company after amounts payable to the third -party aircraft operator. For both Hops and Luxe, flights are earned and recognized as revenue at the point in time in which the service is provided, representing the satisfaction of the performance obligation. The Company generally does not issue refunds for flights unless there is a failure to meet its service obligations. For roundtrip flights, revenue is recognized upon arrival at the destination for each flight. 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 June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 Product Revenue US $ 210 $ 173 $ 364 $ 308 Europe 60 39 154 47 Total Product Revenue $ 270 $ 212 $ 518 $ 355 Service Revenue US $ 749 $ — $ 933 $ — Europe — — — — Total Service Revenue $ 749 $ — $ 933 $ — 22 Table of Contents 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. 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 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 following table summarizes the changes in the deferred revenue balance as follows (in thousands): Six Months Ended June 30, 2026 2025 Deferred revenue, beginning of period $ — $ — Deferred revenue assumed as part of acquisition (see Note 3) 171 — Revenue recognized during the period related to amounts included in the deferred revenue assumed ( 191 ) — Revenue deferred, net of revenue recognized during the period 165 — Deferred revenue, end of period $ 145 $ — Shipping and Handling Costs Shipping and handling costs charged to customers are included in net product sales, while all other shipping and handling costs are included in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. Advertising and Marketing 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 $ 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. 23 Table of Contents Patents The Company expenses patent costs, including related legal costs, as incurred and records such costs as selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. Research and Development Major components of research and development costs include consulting, research grants, supplies and clinical trial expenses. Research and development expenses are charged to operations in the period incurred. Stock-based Compensation The Company recognizes stock-based compensation expense associated with stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) issued to employees, members of the Company’s board of directors and consultants in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC Topic 718” ). The Company evaluates whether stock-based awards should be classified and accounted for as liability or equity awards on the date of grant. Furthermore, the Company measures all stock-based awards granted based on their fair value on the date of grant. Stock options are measured at fair value using the Black-Scholes option pricing valuation model (the “Black-Scholes model”), which incorporates various assumptions, including expected term, volatility and risk-free interest rate. The expected term of the options is the estimated period of time until exercise and was determined using the SEC’s safe harbor rules, using an average of vesting and contractual terms, as the Company did not have sufficient historical experience of similar awards. Expected stock price volatility is based on historical volatilities of certain “guideline” companies, as the Company does not have sufficient historical stock price data. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero -coupon issues with an equivalent term. Stock-based compensation expense for all stock-based awards is recognized over the requisite service period, which is generally the vesting period of the respective stock award. Stock-based compensation expense for stock-based awards with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not probable or is not met, no stock-based compensation expense is recognized, and any previously recognized compensation expense is reversed. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company accounts for uncertainty in income taxes using a two -step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining whether it is more likely than not that the position will be sustained on an audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. An uncertain tax position is considered effectively settled on completion of an examination by a taxing authority if certain other conditions are satisfied. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense and other income (expense), net respectively. On July 4, 2025, the One Big Beautiful Bill Act was signed into law. The legislation did not have a material impact on our income tax expense for the six months ended June 30, 2026 . 24 Table of Contents Basic and Diluted Net Loss per Share Earnings per share attributable to Catheter Precision, Inc. common stockholders is calculated using the two -class method, which is an earnings allocation formula that determines earnings per share for the holders of the Company’s common shares and participating securities. The Company’s Series X Convertible Preferred 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. In addition, common stock equivalent shares (whether or not participating) are excluded from the computation of diluted loss per share in periods in which they have an anti-dilutive effect on net loss per common share. Diluted net loss per share is computed using the more dilutive of (a) the two -class method or (b) the if-converted method and treasury stock method, as applicable. In periods in which the Company reports a net loss attributable to Catheter Precision, Inc. common stockholders, diluted net loss per share attributable to Catheter Precision, Inc. common stockholders is the same as basic net loss per share attributable to Catheter Precision, Inc. common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Diluted net loss per share is equivalent to basic net loss per share for the periods presented herein because common stock equivalent shares from outstanding warrants, stock options, 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. common stockholders consists of net income or loss attributable to Catheter Precision, Inc., as adjusted for actual and deemed dividends declared, if applicable. Recently Announced Accounting Pronouncements In November 2024, the FASB issued ASU 2024 - 03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation of Income Statement Expenses ("ASU 2024 - 03" ). In January 2025, the FASB issued ASU 2025 - 01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ), Clarifying the Effective Date ("ASU 2025 - 01" ). ASU 2024 - 03 requires the disaggregation of certain costs and expenses in the notes to the financial statements to provide enhanced transparency into the expense captions presented on the face of the income statement. ASU 2024 - 03, as clarified by ASU 2025 - 01, is effective for the Company’s Annual Report on Form 10 -K for the fiscal year ending December 31, 2027 and for interim periods beginning in 2028. The guidance may be applied on a prospective or retrospective basis and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2024 - 03 on its condensed consolidated financial statements. In July 2025, the FASB issued ASU 2025 - 05, Financial Instruments-Credit Losses (Topic 326 ): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025 - 05" ), which provides a practical expedient for entities to estimate expected credit losses on current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC Topic 606. ASU 2025 - 05 is effective for the Company for annual periods beginning after December 15, 2025, and interim periods within those annual periods. The adoption of this standard did not have a material effect on the Company’s condensed consolidated financial statements. In December 2025 , the FASB issued ASU 2025 - 11 , Interim Reporting (Topic 270 ): Narrow-Scope Improvements ("ASU 2025 - 11" ), which is intended to clarify and improve certain aspects of interim financial reporting, including the requirements for interim disclosures and the application of recognition and measurement guidance in interim periods. ASU 2025 - 11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 , with early adoption permitted. Adoption can be applied prospectively or retrospectively. The Company is currently evaluating the potential impact that ASU 2025 - 11 may have on its condensed consolidated financial statements and related disclosures. The Company does not expect this update to have a material effect on the Company's condensed consolidated financial statements. 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. 25 Table of Contents Note 3. Business Combination On February 6, 2026, the Company entered into an Acquisition Purchase Agreement with SEG Jets, whereby the Company agreed to acquire 19.98 % of the issued and outstanding shares of common stock of FLYTE. The Company was obligated to issue to the sellers an aggregate of 5,250 shares of the Company’s Series D Convertible Preferred Stock which was recorded as the first component of deferred consideration as of February 6, 2026. On March 9, 2026, the Company entered into an Acquisition Purchase Agreement with Creatd and acquired the remaining 80.02 % of the issued and outstanding shares of common stock of FLYTE and 100 % of the membership interests of Ponderosa. The Company was obligated to issue to the sellers an aggregate of 5,778 additional shares of the Company’s Series D Convertible Preferred Stock, which was recorded as the second component of deferred consideration as of March 9, 2026. The purpose of the Acquisition was to acquire FLYTE’s and Ponderosa’s operations related to aviation, assets, and technology platform. After obtaining a controlling interest in FLYTE, the Company remeasured its previously held minority equity interest to fair value as of the Acquisition date and recorded a change in fair value of minority equity interest of $ 2.3 million in the condensed consolidated statements of operations. This effectively reduced the fair value of the minority equity interest from $ 5.2 million to $ 2.9 million as of the Acquisition date. The fair value of the investment was determined based on the implied transaction value of FLYTE, which was derived from the purchase price paid to acquire the remaining 80.02 % interest in FLYTE. In consideration for the Acquisition, the Company paid cash at closing, settled certain indebtedness on behalf of the seller, issued a short-term promissory note, and recorded the deferred consideration obligation to issue 5,778 additional shares of the Company’s Series D Convertible Preferred Stock. The total purchase consideration for the Acquisition was $ 14.8 million, which consists of the following estimated fair value amounts (in thousands): Description Fair Value Cash proceeds to seller $ 685 Fair value of promissory note 4,788 Payment of indebtedness 554 Fair value of previously held minority equity interest of step acquiree 2,948 Fair value of deferred consideration 5,778 Total purchase price $ 14,753 The Acquisition is being accounted for as a business combination in accordance with ASC Topic 805. The Company estimated the fair values of the assets acquired and liabilities assumed in the Acquisition. These values have been prepared based on preliminary estimates of the fair value of the consideration paid, assets acquired, and liabilities assumed. 