Catheter Precision, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS CATHETER PRECISION, INC. Condensed Consolidated Balance Sheets (in thousands, except per share data) September 30, 2024 December 31, 2023 (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 1,268 $ 3,565 Accounts receivable 107 137 Inventories 32 44 Prepaid expenses and other current assets 307 415 Total current assets 1,714 4,161 Property and equipment, net 111 70 Operating lease right-of-use assets, net 127 179 Intangible assets, net 24,785 26,318 Other non-current assets 8 8 TOTAL ASSETS $ 26,745 $ 30,736 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 708 $ 464 Accrued expenses 1,497 1,733 Notes payable 249 184 Interest payable to related parties 16 — Current portion of royalties payable 17 — Current portion of operating lease liabilities 99 91 Total current liabilities 2,586 2,472 Royalties payable 9,797 6,974 Notes payable due to related parties 1,500 — Operating lease liabilities 36 97 Total liabilities 13,919 9,543 Commitments and contingencies (see Note 17) Stockholders' Equity Preferred Stock, $ 0.0001 par value, 10,000,000 shares authorized Series A Convertible Preferred Stock, $ 0.0001 par value, 7,203 shares designated; 0 and 4,578 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively — — Series X Convertible Preferred Stock, $ 0.0001 par value, 15,404 shares designated; 12,656 shares issued and outstanding as of September 30, 2024 and December 31, 2023 — — Common stock, $ 0.0001 par value, 30,000,000 shares authorized; 3,452,652 and 702,662 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively — — Additional paid-in capital 299,550 296,902 Accumulated deficit ( 286,724 ) ( 275,709 ) Total stockholders' equity 12,826 21,193 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 26,745 $ 30,736 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 September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Revenue $ 96 $ 133 $ 271 $ 314 Cost of revenues 10 6 31 23 Gross profit 86 127 240 291 Operating expenses Loss on impairment of goodwill — — — 60,934 Selling, general and administrative 2,882 2,745 8,251 14,393 Research and development 63 112 181 486 Total operating expenses 2,945 2,857 8,432 75,813 Operating loss ( 2,859 ) ( 2,730 ) ( 8,192 ) ( 75,522 ) Other income (expense), net Interest income 7 87 47 293 Interest expense ( 32 ) — ( 40 ) ( 18 ) Other expense, net ( 3 ) — ( 7 ) 11 Change in fair value of royalties payable ( 1,233 ) 716 ( 2,823 ) 5,333 Total other income (expense), net ( 1,261 ) 803 ( 2,823 ) 5,619 Net loss $ ( 4,120 ) $ ( 1,927 ) $ ( 11,015 ) $ ( 69,903 ) Deemed dividend - warrant inducement offer — — — ( 800 ) Net loss attributable to common stockholders $ ( 4,120 ) $ ( 1,927 ) $ ( 11,015 ) $ ( 70,703 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 2.01 ) $ ( 2.83 ) $ ( 9.28 ) $ ( 141.96 ) Weighted average common shares used in computing net loss per share, basic and diluted 2,050,947 680,596 1,187,100 498,054 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) Series A Convertible Preferred Stock Series X Convertible Preferred Stock Common Stock Additional Paid-In Accumulated Total Stockholders' Shares Amount Shares Amount Shares Amount Capital Deficit Equity Balance at December 31, 2023 4,578 $ — 12,656 $ — 702,662 $ — $ 296,902 $ ( 275,709 ) $ 21,193 Stock-based compensation — — — — — — 6 — 6 Conversion of Series A Convertible Preferred Stock ( 875 ) — — — 54,678 — — — — Net loss — — — — — — — ( 2,675 ) ( 2,675 ) Balance at March 31, 2024 3,703 — 12,656 — 757,340 — 296,908 ( 278,384 ) 18,524 Stock-based compensation — — — — — — 13 — 13 Net loss — — — — — — — ( 4,220 ) ( 4,220 ) Balance at June 30, 2024 3,703 $ — 12,656 $ — 757,340 $ — $ 296,921 $ ( 282,604 ) $ 14,317 Issuance of common stock and other equity-classified contracts from September 2024 Public Offering, net of issuance costs — — — — 805,900 — 2,612 — 2,612 Issuance of common stock upon exercise of Pre-Funded Warrants (see Note 13) — — — — 1,658,000 — — — — Conversion of Series A Convertible Preferred Stock ( 3,703 ) — — — 231,412 — — — — Stock-based compensation — — — — — — 17 — 17 Net loss — — — — — — — ( 4,120 ) ( 4,120 ) Balance at September 30, 2024 — $ — 12,656 $ — 3,452,652 $ — $ 299,550 $ ( 286,724 ) $ 12,826 Series A Convertible Preferred Stock Series X Convertible Preferred Stock Common Stock Additional Paid-In Accumulated Total Stockholders' Shares Amount Shares Amount Shares Amount Capital Deficit Equity Balance at December 31, 2022 — $ — — $ — 216,127 $ — $ 214,397 $ ( 205,137 ) $ 9,260 Common stock issued upon the exercise of options — — — — 30,175 — 179 — 179 Restricted stock awards cancelled — — — — ( 36 ) — — — — Stock-based compensation — — — — — — 