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. 26 Table of Contents 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): Description As Originally Reported Measurement Period Adjustments As Adjusted Assets acquired: Cash and cash equivalents $ 29 $ — $ 29 Accounts receivable 1 — 1 Prepaid expenses and other current assets 74 — 74 Property and equipment 68 — 68 Operating lease right-of-use assets 948 — 948 Intangible assets 7,450 ( 3,333 ) 4,117 Goodwill 9,430 3,532 12,962 Other non-current assets 49 — 49 Total assets acquired $ 18,049 $ 199 $ 18,248 Liabilities assumed: Accounts payable $ 204 $ — $ 204 Accrued expenses 509 — 509 Current portion of operating lease liabilities 554 — 554 Deferred revenue 171 — 171 Deferred tax liability — 199 199 Short-term notes payable 1,400 — 1,400 Notes payable 64 — 64 Operating lease liabilities 394 — 394 Total liabilities assumed 3,296 199 3,495 Total purchase price $ 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): Estimated Estimated Intangible Assets Fair Value Useful Life Applications $ 200 5 FAA Part 135 Operating Certificate 2,417 Indefinite Trademarks/ trade names 1,300 15 Customer list/ relationships 200 15 $ 4,117 27 Table of Contents 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 The following table represents the revenue and net loss, of the acquired entities, as reported on a pro forma basis as if the Acquisition occurred on January 1, 2025. These pro forma results are not necessarily indicative of the results that would have occurred if the Acquisition had occurred on the first day of the period presented, nor does the pro forma financial information purport to represent the results of operations for future periods. The following information for three 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, 2026 2025 2026 2025 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 $ ( 2,319 ) $ ( 5,458 ) $ ( 3,877 ) $ ( 9,503 ) Net loss associated with the acquired FLYTE business ( 987 ) ( 142 ) ( 1,085 ) ( 797 ) Total net loss $ ( 3,306 ) $ ( 5,600 ) $ ( 4,962 ) $ ( 10,300 ) Note 4. 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 June 30, June 30, 2026 2025 2026 2025 Unrealized gains, net $ 393 $ — $ 393 $ — Realized losses $ ( 15 ) $ — $ ( 15 ) $ — Note 5. Inventories Inventories consisted of the following (in thousands): June 30, December 31, 2026 2025 Raw materials $ 26 $ 37 Finished goods 62 49 Inventories $ 88 $ 86 There were no charges for inventory obsolescence or allowance recorded for the three and six months ended June 30, 2026 and 2025 . 28 Table of Contents Note 6. Property and Equipment Property and equipment, net consisted of the following (in thousands): June 30, December 31, 2026 2025 Machinery and equipment $ 36 $ 36 Computer hardware and software 131 42 LockeT animation video 29 29 VIVO DEMO/Clinical Systems 136 126 Property and equipment, gross 332 233 Accumulated depreciation ( 204 ) ( 169 ) Property and equipment, net $ 128 $ 64 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. 29 Table of Contents Note 7. Goodwill and Other Intangible Assets 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 June 30, 2026 (in thousands): Estimated Useful Life Gross Carrying Accumulated Net Carrying ( Years) Amount Amortization Value Amortized intangible assets: Cardiac electrophysiology segment Developed technology ‐ VIVO 10 $ 170 $ ( 9 ) $ 161 Developed technology ‐ LockeT 14 18,770 ( 4,692 ) 14,078 Customer relationships 6 62 ( 36 ) 26 Trademarks/trade names ‐ VIVO 10 14 ( 1 ) 13 Trademarks/trade names ‐ LockeT 9 409 ( 159 ) 250 $ 19,425 $ ( 4,897 ) $ 14,528 Private aviation segment Applications 5 200 ( 13 ) 187 Trademarks/ trade names 15 1,300 ( 27 ) 1,273 Customer list/ relationships 15 200 ( 4 ) 196 $ 1,700 $ ( 44 ) $ 1,656 $ 21,125 $ ( 4,941 ) $ 16,184 Indefinite life intangible assets: Private aviation segment Goodwill — 12,962 — 12,962 FAA Part 135 Operating Certificate — 2,417 — 2,417 Total $ 36,504 $ ( 4,941 ) $ 31,563 The following table summarizes the Company’s intangible assets as of December 31, 2025 (in thousands): Estimated Useful Life Gross Carrying Accumulated Net Carrying ( Years) Amount Amortization Value Amortized intangible assets: Cardiac electrophysiology segment Developed technology ‐ VIVO 15 $ 170 $ — $ 170 Developed technology ‐ LockeT 14 18,770 ( 4,022 ) 14,748 Customer relationships 6 62 ( 31 ) 31 Trademarks/trade names ‐ VIVO 9 14 — 14 Trademarks/trade names ‐ LockeT 9 409 ( 136 ) 273 $ 19,425 $ ( 4,189 ) $ 15,236 30 Table of Contents The estimated future amortization expense for the next five years and thereafter is as follows (in thousands): Future Amortization Years ending December 31, Expense Remainder of 2026 $ 779 2027 1,555 2028 1,555 2029 1,545 2030 1,545 Thereafter 9,205 Total $ 16,184 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 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. Note 8. Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, December 31, 2026 2025 Legal expenses $ 457 $ 135 Offering costs 1,356 1,356 Compensation and related benefits 102 75 Other accrued expenses 67 131 Accrued expenses $ 1,982 $ 1,697 31 Table of Contents Note 9. Notes Payable Note Payable - Director and Officer Liability Insurance The Company purchased director and officer liability insurance coverage on September 26, 2024 for $ 293 thousand. A down payment of $ 44 thousand was made and the remaining balance of $ 249 thousand was financed over 10 months through a short-term financing arrangement with its insurance carrier. The interest rate on the loan was 9.99 %. Interest expense on this loan was $ 6 thousand for the 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 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. A down payment of $ 55 thousand was made and the remaining balance of $ 221 thousand was financed over 9 months through a short-term financing arrangement. The interest rate on the loan is 9.39 %. Interest expense on this loan was $ 3 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 In connection with the asset acquisition of the CPNS System previously held by Cardionomic, on May 5, 2025, Cardionomix issued a promissory note with a face amount of $ 1.5 million and stated interest rate of 4 % per annum (the "Note Payable"). No interest or principal is payable until the maturity date of the Note Payable, which is three years following the date of issuance. All outstanding principal plus accrued but unpaid interest becomes immediately due and payable upon voluntary or involuntary bankruptcy filings. The Note Payable may be prepaid by Cardionomix at any time at its own discretion. The Note Payable was initially measured at its present value of $ 1.3 million net of a discount of $ 254 thousand based on an effective interest rate of 10 % per annum. The discount is amortized under the effective interest method over the term of the Note Payable. Interest expense on this note was $ 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. 32 Table of Contents Promissory Notes (Collectively, the "Related Party Notes") On May 30, 2024, David A. Jenkins loaned $ 500,000 to the Company in exchange for a short-term promissory note. On June 25, 2024, an entity controlled by Mr. Jenkins loaned $ 150,000 to the Company in exchange for a short-term promissory note. On July 1, 2024 and July 18, 2024, the Company entered into two short-term promissory notes with an affiliate of Mr. Jenkins, wherein the affiliate loaned $ 250,000 and $ 100,000 , respectively, to the Company in exchange for the short-term promissory notes. On July 25, 2024, the Company entered into a short-term promissory note with a Trust, of which Mr. Jenkins’ adult daughter is the trustee, wherein the Trust loaned $ 500,000 to the Company in exchange for the short-term promissory note. All of these short-term promissory notes (the “Related Party Notes”) had a maturity date of August 30, 2024 and interest of 8 % per annum. On August 23, 2024, the Company entered into the first amendment of the Related Party Notes, which extended the maturity date to January 31, 2026 and increased the interest rate to 12 % per annum after August 31, 2024. All other terms and conditions remained substantially unchanged. As part of the amendment, the Company paid down all accrued interest to date of $ 21 thousand. The amendment was accounted for as a debt modification in accordance with ASC Topic 470 - 50, Debt Modifications and Extinguishment (“ASC Topic 470 - 50” ). Since the modified terms and conditions were not substantially different from the prior terms and conditions, the Company accounted for the debt modification as a continuation of the original debt instrument. The Company further concluded that the debt modification did not result in any adjustments to the carrying value of the Related Party Notes. On December 31, 2025, the Company entered into the second amendment of the Related Party Notes, which extended the maturity date of the notes payable to the Jenkins Family Charitable Institute to January 31, 2028, and the notes payable to FatBoy Capital, L.P. and Mr. Jenkins to January 31, 2029. As part of the second amendment, the Company issued 170,000 Series M Warrants to FatBoy Capital L.P. and Mr. Jenkins, respectively, and transferred the Perikard membership interests to Mr. Jenkins for de minimis proceeds. All other terms and conditions remained unchanged. The second amendment was accounted for as a debt extinguishment since the amended terms and conditions were substantially different from prior terms and conditions. In accordance with ASC Topic 470 - 50, the Company derecognized the net carrying amount of the original Related Party Notes and recorded the amended Related Party Notes at fair value. Since the fair value of the amended Related Party Notes of $ 1.7 million was greater than the principal balance of $ 1.5 million, the Company recognized a premium of $ 0.2 million as of December 31, 2025 . The difference between the reacquisition price, which is the sum of the fair values of the amended Related Party Notes, Perikard membership interests, and Series M Warrants, and the net carrying amount of the original Related Party Notes of $ 0.6 million was recorded as loss on debt extinguishment in the consolidated statement of operations for the year ended December 31, 2025 . See Note 13, Equity Offerings, and Note 16, Asset Acquisitions, for additional information on the Series M Warrants issued and the Perikard patents transferred in connection with the debt extinguishment, respectively. 33 Table of Contents 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. 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 On July 11, 2025, two short-term promissory notes with a face amount of $ 150 thousand each were issued by KardioNav to the Company's Chief Executive Officer and Lifestim, Inc., a company controlled by the Company's Chief Executive Officer. The promissory notes have a maturity date of July 11, 2026, and interest rates of 4.2 % per annum, payable upon maturity (the "Notes Payable"). The Notes Payable, including all principal and interest, accelerate and become immediately due and payable upon the occurrence of certain customary events of default, including failure to pay amounts owed when due, material breach of the Company’s representations or warranties (unless waived by the holders or cured within 10 days following notice), certain events involving the discontinuation of the Company’s business and/or certain types of proceedings involving insolvency, bankruptcy, receivership and the like. Interest expense on this note was $ 3 thousand 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. Convertible Notes Payable On December 26, 2025, the Company issued an unsecured convertible note payable with a principal amount of $ 102 thousand and a discount of $ 2 thousand to Boot Capital LLC for cash proceeds of $ 100 thousand. The Company further issued an unsecured convertible note payable with a principal amount of $ 204 thousand and a discount of $ 4 thousand to Vanquish Funding Group Inc. for cash proceeds of $ 200 thousand. The convertible notes payable have a maturity date of September 30, 2026 and stated interest rate of 10 % per annum, which shall be payable when the principal amount is due. Any principal amount or interest that is not paid when due shall bear the default interest of 22 % per annum. Changes in fair value of convertible notes payable along with interest expense are recorded under change in fair value of convertible notes payable in the condensed consolidated statements of operations. 34 Table of Contents The Company has the right to prepay the outstanding balance of the convertible notes payable, which is defined as the sum of the outstanding principal amount, accrued and unpaid interest, default interest, and any other amounts due and payable, with three days’ prior written notice. If the Company pays within 90 days of the issuance date, the Company must pay 120 % of the outstanding balance. If the Company pays within 90 to 180 days after the issuance date, the Company must pay 125 % of the outstanding balance. 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 . Bridge Notes 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 . 35 Table of Contents Notes Payable Assumed in Connection with the FLYTE Acquisition In connection with the acquisition of FLYTE, the Company assumed an outstanding secured promissory note payable to the former Chief Executive Officer of FLYTE with an outstanding principal balance of $ 365 thousand (the “Sellouk Note”). The Sellouk Note accrues interest at a flat rate of $ 3 thousand per month and had an amended maturity date of February 27, 2026. The Sellouk Note is currently in default and shall continue to accrue interest at a flat rate of $ 3 thousand per month until it is paid. The Company recognized the Sellouk Note at its acquisition-date fair value of $ 365 thousand. Interest expense on the Sellouk Note was $ 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”). See Note 3, Business Combination for additional information over the Assumed Notes. The Assumed Notes were issued between December 8, 2022 and August 20, 2024, have stated maturity dates ranging from October1, 2023 to September 30, 2024, including certain notes that were subsequently extended, and bear stated interest rates ranging from 5 % to 12 % per annum. All of the Assumed Notes had matured prior to the acquisition date and were in default as of June 30, 2026 . The Assumed Notes continue to accrue interest at their stated interest rates, except for two of the Assumed Notes with an outstanding carrying value of $ 157 thousand that accrue interest at the default rate of 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. Certain of the Assumed Notes include automatic conversion provisions that would be triggered upon an initial public offering of FLYTE, generally at a conversion price equal to 75 % of the initial public offering price, subject to customary adjustments. Certain other Assumed Notes include conversion provisions based on 45 % of the initial public offering price or, alternatively, an optional conversion price of $ 1.80 per share or a valuation-based price. The conversion provisions should be bifurcated and accounted for as a derivative under ASC Topic 815. The estimated fair value of these embedded derivatives was deemed to be de minimis as of the acquisition date and at 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 and six months ended June 30, 2026 , respectively. 36 Table of Contents SBA Loan Assumed in Connection with the FLYTE Acquisition In connection with the acquisition of FLYTE, the Company assumed a loan payable to the United States’ Small Business Administration (“SBA Loan”). The SBA Loan was issued on June 13, 2020, with an original principal amount of $ 63,800 . The loan accrues interest at 3.75 % per annum and is payable in fixed installments of $ 311 monthly, beginning 12 months from the date of issuance. The outstanding principal and interest of the SBA Loan shall be fully repaid thirty years from the date of issuance. The Company recognized the SBA Loan at its acquisition-date fair value of $ 63 thousand. 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 In connection with the acquisition of FLYTE, on March 9, 2026, the Company issued a promissory note to Creatd, Inc. with a principal balance of $ 5.0 million as partial consideration for the business acquired (the “FLYTE Note Payable”). The FLYTE Note Payable bears interest at 0 % per annum and is payable in installments through December 15, 2026. If any payment is not made within three business days following the applicable installment date, interest will accrue on such overdue payment at a rate of 4 % per annum. Upon the occurrence and continuation of an event of default, the holder may declare the entire unpaid principal balance, together with all accrued penalties and late fees, immediately due and payable, and the outstanding principal balance will bear default interest at 18 % per annum. The FLYTE Note Payable was initially measured at its fair value of $ 4.8 million, net of a discount of $ 212 thousand, based on an effective interest rate of 10 % per annum. The discount is amortized under the effective interest method over the term of the FLYTE Note Payable. The Company recognized $ 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 June 30, 2026 were as follows (in thousands): June 30, 2026 2026 $ — 2027 — 2028 2,000 2029 1,000 2030 — Thereafter 63 Total principal $ 3,063 Plus: accrued interest 159 Plus: premium 239 Less: discount ( 172 ) Total $ 3,289 37 Table of Contents Note 10. Royalties Payable LockeT Royalty On January 9, 2023, prior to the consummation of the Merger, Old Catheter entered in an agreement with its Convertible Promissory Noteholders (“Noteholders”), which substantially consisted of amounts due to David A. Jenkins, previously Old Catheter's Chairman of the Board of Directors prior to the Merger, and, currently, the Company’s Executive Chairman of the Board of Directors and Chief Executive Officer, to forgive all accrued interest and future interest expense in exchange for a future royalty right. Under these agreements, the Company is obligated to pay the Noteholders a total royalty equal to 11.82 % of net sales of its LockeT device on a quarterly basis, commencing upon the first commercial sale, which occurred in April 2024, through December 31, 2035. In April 2025, a US patent was granted by the United States Patent and Trademark Office, after which the Company is obligated to pay an additional royalty of 2 % of net sales only after the initial $ 1 million of 5 % royalties has been paid, up to a maximum of $ 10 million in additional royalties. These royalty payments apply to revenues through December 31, 2033 and will terminate at that date regardless of whether the full $ 10 million has been paid. On December 31, 2025, the Company entered into the Series J Exchange Agreement ("Exchange Agreement") with Mr. Jenkins and FatBoy Capital, L.P. to exchange future and accrued royalty rights of $ 2.7 million for an aggregate of 9,490 shares of the Company's newly designated Series J Convertible Preferred Stock, par value $ 0.0001 per share and stated value of $ 1,000 per share (see Note 14, Preferred Stock, for additional information). The Exchange Agreement was accounted for as an extinguishment of liabilities as the Company settled an outstanding contractual obligation through the issuance of shares of preferred stock. Therefore, the Company derecognized $ 2.7 million of royalties payable due to related parties and recognized the fair value of the Series J Convertible Preferred Stock of $ 5.3 million in additional paid-in capital for the year ended December 31, 2025. The difference between the fair value of the Series J Convertible Preferred Stock and the fair value of the royalties payable due to related parties of $ 2.6 million was recorded as loss on debt extinguishment in the consolidated statement of operations for the year ended December 31, 2025. All other royalties payable remain outstanding and are included under current portion of royalties payable due to related parties and royalties payable due to related parties in the condensed consolidated balance sheets. As of 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. 