1,394 — 1,394 Issuance of Series X Convertible Preferred Stock in merger — — 14,650 — — — 82,925 — 82,925 Conversion of Series X Convertible Preferred Stock — — ( 1,975 ) — 197,491 — — — — Issuance of Series A Convertible Preferred Stock in connection with private placement, net 7,203 — — — 49,791 — 7,360 — 7,360 Warrants exercised (see Note 13) — — — — 33,161 — 1,145 — 1,145 Net loss — — — — — — — ( 66,400 ) ( 66,400 ) Balance at March 31, 2023 7,203 — 12,675 — 526,709 — 307,400 ( 271,537 ) 35,863 Common stock issued upon the exercise of options — — — — 10,058 — 59 — 59 Adjustment of fair value of Series X Convertible Preferred Stock in merger — — — — — — ( 10,381 ) — ( 10,381 ) Adjustment of fair value of stock-based compensation related to merger — — — — — — ( 174 ) — ( 174 ) Net loss — — — — — — — ( 1,576 ) ( 1,576 ) Balance at June 30, 2023 7,203 — 12,675 — 536,767 — 296,904 ( 273,113 ) 23,791 Stock-based compensation — — — — — — 2 — 2 Conversion of Series A Convertible Preferred Stock ( 2,625 ) — — — 164,033 1 — — 1 Net loss — — — — — — — ( 1,927 ) ( 1,927 ) Balance at September 30, 2023 4,578 $ — 12,675 $ — 700,800 $ 1 $ 296,906 $ ( 275,040 ) $ 21,867 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 Nine Months Ended September 30, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 11,015 ) $ ( 69,903 ) Adjustments to reconcile net loss to net cash used in operating activities: Loss on impairment of goodwill — 60,934 Depreciation and amortization 1,578 1,558 Stock-based compensation 36 1,222 Change in fair value of royalties payable 2,823 ( 5,333 ) Changes in operating assets and liabilities: Accounts receivable 30 25 Inventories ( 7 ) ( 12 ) Prepaid expenses and other assets 108 913 Operating lease right-of-use assets and lease liabilities ( 1 ) 5 Current portion of royalties payable 17 — Accounts payable 244 ( 849 ) Accrued expenses ( 236 ) ( 7,092 ) Interest payable to related parties 16 ( 198 ) Net cash used in operating activities ( 6,407 ) ( 18,730 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment ( 67 ) ( 58 ) Cash acquired as part of business combination — 15 Net cash used in investing activities ( 67 ) ( 43 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock and warrants — 238 Proceeds from issuance of common stock and other equity-classified contracts from the September 2024 Public Offering, net of issuance costs 2,612 — Proceeds from notes payable due to related parties 1,500 — Payment on note payable ( 184 ) Proceeds from note payable 249 — Proceeds from exercise of warrants — 1,326 Payments of costs related to the warrant repricing — ( 181 ) Payments of convertible promissory notes and accrued interest — ( 250 ) Proceeds from the private placement of securities — 8,000 Payments of offering costs related to the private placement of securities — ( 640 ) Net cash provided by financing activities 4,177 8,493 NET CHANGE IN CASH AND CASH EQUIVALENTS ( 2,297 ) ( 10,280 ) CASH AND CASH EQUIVALENTS, beginning of period 3,565 15,859 CASH AND CASH EQUIVALENTS, end of period $ 1,268 $ 5,579 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash payments for interest $ 25 $ 198 SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES Non-cash consideration for Catheter acquisition $ — $ 72,544 Property and equipment reclassified from inventories $ 19 $ — Conversion of Series A Convertible Preferred Stock for common stock $ — $ 1 See accompanying notes to unaudited condensed consolidated financial statements. 6 Table of Contents CATHETER PRECISION, INC. Notes to Condensed Consolidated Financial Statements (in thousands, except per share data) (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. Catheter was initially formed to develop, commercialize and market its advanced excimer laser-based platform for use in the treatment of vascular and dermatological immune-mediated inflammatory diseases. On January 9, 2023, Catheter entered into the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") with Catheter Precision, Inc. (“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"). Prior to the Merger, Catheter developed an advanced excimer laser-based platform for use in the treatment of vascular immune-mediated inflammatory diseases designed to be used as a tool in the treatment of Peripheral Artery Disease, which commonly occurs in the legs. After the Merger, and looking forward, this legacy Destruction of Arteriosclerotic Blockages by laser Radiation Ablation laser and single-use catheter (together referred to as "DABRA") and related assets were no longer used. The Company ceased operations and marketing with respect to DABRA, and Catheter’s legacy lines of business were discontinued. Instead, the Company shifted the focus of its