38 Table of Contents AMIGO System Royalty During 2006 and 2007, Old Catheter entered into two investment grant agreements with a non-profit foundation for the purpose of funding the initial development of Old Catheter's AMIGO System, receiving a total of $ 1.6 million from the foundation. The agreement calls for the payment of the following sales-based royalties by Old Catheter to the foundation upon successful commercialization of the AMIGO System (in thousands, except for percentages): Until Royalty Payment Royalty Percentage Reaches a Total of 4% $ 1,589 2% $ 3,179 1% In perpetuity 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. Note 11. Leases The Company determines if an arrangement contains a lease at contract inception based on its ability to control a physically distinct asset in exchange for consideration. If the arrangement contains a lease, the Company then determines the classification of the lease as either operating or finance. For the 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. The present values of future lease payments are discounted using the interest rate implicit in the lease if it is readily determinable. As most leases do not provide an implicit rate, the Company applies an incremental borrowing rate based on the information available at commencement date to determine the present value of future lease payments over the lease term. The Company benchmarked itself against other companies with similar credit ratings and of comparable quality to derive an incremental borrowing rate. Lease expense is recognized on a straight-line basis over the lease term in the condensed consolidated statements of operations. The Company elected to utilize the short-term lease exemption to exclude recognition of ROU assets and lease liabilities from the condensed consolidated balance sheet for leases with an initial term of 12 months or less, with payments instead being expensed on a straight-line basis over the lease term. If a lease includes options to extend the lease term, the Company does not assume the option will be exercised in its initial lease term assessment unless there is reasonable certainty that the Company will renew based on an assessment of economic factors present as of the lease commencement date. The Company monitors its plans to renew its material lease each reporting period. The Company enters into contracts that contain both lease and non-lease components. Non-lease components include costs that do not provide a right-to-use a leased asset but instead provide a service such as maintenance costs. The Company has elected to account for the lease and non-lease components together as a single component for all classes of underlying assets. Variable costs associated with the lease, such as maintenance and utilities, are not included in the measurement of ROU assets and liabilities. Variable costs are expensed when the events determining the amount of variable consideration to be paid have occurred. 39 Table of Contents FLYTE Leases In connection with the acquisition of FLYTE, the Company assumed or entered into certain operating leases related to FLYTE’s aviation operations, including hangar, office space and aircraft leases. The Company evaluated each assumed or newly executed lease arrangement upon acquisition or commencement and recognized operating lease right-of-use-assets and operating lease liabilities for leases with remaining terms greater than 12 months. For leases acquired in connection with the FLYTE acquisition, the Company measured the lease liabilities as if the acquired leases were new leases of the Company at the acquisition date, using the Company’s incremental borrowing rate when the rate implicit in the lease was not readily determinable. The FLYTE lease agreements generally require fixed monthly payments, payable in advance, and do not include residual value guarantees or purchase options that the Company is reasonably certain to exercise. Hangar and Office Space Lease In connection with the acquisition of FLYTE, the Company assumed a lease for hangar and office space with Stratosphere Development Co LLC DBA Republic Jet Center. The leased space is used to support FLYTE’s aviation operations, inc luding hangar and office use. The lease commenced on August 18, 2021, and was amended on August 27, 2024, with a remaining lease term of 17 months. The lease does not contain a purchase option or residual value guarantee. The Company did not include any 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 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 On September 27, 2022, Old Catheter entered into a lease agreement for office space located in Fort Mill, South Carolina. The space is used for office and general use. The lease term began on October 1, 2022 for 38 months, and included two months of free rent from the commencement date of the lease. The original lease agreement contains two distinct 36 -month renewal periods, which require 180 days’ notice of the Company's intention to exercise. In June 202 5, the Company notified the landlord of its intent to exercise its option to extend the lease for an addit ional 36 -month period through the end of December 1, 2028. Accordingly, the Company remeasured the lease liability on the basis of the revised lease payments and lease term, such that the first extension option of 36 months has been included in operating right-of-use-assets and operating lease liabilities in the condensed consolidated balance sheet as of June 30, 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 . 40 Table of Contents New Jersey Office Lease Agreement On December 7, 2022, Old Catheter entered into a lease agreement for office space located in Augusta, New Jersey. The space is used for office and general use. The lease term began on January 1, 2023 for 24 months. The lease contained one 24 -month renewal period, which required 9 months’ notice of the Company’s intent to exercise. In March 2024, the Company notified the landlord of its intent to extend the lease for a 12 -month period. In April 2024, a lease extension agreement was entered into extending the lease through December 31, 2025. On July 8 2025, the Company entered into a second lease extension agreement to extend the lease for an additional 24 -month period through the end of December 31, 2027. 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 June 30, 2026 . Park City Office Lease Agreement On March 19, 2023, the Company entered into a lease agreement for office space located in Park City, Utah. The space is used for office and general use. The lease term began on May 1, 2023 for 36 months. The lease contains one 36 -month renewal period, which requires 180 days’ notice of the Company's intention to exercise. On March 4, 2026, the Company entered into the first amendment to the lease, which extended the lease termination date from April 30, 2026 to April 30, 2027. The lease contains one 36 -month renewal period, which requires 180 days’ notice of the Company's intention to exercise. As of 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 June 30, June 30, 2026 2025 2026 2025 Operating lease expense $ 397 $ 21 $ 502 $ 49 Cash paid for leases $ 263 $ 26 $ 295 $ 53 June 30, December 31, 2026 2025 Weighted average remaining lease term (in years) - operating leases 1.68 2.67 Weighted average discount rate - operating leases 10.00 % 9.67 % Future minimum lease payments for all lease obligations for the following five fiscal years and thereafter are as follows (in thousands): Years ending December 31: Operating Leases Remainder of 2026 $ 863 2027 1,525 2028 323 Total minimum lease payments 2,711 Less effects of discounting ( 82 ) Present value of future minimum lease payments $ 2,629 41 Table of Contents Operating lease right-of-use assets and lease liabilities were recorded in the condensed consolidated balance sheets as follows (in thousands): June 30, December 31, 2026 2025 Operating lease right-of-use assets, net $ 2,509 $ 162 Current portion of operating lease liabilities $ 1,474 $ 63 Operating lease liabilities 1,155 101 Total operating lease liabilities $ 2,629 $ 164 Note 12. Net Loss per Share 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 six months ended June 30, 2026 and 2025 because including them would have been antidilutive: June 30, 2026 2025 Warrants for common stock 1,136,595 1,079,056 Employee stock options 508,998 127,094 Series B Convertible Preferred Stock 224,437 335,213 Series C-1 Convertible Preferred Stock 3,929,785 — Series C-2 Convertible Preferred Stock 3,929,785 — Series D Convertible Preferred Stock 9,990,940 — Series J Convertible Preferred Stock 6,083,005 — Series X Convertible Preferred Stock — 66,580 Total common stock equivalents 25,803,545 1,607,943 42 Table of Contents Note 13. Equity Offerings May 2025 PIPE Financing On May 12, 2025, the Company entered into a Securities Purchase Agreement for a private placement with three institutional investors ( “May 2025 PIPE Financing”). Pursuant to the Securities Purchase Agreement, the Company sold an aggregate of (i) 1,500 PIPE Units and (ii) 1,500 additional shares of a new series of the Company’s preferred stock, designated Series B Convertible Preferred Stock, par value $ 0.0001 per share. Each PIPE Unit consisted of (i) one share of Series B Convertible Preferred Stock and (ii) Series L common stock purchase warrants ("Series L Warrants") to purchase approximately 150 shares of common stock at an exercise price of $ 9.50 per share. As consideration for the PIPE Units and Series B Convertible Preferred Stock, the Company collected gross proceeds of $ 1.5 million in cash and the QHSLab Notes, which had an initial fair value of $ 864 thousand as of the closing date, previously held by one of the investors, before deducting placement agent fees and offering expenses of $ 0.4 million (collectively, the “Placement Agent Fees”). The Series L Warrants were not exercisable until stockholders' approval was obtained ("Stockholder Approval"), and expire 5.5 years thereafter. Each Series L Warrant is exercisable into one share of the Company's common stock and may be exercised on a cashless basis under certain circumstances. The exercise price of the Series L Warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company's common stock. The Series L Warrants are callable by the Company for $ 0.19 per share if the volume-weighted average price of the Company's common stock for 20 consecutive trading days exceeds $ 28.50 per share and the Series L Warrants have not been exercised. Stockholder approval was obtained on July 25, 2025. In the event of certain transactions resulting in a change in control, at the option of the holder, the Company shall repurchase the Series L Warrants for an amount of cash equal to the Black Scholes Value of the unexercised portion of the Series L Warrants. However, if the change of control is not within the Company’s control, then the holders shall receive the same type of consideration offered to the Company’s common stockholders at the Black Scholes Value of the unexercised portion of the Series L Warrant. If the Company’s common stockholders can choose the type of consideration (i.e., cash, stock, or other assets) to be received, then the Holders shall have the same choice. If the Company’s common stockholders do not receive any consideration, they are deemed to receive common stock of the successor entity. In the event of certain restructuring or disposal events, then upon the subsequent exercise of the Series L Warrants, for each share of common stock that would have been issuable upon exercise immediately prior to the event, the holders shall receive the number of shares of common stock of the successor entity and any alternate consideration given to common stockholders. The exercise price shall be adjusted to apply to such alternate consideration based on the amount of alternate consideration issuable for one share of common stock. If holders of common stock are given any choice as to the securities, cash or property to be received for alternate consideration, then the holder shall be given the same choice. Subject to limited exceptions, the holders of Series L Warrants, will not have the right to exercise any portion of the warrant if the holder (together with such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99 % of the shares of common stock then outstanding (the “Beneficial Ownership Limitation”). At the holder’s option, the holder may increase the Beneficial Ownership Limitation to 9.99 % of the shares of common stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company. 43 Table of Contents In connection with the May 2025 PIPE Financing, the Company also issued Placement Agent Warrants to purchase an aggregate of 13,534 shares of common stock at an exercise price of $ 10.3075 per share to the Placement Agent. The Placement Agent Warrants terminate 5 years from the date of issuance. The Placement Agent Warrants are not callable by the Company. Except for the exercise price, contract term, call option, and change in control provision, the Placement Agent Warrants have the same terms and conditions as the Series L Warrants. The Company assessed the Series L Warrants and Placement Agent Warrants issued in connection with the May 2025 PIPE Financing and determined that they do not require liability classification pursuant to ASC Topic 480. Furthermore, the Series L Warrants and Placement Agent Warrants do not have any net cash settlement provisions that would preclude equity classification under ASC Topic 815 - 40. Accordingly, the Series L Warrants and Placement Agent Warrants were recorded to additional paid-in capital in the condensed consolidated balance sheets. See Note 14, Preferred Stock for additional information on the Series B Convertible Preferred Stock issued by the Company in connection with the May 2025 PIPE Financing. In addition, the Company entered into a registration rights agreement with the investors requiring the Company to register for resale the shares of common stock issuable upon the conversion of the Series B Convertible Preferred Stock and Series L Warrants. Failure to 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 June 30, 2026 . At the Market Offering Agreement On May 19, 2025, the Company entered into an At Market Offering Agreement (“ATM Agreement”) with Ladenburg. Under the ATM Agreement, the Company may offer and sell up to $ 1.3 million of shares of common stock, par value $ 0.0001 per share, through Ladenburg. On June 13, 2025, the Company filed a prospectus supplement increasing the aggregate amount available to be sold to $ 3.2 million under the ATM (“Shares”). On August 7, 2025, the Company filed a prospectus supplement, which supersedes and replaces the prospectus supplement dated June 13, 2025, increasing the aggregate amount of shares available to be sold to $ 4.3 million. The Shares have been and will continue to be issued pursuant to the Company’s previously filed and effective Registration Statement on Form S- 3 (File No. 333 - 284217 ), which was initially filed with the Securities and Exchange Commission on January 10, 2025 and declared effective on January 22, 2025. The Company has no obligation to sell, and Ladenburg is not obligated to buy or sell, any of the Shares under the ATM Agreement and may at any time suspend offers under the ATM Agreement. The ATM Agreement will terminate upon the earlier of (i) the issuance and sale of all of the shares through Ladenburg on the terms and subject to the conditions set forth in the ATM Agreement or (ii) termination of the ATM Agreement as otherwise permitted thereby. The ATM Agreement may be terminated at any time by either party upon five ( 5 ) business days’ prior notice, or by Ladenburg at any time in certain circumstances, including the occurrence of a material adverse effect on the Company. The Company has agreed to pay Ladenburg a commission equal to 3 % of the aggregate gross proceeds from sale of its shares of common stock. As of December 31, 2025, 887,852 shares of common stock had been sold under the ATM Agreement for gross proceeds of $ 4.0 million before deduction of commission and offering expenses of $ 0.3 million. During the six months ended June 30, 2026 , no additional shares of common stock had been sold under the ATM Agreement. 44 Table of Contents February 2026 Private Placement 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"). 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”). 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 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 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. 45 Table of Contents 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. Pursuant to the Letter Agreement, the Company agreed to reduce the exercise price of the Series B Convertible Preferred Stock and the Series L Warrants to $ 1.78 per share, and the holders agreed to immediately exercise all of their Series L Warrants for cash. Following the execution of the Letter Agreement, the holders exercised 225,564 Series L Warrants to purchase 225,564 shares of common stock at the reduced exercise price of $ 1.78 per share, resulting in aggregate gross proceeds to the Company of approximately $ 0.4 million. There are no Series L Warrants outstanding as of 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. Additionally, the holders agreed to certain trading volume restrictions. The Company accounted for the reduction in the exercise price of the Series L Warrants as a modification of equity-classified warrants. The incremental fair value of the Series L Warrants resulting from the modification, which was measured as of the modification date using a Black-Scholes valuation model, was recognized as an equity issuance cost within additional paid-in capital in the condensed consolidated balance sheets. The Company accounted for the settlement of the Series L Warrants pursuant to the Letter Agreement as an induced exercise of equity-classified warrants. The incremental fair value of the additional consideration provided to the holders in connection with the settlement, including the incremental fair value attributable to the modified Series B Convertible Preferred Stock, was recognized as a deemed dividend within additional paid-in capital in the condensed consolidated balance sheets. See Note 14, Preferred Stock, for additional information. March 2026 Private Placement On March 9, 2026, the Company entered into an additional Securities Purchase Agreement (the “March 2026 SPA”) with certain accredited investors for a private placement financing. Pursuant to the March 2026 SPA, the Company completed the first closing and issued 1,853 shares of Series C- 1 Convertible Preferred Stock. The Company collected gross proceeds of $ 1.9 million before deducting direct and incremental offering expenses 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"). 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”). 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 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. 46 Table of Contents 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 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. Warrants The following table presents the number of common stock warrants outstanding: Warrants outstanding, December 31, 2025 1,418,943 Issued — Exercised ( 225,564 ) Expired ( 56,784 ) Warrants outstanding, June 30, 2026 1,136,595 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 : Warrants Warrant Type Outstanding Exercise Price Expiration Date August 2021 Pharos Banker Warrants 7 $ 28,405.00 8/16/2026 February 2022 Series B Warrants 2,061 $ 2,660.00 2/4/2029 July 2022 Series C Warrants 1,495 $ 2,660.00 7/22/2027 September 2024 Series 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 ** 1,136,595 **The December 2025 Series M Warrants expire 5.5 years from the initial exercise date. The exercise date is defined as the date of stockholder approval. As of the date of this filing, such stockholder approval has not yet occurred. 