operations to Old Catheter’s product lines. Accordingly, the Company’s current activities primarily relate to Old Catheter’s historical business, which comprises the design, manufacture and sale of new and innovative medical technologies focused in the field of cardiac electrophysiology (“EP”). One of the Company’s two primary products is the VIVO System, which is an acronym for View into Ventricular Onset (“VIVO” or “VIVO System”). VIVO is a non-invasive imaging system that offers 3D cardiac mapping to help with localizing the sites of origin of idiopathic ventricular arrhythmias in patients with structurally normal hearts prior to EP procedures. The VIVO System is commercially available in the European Union and has been placed at several hospitals in Europe. United States Food and Drug Administration ("FDA") 510(k) clearance was received, and the Company began a limited commercial release of VIVO in 2021 in the United States. The Company’s newest product, LockeT ® (“LockeT”), is a suture retention device indicated for wound healing by distributing suture tension over a larger area in the patient in conjunction with a figure of eight suture closure and is intended to temporarily secure sutures and aid clinicians in locating and removing sutures efficiently. In addition, LockeT is a sterile, Class I product that was registered with the FDA in February 2023, at which time initial shipments began to distributors. 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, earlier ambulation, potentially leading to early hospital discharge, and cost benefits. This information is intended to provide crucial data for marketing. The Company’s product portfolio also includes the Amigo ® Remote Catheter System (the "AMIGO" or "AMIGO System"), a robotic arm that serves as a catheter control device. Prior to 2018, Old Catheter marketed Amigo. The Company owns the intellectual property related to Amigo, and this product is under consideration for future research and development of a generation 2 product. 7 Table of Contents Reverse Stock Split On July 3, 2024, at the annual meeting of stockholders of the Company, the stockholders approved an amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Amendment”), which included a decrease in the authorized common stock and authorization for the Board, in its discretion, to effect a reverse stock split within specified parameters. The Amendment was effective July 15, 2024, reducing the authorized common stock to 30 million shares and effecting a reverse stock split in which each ten ( 10 ) shares of the Company’s common stock, par value $ 0.0001 per share, issued and outstanding immediately prior to the effective time, automatically combined into 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 this Reverse Stock Split. All rights to receive shares of common stock under outstanding securities, including but not limited to, warrants and options were adjusted to give effect to the reverse stock split. Furthermore, proportionate adjustments were made to the per share exercise price and the number of shares of Common Stock that may be purchased upon exercise of outstanding warrants and stock options granted by the Company, and the number of shares of Common Stock reserved for future issuance under the Company’s Equity Incentive Plan. Going Concern The 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 the outcome of this uncertainty. The Company has incurred recurring net losses from operations and negative cash flows from operating activities since inception. As of September 30, 2024, the Company had cash and cash equivalents of approximately $ 1.3 million. For the nine months ended September 30, 2024, the Company used $ 6.4 million in cash for operating activities. As of September 30, 2024, the Company had an accumulated deficit of approximately $ 287 million. Management expects operating losses and negative cash flows to continue for the foreseeable future as the Company invests in its commercial capabilities. These negative cash flows and additional costs associated with the Merger paid during the year ended December 31, 2023, have substantially depleted the Company’s cash. Following the Merger with Old Catheter, Management further reduced costs while assuming the operating costs of Old Catheter. Management will continue to monitor its operating costs and seek to reduce its current liabilities. Such actions may impair its ability to proceed with certain strategic activities. From May to July 2024, the Company issued five short-term promissory notes with related parties totaling $ 1.5 million with an 8 % interest rate and a maturity date of August 30, 2024 (the “Related Party Notes”). On August 23, 2024, the Company amended the