47 Table of Contents As of June 30, 2026 , the warrants issued by the Company had a weighted average exercise price of $ 19.42 . Placement Fees In connection with offerings completed by the Company in 2022, (the "2022 Offerings"), the Company entered into an agreement with a placement agent that, subject to satisfaction of the requirements contained therein, called for a placement fee payable based on capital raised from certain investors for a definitive time following the expiration of the agreement. The accrued placement fee of approximat ely $ 1.4 million r elated t o the 2022 Offerings is included in accrued expenses in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 . Additionally, the agreement called for the issuance of warrants with the following terms: Number of shares Exercise Price Expiration 174 $ 5,937.50 5 years 163 $ 3,325.00 5 years Note 14. Preferred Stock Series X Convertible Preferred Stock Pursuant to the Merger Agreement, all Old Catheter common stock shares issued and outstanding and Convertible Promissory Notes, representing an aggregate principal balance of $ 25.2 million, were converted into a right to receive 14,649.592 shares of a new class of the Company’s preferred stock, designated Series X Convertible Preferred Stock. Series X Convertible Preferred Stock has no voting rights prior to the conversion into common stock. While there are generally no voting rights of the Series X Convertible Preferred Stock, there are protective rights regarding the sales of the Company, change of control, etc. The remaining Series X Preferred Stock may convert into common stock only if the Company’s common stock has been delisted from the NYSE American or has been approved for initial listing on the NYSE American or another stock exchange, at a rate of 5.26 shares of common stock for each share of Series X Convertible Preferred Stock. Other than dividends payable in shares of common stock, Holders of Series X Convertible Preferred Stock will be entitled to receive dividends on shares of Series X Convertible Preferred Stock equal, on an as-if-converted-to-common stock basis, and in the same form as dividends actually paid on shares of common stock. Upon consummation of the Merger, each holder of Old Catheter Convertible Promissory Notes received, in exchange for discharge of the principal of their Notes, a number of shares of the Company's Series X Convertible Preferred Stock representing a potential right to convert into the Company's common stock in an amount equal to one common share for each $ 608 of principal amount. Date of Conversion Series X Shares Converted Common Shares Issued December 5, 2025 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. 48 Table of Contents Series B Convertible Preferred Stock On May 12, 2025, pursuant to the May 2025 PIPE Financing, the Company issued 3,000 shares of Series B Convertible Preferred Stock. Each share of the Series B Convertible Preferred Stock has a par value of $ 0.0001 and a stated value of $ 1,000 . Subject to certain ownership limitations as described below, the Series B Convertible Preferred Stock was convertible into an aggregate of 451,126 shares of common stock at the option of the holder. The Series B Convertible Preferred Stock are convertible at a fixed conversion rate determined by dividing the stated value of the Series B Convertible Preferred Stock by the conversion price of $ 6.65 , which approximates 150.38 shares of common stock issuable per share of Series B Convertible Preferred Stock. In the event of a stock dividend, reverse stock split, combination, or reclassification of shares of common stock, then, the conversion price shall be adjusted based on the number of shares of common stock outstanding immediately before and after such an event. The holders could convert all of the Series B Convertible Preferred Stock upon the date stockholder approval was obtained (“Stockholder Approval”). Stockholder Approval was obtained on July 25, 2025. Prior to Stockholder Approval, the Series B Convertible Stock could only be converted into up to 115,913 shares of common stock ( 19.99 % of the Company’s outstanding common stock on the date of issuance of the Series B Convertible Preferred Stock). Notwithstanding the foregoing, the holders of shares of Series B Convertible Preferred Stock do not have the right to convert any portion of their Series B Convertible Preferred Stock if the holder, together with its affiliates, would beneficially own a number of shares of common stock in excess of 4.99 % of the shares of common stock then outstanding (the “Beneficial Ownership Limitation”). At the holder’s option, the holder may increase the Beneficial Ownership Limitation to 9.99 % of the shares of common stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company. Holders of Series B Convertible Preferred Stock are entitled to receive dividends and distributions on shares of Series B Convertible Preferred Stock equal to, on an as-if-converted-to-common stock basis, and in the same form as dividends and distributions actually paid on shares of common stock. The Series B Convertible Preferred Stockholders do not have a preference upon any liquidation, dissolution, or winding-up of the Company. In the event of certain restructuring or disposal events, then upon any subsequent conversion of the Series B Convertible Preferred Stock, for each convertible share that would have been issuable upon conversion immediately prior to the event, the holders shall receive the number of shares of common stock of the successor entity and any alternate consideration given to common stockholders. The conversion price shall be adjusted to apply to such alternate consideration based on the amount of alternate consideration issuable for one share of common stock. If holders of common stock are given any choice as to the securities, cash, or property received for alternate consideration, the holders of Series B Convertible Preferred Stock shall be given the same choice. The Series B Convertible Preferred Stock includes certain contingent payment provisions that should be bifurcated and accounted for as a derivative under ASC Topic 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, the Series B Convertible Preferred Stock do not have any voting rights. 49 Table of Contents On February 6, 2026, the Company entered into the Letter Agreement described in Note 13, Equity Offerings and agreed to reduce the conversion price of the Series B Convertible Preferred Stock to an alternative price of $ 1.78 per share. Pursuant to the Letter Agreement, the beneficial ownership limitation for the Series B Convertible Preferred Stock was increased from 4.99 % to 9.99 %, effective immediately, with the holders waiving any prior notice period requirements. The shares of common stock underlying the Series B Convertible Preferred Stock are subject to the same trading volume restriction provisions described in Note 13, Equity Offerings. In consideration for the reduction in conversion price and subsequent to the exercise of the Series L Warrants described, the holders agreed to convert their Series B Convertible Preferred Stock at the reduced conversion price such that the holders would collectively hold 9.99 % of the outstanding shares of the Company’s common stock immediately after giving effect to such conversions and warrant exercises. The amendment to the Series B Convertible Preferred Stock pursuant to the Letter Agreement was accounted for as an extinguishment. Upon extinguishment, the Company derecognized the original Series B Convertible Preferred Stock at its carrying amount, and recognized the amended Series B Convertible Preferred Stock at fair value. The resulting difference of $ 1.4 million was recorded as an adjustment to additional paid-in capital and recognized as a deemed dividend 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: Date of Conversion Series B Shares Converted Common Shares Issued June 11, 2025 771 115,913 March 10, 2026 597 335,346 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 In February and March 2026, pursuant to the February 2026 Private Placement and the March 2026 Private Placement, the Company issued 1,617 shares and 1,853 shares, respectively, of its newly designated Series C- 1 Convertible Preferred Stock. Each share of the Series C- 1 Convertible Preferred Stock has a par value of $ 0.0001 and a stated value of $ 1,000 . 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. In the event of a stock dividend, reverse stock split, stock combination, reclassification or similar event affecting the Company’s common stock, the conversion price shall be adjusted based on the number of shares of common stock outstanding immediately before and after such event. The conversion of the Series C- 1 Convertible Preferred Stock is also subject to stockholder approval and certain beneficial ownership limitations. Prior to the Stockholder Approval Date, the Series C 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. 50 Table of Contents 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”). At the holder’s option, the holder may increase the Beneficial Ownership Limitation to 9.99 % of the shares of common stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company. Holders of Series C 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 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 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 Convertible Preferred Stock, the holders will be entitled to receive, for each share of common stock that would otherwise have been issuable upon conversion immediately prior to such transaction, the same kind and amount of securities, cash or other property that would have been received by a holder of common stock, and the conversion price will be adjusted accordingly. The Series C 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 C Convertible Preferred Stock do not have voting rights. 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 On December 31, 2025 , pursuant to the Exchange Agreement discussed in Note 10 , Royalties Payable, the Company issued 9,490 shares of the Company’s newly designated Series J Convertible Preferred Stock, which has a par value of $ 0.0001 per share and a stated value of $ 1,000 per share. Subject to certain limitations described below, the Series J Convertible Preferred Stock is convertible into an aggregate of 6,083,005 shares of common stock at the option of the holder. The Series J Convertible Preferred Stock are convertible at a fixed conversion rate determined by dividing the stated value of the Series J Convertible Preferred Stock by the conversion price of $ 1.56 , which approximates 641.03 shares of common stock issuable per share of Series J Convertible Preferred Stock. In the event of a stock dividend, reverse stock split, combination, or reclassification of shares of common stock, then, the conversion price shall be adjusted based on the number of shares of common stock outstanding immediately before and after such an event. The Company recognized the fair value of the Series J Convertible Preferred Stock of $ 5.3 million in additional paid-in capital in the consolidated balance sheets. The conversion of the Series J Convertible Preferred Stock is subject to stockholder approval and Beneficial Ownership Limitations. The holders do not have the right to convert any portion of their Series J Convertible Preferred Stock if the holder, together with its affiliates, would beneficially own a number of shares of common stock in excess of 4.99 % of the shares of common stock then outstanding (“Beneficial Ownership Limitation”). At the holder’s option, the holder may increase the Beneficial Ownership Limitation to 9.99 % of the shares of common stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company. 51 Table of Contents Holders of Series J Convertible Preferred Stock are entitled to receive dividends and distributions on shares of Series J Convertible Preferred Stock equal to, on an as-if-converted-to-common stock basis, and in the same form as dividends and distributions actually paid on shares of common stock. The holders also have the right to receive dividends when and as declared by the Board of Directors. No dividends have been granted to the Series J Convertible Preferred Stockholders. The Series J Convertible Preferred Stockholders do not have a preference upon any liquidation, dissolution, or winding-up of the Company. In the event of certain restructuring or disposal events, then upon any subsequent conversion of the Series J Convertible Preferred Stock, for each convertible share that would have been issuable upon conversion immediately prior to the event, the holders shall receive the number of shares of common stock of the successor entity and any alternate consideration given to common stockholders. The conversion price shall be adjusted to apply to such alternate consideration based on the amount of alternate consideration issuable for one share of common stock. If holders of common stock are given any choice as to the securities, cash, or property received for alternate consideration, the holders of Series J Convertible Preferred Stock shall be given the same choice. Except as otherwise required by law, the Series J Convertible Preferred Stock do not have any voting rights. As of June 30, 2026 , the Company had 9,490 shares of Series J Convertible Preferred Stock outstanding. Note 15. Stock-Based Compensation 2018 Equity Incentive Plan The 2018 Equity Incentive Plan (the "2018 Plan") was replaced by the 2023 Equity Incentive Plan (the "2023 Plan"), as described below. As of December 31, 2025, stock options outstanding under the 2018 Plan were eliminated following the reverse stock split at 1 -for- 19 that was effective August 15, 2025. 2020 Inducement Equity Incentive Plan The Company adopted the 2020 Inducement Equity Incentive Plan (the “2020 Plan”) in March 2020 and terminated it in April 2024. On adoption, 3 shares were reserved for issuance. At termination, the remaining reserved shares were released back to the authorized pool. No shares are reserved for future issuance under the 2020 Plan as of June 30, 2026 and December 31, 2025. 2023 Equity Incentive Plan In July 2023, the Company’s stockholders approved the 2023 Plan as defined above, which provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, performance-based stock awards and other forms of equity compensation to the Company’s employees, directors and consultants. Stock options granted under the 2023 Plan to employees and consultants generally will vest annually over a five -year period or as determined by the Board’s Compensation Committee (the "Committee"), while grants to non-employee directors vest as determined by the Committee. As of June 30, 2026 and December 31, 2025 , 112,725 and 194,520 shares of common stock were reserved for issuance pursuant to future awards under the 2023 Plan. The number of shares available for issuance under the 2023 Plan also includes a quarterly increase commencing on September 1, 2023 by an amount equal to the lesser of (i) 10 % of the number equal to the number of shares of common stock outstanding on the applicable adjustment date less the number of shares of common stock outstanding at the beginning of the fiscal quarter immediately preceding the adjustment date, but if such number is a negative number, then the increase will be zero; or (ii) such lesser number of shares as may be determined by the Board. 52 Table of Contents For the six months ended June 30, 2026 . the Committee approved the grant of 200,000 stock options with service-based conditions. 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 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 Six Months Ended June 30, 2026 2025 Risk-free interest rate 4.11 % 4.38 - 4.55 % Volatility 105.06 97.40 - 100 % Expected dividend yield 0 % 0 % Expected life (in years) 5.5 5.5 - 6.5 Options with Performance-Based Vesting Conditions For the Six Months Ended June 30, 2026 2025 Risk-free interest rate — 4.55 % Volatility — 98.00 - 98.40 % Expected dividend yield — 0 % Expected life (in years) — 5.3 - 5.5 The following is a summary of stock option activity for the 2023 Plan options for the six months ended June 30, 2026 : Weighted Weighted Average Average Aggregate Stock Exercise Remaining Intrinsic Value Options Price Life (in thousands) Outstanding at December 31, 2025 123,678 $ 8.07 9.29 $ — Options exercised — — — — Options granted 200,000 1.15 — — Cancelled/forfeited ( 15,995 ) 9.25 — — Outstanding at June 30, 2026 307,683 $ 3.51 9.38 $ — Vested and expected to vest at June 30, 2026 307,683 $ 3.51 9.38 $ — 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 six months ended June 30, 2026 and 2025 was $ 0.93 and $ 5.13 per share, respectively. 53 Table of Contents Non-Plan Options Issued On January 6, 2025, the Board approved and issued a total of 26,315 Non-Plan Options as an employee incentive to the Chief Financial Officer. The options vest monthly over 3 years with an exercise price of $ 10.07 and an expiration date of January 6, 2035. 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 June 30, 2026 2025 Risk-free interest rate 4.33 % 4.62 % Volatility 105.31 97.00 % Expected dividend yield 0 % 0 % Expected life (in years) 5.5 5.8 The following is a summary of stock option activity for the Non-Plan options for the six months ended June 30, 2026 : Weighted Weighted Average Average Aggregate Stock Exercise Remaining Intrinsic Value Options Price Life (in thousands) Outstanding at December 31, 2025 26,315 $ 10.07 9.02 $ — Options exercised — — — — Options granted 175,000 1.15 — — Cancelled/forfeited — — — — Outstanding at June 30, 2026 201,315 $ 2.32 9.60 $ — Vested and expected to vest at June 30, 2026 201,315 $ 2.32 9.60 $ — 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 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 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. 54 Table of Contents Total unrecognized estimated stock-based compensation expense by award type and the remaining weighted average recognition period over which such expense is expected to be recognized at June 30, 2026 was as follows: Unrecognized Expense (in thousands) Remaining Weighted Average Recognition Period Stock options (Non-Plan Options) $ 105 1.53 Stock options (2023 Plan Options) $ 398 2.31 Note 16. Asset Acquisitions On January 24, 2025, the Company acquired 100 % of the membership interests of Perikard, LLC, which was accounted for as an asset acquisition consisting primarily of a single patent for pericardial access technology. The Company issued 14,473 shares of its common stock valued at $ 113 thousand as consideration and is obligated to make royalty payments equal to 10 % of net sales of the pericardial access kit for five years following the closing date. The patent was determined to be IPR&D with no alternative future use, and accordingly, the Company recognized $ 119 thousand, consisting of $ 113 thousand of stock consideration and $ 6 thousand of direct transaction costs for the six months ended June 30, 2025 . 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. Jenkins. The disposal primarily related to the previously acquired patent for pericardial access technology. Because the patent was fully expensed as IPR&D at the time of acquisition and Perikard held no other assets or liabilities, no impairment or other charges were recognized in connection with the disposal. See Note 9, Notes Payable, for additional information over the debt extinguishment. On May 5, 2025, Cardionomix acquired certain assets from Cardionomic. The assets primarily related to Cardionomic’s CPNS System, which represents a novel technology for the late-stage treatment of acute decompensated heart failure. The acquisition was accounted for as an asset acquisition consisting primarily of an IPR&D Asset (the CPNS System). The Company issued 52,631 shares of its restricted common stock valued at $ 0.3 million, and Cardionomix issued a promissory note recorded at a carrying amount of $ 1.3 million (the "Note Payable"), as consideration to Cardionomic. The common stock issued has not been registered under the Securities Act, such that the shares may not be transferred by the Seller absent an effective registration statement or an exemption from registration. Furthermore, the common stock could not be transferred for six months after the closing date, after which Cardionomic may only transfer the common stock to permitted transferees with the express written consent of the Company, which shall not be unreasonably withheld. The IPR&D Asset was determined to have no alternative future use, and accordingly, the Company expensed the costs of acquisition of $ 1.9 million, consisting of $ 0.3 million in stock consideration, $ 1.3 million of promissory note, and $ 0.3 million in direct transaction costs, as acquired research and development expenses in the consolidated statement of operations for the year ended December 31, 2025. See Note 9, Notes Payable for additional information on the Note Payable. 