Related Party Notes to extend the maturity date to January 31, 2026. As part of the amendment, all interest accrued as of the amendment date was repaid to the noteholders and the contractual interest rate increased to 12% per annum as of the amendment date. See Note 9, Notes Payable for additional information. On August 30, 2024, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc. as representative (the “Representative”) of the underwriters named in the Underwriter Agreement (the “Underwriters”). Pursuant to the Underwriting Agreement, the Company completed a public offering of its securities on September 3, 2024 (the “September 2024 Public Offering”) and sold an aggregate of (i) 805,900 Common Stock Units and (ii) 2,773,000 Pre-Funded Units. The Company collected gross proceeds of approximately $ 3.6 million before deducting underwriting discounts, commissions, and offering expenses payable by the Company of $ 1.0 million. See Note 13, Equity Offerings for additional information. 8 Table of Contents On October 24, 2024, the Company entered into Warrant Inducement Offer Letters (the “2024 Inducement Offer”) with certain holders of the Company’s existing warrants. Following the closing of the 2024 Inducement Offer, such warrant holders immediately exercised up to an aggregate of (i) 33,160.8 Series E Warrants, (ii) 499,909.34 Series F Warrants, (iii) 499,909.34 Series G Warrants, (iv) 1,990,000 Series H Warrants, and (v) 2,325,000 Series I Warrants (collectively the “Existing Warrants”) to purchase up to approximately 5.3 million shares of the Company’s Common Stock at a reduced exercise price of $0.70 per share. In consideration for the immediate exercise of the Existing Warrants for cash, the Company agreed to issue unregistered new Series K Common Stock Purchase Warrants (“Series K Warrants”) to purchase up to 10.7 million shares of common stock. The Company expects to receive aggregate gross proceeds of approximately $3.7 million in cash from the exercise of these warrants pursuant to the 2024 Inducement Offer, prior to deducting placement agent fees and offering expense of $0.4 million. As of the date of the 2024 Inducement Offer, 578,900 Series H and 1,078,900 Series I warrants remained unexercised. As additional consideration, the Company issued placement agent warrants to purchase up to 320,879 shares of common stock on the same terms as the Series K warrants, except the exercise price is $1.085 per share and have a termination date of October 28, 2029 . Management estimates that based on the Company’s liquidity resources, there is substantial doubt about the Company’s ability to continue as a going concern within 12 months from the date of issuance of the unaudited condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of the Company continuing to operate in the normal course of business and do not reflect any adjustments to the assets and liabilities related to the substantial doubt of its ability to continue as a going concern. Management’s ability to continue as a going concern is dependent upon its ability to raise additional funding. Management plans to raise additional capital through public or private equity or debt financings to fulfill its operating and capital requirements for at least 12 months from the date of the issuance of the 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 and Old Catheter. 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"). 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, 2023, as filed with the Securities and Exchange Commission (“SEC”) on April 1, 2024. 9 Table of Contents 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 may differ materially from those estimates. The Company’s unaudited condensed consolidated financial statements are based upon a number of estimates including, but not limited to, the accounting for the Old Catheter business combination (see Note 3, Business Combination), allowance for credit losses, evaluation of impairment of long-lived assets and goodwill, valuation of long-lived assets and their associated estimated useful lives, reserves for warranty costs, fair value of royalties payable, evaluation of probable loss contingencies, fair value of preferred stock and warrants issued, and the fair value of equity awards granted. Concentrations of Credit Risk The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash equivalents represent short-term, highly liquid investments with maturities of 90 days or less at the date of purchase. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company 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 financial statements. The Company does not require collateral from its customers to secure accounts receivable. The Company had three and five customers that represented 90 % and 86 % of the Company's consolidated revenue for the three and nine months ended September 30, 2024, respectively; and three and four customers that represented 71 % and 73 % of the Company's consolidated revenue for the three and nine months ended September 30, 2023, respectively. Reclassifications Certain prior year financial statement amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. Segment Reporting The Company’s Board of Directors and executive management team represents the entity’s chief operating decision makers. To date, the Company’s executive management team has viewed the Company’s operations as one segment that includes the marketing, sales, and development of medical technologies in the field of cardiac electrophysiology. As a result, the financial information disclosed materially represents all of the financial information related to the Company’s sole operating segment. 10 Table of Contents Cash and Cash Equivalents Cash equivalents primarily represent funds invested in readily available checking and money market accounts. The Company maintains deposits in financial institutions in excess of federally insured limits of $250,000, in the amount of $987 thousand at September 30, 2024. Fair Value Measurements Fair value represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants and is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to identify inputs used in measuring fair value as follows: Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; Level 2 - Inputs other than the quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. Cash equivalents, prepaid expenses, trade accounts receivable, accounts payable, and accrued expenses are reported on the condensed consolidated balance sheets at carrying value which approximates fair value due to the short-term maturities of these instruments. The following table details the fair value measurements within the fair value hierarchy of the Company’s financial instruments: Fair value at September 30, 2024 Total Level 1 Level 2 Level 3 Assets: Cash Equivalents Mutual Funds $ 1,237 $ 1,237 $ — $ — Money Market Funds 18 18 — — Total assets $ 1,255 $ 1,255 $ — $ — Liabilities Royalties payable $ 9,797 $ — $ — $ 9,797 Total liabilities $ 9,797 $ — $ — $ 9,797 Fair value at December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Cash Equivalents Mutual Funds $ 3,397 $ 3,397 $ — $ — Money Market Funds 10 10 — — Total assets $ 3,407 $ 3,407 $ — $ — Liabilities Royalties payable $ 6,974 $ — $ — $ 6,974 Total liabilities $ 6,974 $ — $ — $ 6,974 11 Table of Contents The royalties payable have significant unobservable inputs that are not supported by any market data. As such, the Company developed its own assumptions and identified the inputs as Level 3. The revenue adjusted discount rate (“RADR”) was calculated using a weighted average cost of capital (“WACC”) approach for the measurement of the Level 3 liability. The RADR considers the WACC from the Company’s impairment analysis and adjusts certain inputs to represent the risk profile of the revenue. Under the cost of equity section, the risk-free rate has changed to be commensurate with the royalties payable term. Additionally, the Beta and Company Specific Risk Premium have been adjusted to Revenue Beta and Revenue Specific Risk Premium, respectively. This adjustment was calculated by multiplying the respective metric by the quotient of equity volatility over revenue volatility. The remaining inputs from the Impairment WACC have remained unchanged. The following table summarizes the significant unobservable inputs used in the fair value measurement of Level 3 instruments as of September 30, 2024 and December 31, 2023: September 30, 2024 Instrument Valuation Technique Unobservable Input Input Range Royalties Payable Discounted future cash flows Revenue adjusted discount rate 20 % December 31, 2023 Instrument Valuation Technique Unobservable Input Input Range Royalties Payable Discounted future cash flows Revenue adjusted discount rate 28 % Increases or decreases in the fair value of the royalties payable can result from updates to assumptions, such as changes in discount rates, project cash flows, among other 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. Accounts Receivable and Allowances for Credit Losses Under the Current Expected Credit Loss ("CECL") impairment model, the Company develops and documents its allowance for credit losses on its trade receivables based on three portfolio segments: Hospitals - United States, Hospitals - Europe, and Distributors. The determination of portfolio segments is based primarily on the customers’ industry and geographical location. 