55 Table of Contents Note 17. Income Taxes The provision for income taxes for interim periods is determined using an estimated annual effective tax rate. The effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as valuation allowances against deferred tax assets, the recognition or de-recognition of tax benefits related to uncertain tax positions, if any, and changes in or the interpretation of tax laws in jurisdictions where the Company conducts business. For the three and six months ended June 30, 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. The Company’s net deferred tax assets generated mainly from net operating losses are fully offset by a valuation allowance as the Company believes it is not more likely than not that the benefit will be realized. The Company will continue to assess its position in future periods to determine if it is appropriate to reduce a portion of its valuation allowance in the future. The Company has no open income tax audits with any taxing authority as of June 30, 2026 . Note 18. Commitments and Contingencies In the normal course of business, the Company is at times subject to pending and threatened legal actions. In management’s opinion, any potential loss resulting from the resolution of these matters will not have a material effect on the results of operations, financial position or cash flows of the Company. Employment Litigation In connection with the FLYTE acquisition, the Company assumed certain cont ingent liabilities, including an employment dispute with a former FLYTE employee alleging wrongful termination. The matter is currently proceeding through arbitration. While the Company disputes these allegations, the Company determined a loss was probable and reasonably estimable and recorded an estimated liability of $ 0.2 million under accrued expenses in the condensed consolidated balance sheets as of June 30, 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. 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. 56 Table of Contents Note 19. Related Parties Prior to the 2023 Merger between Old Catheter and Catheter, David A. Jenkins, the Company’s current Executive Chairman of the Board and Chief Executive Officer, and Old Catheter’s Chairman of the Board of Directors, and his affiliates held approximately $ 25.1 million of Old Catheter’s Convertible Promissory Notes, or the Notes, that were converted into 7,856.251 shares of Series X Convertible Preferred Stock in connection with the Merger (see Note 14, Preferred Stock). In consideration for forgiving the interest accrued but remaining unpaid under the Notes in an aggregate amount of approximately $ 13.9 million, Mr. Jenkins and his affiliates also received royalty rights equal to approximately 12 % of the net sales, if any, of LockeT, commencing upon the first commercial sale and through December 31, 2035. The Company entered into an additional royalty agreement for the LockeT device with Auston Locke, who is the son of Robert Locke, VP of Product Development. Under this agreement, the Company will pay a 5 % royalty rate on net sales up to $ 1 million in cumulative royalties. In April 2025, a US patent was granted by the United States Patent and Trademark Office, after which the Company is obligated to pay an additional royalty of 2 % of net sales only after the initial $ 1 million of 5 % royalties has been paid, up to a maximum of $ 10 million in additional royalties. On December 31, 2025, pursuant to the Exchange Agreement, Mr. Jenkins and his affiliate converted their aforementioned royalty rights and accrued royalty amounts into an aggregate of 9,490 shares of the Company’s newly designated Series J Convertible Preferred Stock. As of December 31, 2025, 9,490 shares of Series J Convertible Preferred Stock were held by these related parties. Refer to Note 2, Summary of Significant Accounting Policies, and Note 10, Royalties Payable, for additional information over the royalties payable due to these related parties. Refer to Note 14, Preferred Stock, for additional information over the Series J Convertible Preferred Stock. In addition to the shares described above that were issued in connection with the Notes, Mr. Jenkins and his affiliates received 1,325.838 shares of Series X Convertible Preferred Stock in the Merger, and Mr. Jenkins’ adult children received 1,284.344 shares of Series X Convertible Preferred Stock in the Merger, all in exchange for their equity interests in Old Catheter in accordance with the Merger exchange ratio. As of December 31, 2025 and June 30, 2026 , all of the Series X Preferred Stock held by these related parties had been converted into shares of common stock. Mr. Jenkins’ daughter, the Company’s non-executive Chief Operating Officer, received options to purchase 757 shares of the Company’s common stock upon the closing of the Merger in exchange for her options to purchase shares of Old Catheter common stock, converted based on the exchange ratio in the Merger. Of the total options to purchase 757 shares of the Company’s common stock, 17 options have expired as of 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. The options have an exercise price of $ 101.10 per share, vest at 20 % per year for 5 years and expire in May 2034. On January 29, 2025, Ms. Jacques received an incentive stock option to purchase 13,154 shares of the Company's common stock. The options had an exercise price of $ 7.98 per share, 1,315 options vested on the grant date and an additional 1,315 options were to vest annually for 4 years, 1,644 options were to vest quarterly upon achievement of quarterly sales targets during 2025 and expire in January 2035. Ms. Jacques’ employment was terminated on June 2, 2025, and all unvested options were cancelled, consisting of 1,315 unvested non-plan options and 13,154 unvested incentive stock options. 57 Table of Contents During the year ended December 31, 2024, the Company entered into various short-term promissory notes with various related parties (the “Related Party Notes”). These Related Party Notes had a maturity date of August 30, 2024 and interest rates of 8 % per annum. On August 23, 2024, the Notes were amended to extend the maturity date to January 31, 2026 and increase the interest rate to 12 % per annum effective August 31, 2024. On December 31, 2025, the Notes were amended a second time to extend the maturity date of the notes payable to the Jenkins Family Charitable Institute to January 31, 2028, and the notes payable to FatBoy Capital, L.P. and Mr. Jenkins to January 31, 2029. In connection with the second amendment of the Notes, the Company transferred its Perikard membership interests to Mr. Jenkins for de minimis proceeds and issued an aggregate of 340,000 Series M Warrants to FatBoy Capital, L.P. and Mr. Jenkins with a fair value of $ 509 thousand. See Note 9, Notes Payable, Note 16, Asset Acquisitions, and Note 13, Equity Offerings, for additional information regarding the second amendment, the Perikard transfer, and the Series M Warrants. On July 11, 2025, two short-term promissory notes with a face value of $ 150 thousand each were issued by KardioNav to the Company's Chief Executive Officer and Lifestim, Inc., a company controlled by the Company's Chief Executive Officer. The promissory notes have a maturity date of July 11, 2026, and interest rates of 4.2 % per annum, payable upon maturity. See Note 9, Notes Payable for further information. 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 Issuance Date Principal Amount Premium Interest Accrued David Jenkins 5/30/2024 $ 500 $ 79 $ 30 FatBoy Capital, L.P. 6/25/2024 $ 150 $ 25 $ 9 FatBoy Capital, L.P. 7/1/2024 $ 250 $ 39 $ 15 FatBoy Capital, L.P. 7/18/2024 $ 100 $ 16 $ 6 Jenkins Family Charitable Institute 7/25/2024 $ 500 $ 79 $ 30 David Jenkins 7/11/2025 $ 150 $ — $ 6 Lifestim, Inc. 7/11/2025 $ 150 $ — $ 6 FatBoy Capital, L.P. 6/24/2026 $ 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; 12,368 pre funded warrants with an exercise price of $ 0.0019 and no expiration date; 26,316 Series H Warrants with an exercise price of $ 19.00 per share that expired on March 3, 2025; 26,316 Series I Warrants with an exercise price of $ 19.00 per share that expired on March 3, 2026; and 26,316 Series J Warrants with an exercise price of $ 19.00 per share that expire on September 3, 2029. On October 28, 2024, the Jenkins Family Charitable Institute exercised all 12,368 pre funded warrants and received 12,368 shares of common stock of the Company. On December 31, 2024, the Jenkins Family Charitable Institute distributed 23,684 Series J warrants to its trustee and two advisors, who are daughters of Mr. Jenkins. On January 6, 2025, Philip Anderson, the Company's Chief Financial Officer, received a non-plan option to purchase 26,315 shares of the Company's common stock. The options have an exercise price of $ 10.07 per share, vest monthly over 36 months and expire in January 2035. In February 2025, Catheter formed its subsidiary Cardionomix. The capitalization structure of the newly formed entity included 82 % of the common stock of Cardionomix held by the Company, 5 % of the common stock of Cardionomix held by Mr. Jenkins, 7 % of the common stock by affiliates of Mr. Jenkins, and the remaining 6 % held by third parties. 58 Table of Contents On June 20, 2025, Catheter formed a new subsidiary, KardioNav. The capitalization structure of the newly formed entity include 57 % of the common stock of KardioNav held by the Company, 33 % of the common stock of KardioNav held by Chelak iECG, Inc., an unrelated third party, 3 % of the common stock of KardioNav held by Mr. Jenkins and 7 % of the common stock of KardioNav held by affiliates of Mr. Jenkins. Following the Company's acquisition of FLYTE in February and March 2026, the Company leases aircrafts from SEG Jets. The aircraft leases are used in connection with FLYTE’s aviation operations. The aircraft leases commenced between March 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. Note 20. Subsequent Events 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. 59 Table of Contents