12 Table of Contents Trade accounts receivable are recorded at invoiced amounts, net of allowance for credit losses, if applicable, and are unsecured and do not bear interest. The allowance for credit losses is based on the probability of future collection under the CECL impairment model in which the Company determines its estimated loss rates based on an aging schedule. The Company also considers reasonable and supportable current information in determining its estimated loss rates, such as external forecasts, macroeconomic trends or other factors, including customers’ credit risk and historical loss experience. The adequacy of the allowance is evaluated on a regular basis. Trade account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries are credited to the allowance for credit losses, if any. Changes in the allowance are recorded as adjustments to bad debt expense in the period incurred. The allowance for credit losses within trade accounts receivable was not material as of September 30, 2024 and December 31, 2023. 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 and 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 Leasehold improvements are depreciated over the shorter of the useful life of the leasehold improvement or the term of the underlying property’s lease. The Company periodically reviews the residual values and estimated useful lives of each class of its property and equipment for ongoing reasonableness, considering long-term views on its intended use of each class of property and equipment and the planned level of improvements to maintain and enhance assets within those classes. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the account balances and any resulting gain or loss is recognized in income for the period. The cost of repairs and maintenance is expensed as incurred, whereas significant betterments are capitalized. Impairment of Long-Lived Assets In accordance with ASC 360, Impairment and Disposals of Long-lived Assets , the Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value of the long-lived assets may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss equal to the excess of the assets carrying value over its fair value is recorded in the Company’s consolidated statements of operations at that date. 13 Table of Contents The Company concluded there was no impairment as of September 30, 2024. Goodwill In accordance with ASC 350, Intangibles – Goodwill and Other , goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of net assets acquired. Goodwill, which represents the excess of purchase price of Old Catheter over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. The Company reviews goodwill for possible impairment annually during the fourth quarter, or whenever events or circumstances indicate that the carrying amount may not be recoverable. To determine whether goodwill is impaired, annually or more frequently if needed, the Company performs a multi-step impairment test. The Company first has the option to assess qualitative factors to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. When performing quantitative testing, the Company first estimates the fair values of its reporting units using a combination of an income and market approach. To determine fair values, the Company is required to make assumptions about a wide variety of internal and external factors. Significant assumptions used in the impairment analysis include financial projections of free cash flow (including significant assumptions about operations, including the rate of future revenue growth, capital requirements, and income taxes), long-term growth rates for determining terminal value and discount rates. Comparative market multiples are used to corroborate the results of the discounted cash flow test. These assumptions require significant judgment. Pursuant to ASU 2017-04, Simplifying the Test for Goodwill Impairment , the single step is to determine the estimated fair value of the reporting unit and compare it to the carrying value of the reporting unit, including goodwill. To the extent the carrying amount of goodwill exceeds the implied goodwill, the difference is the amount of the goodwill impairment. The majority of the inputs used in the discounted cash flow model are unobservable and thus are considered to be Level 3 inputs. The inputs for the market capitalization calculation are considered Level 1 inputs. There were impairment charges of $ 60.9 million recognized during the nine months ended September 30, 2023 (see Note 3, Business Combination and Note 7, Goodwill for additional details). As of December 31, 2023, goodwill was fully impaired. Royalties Payable The Company is obligated to pay royalties under various royalty agreements executed by Old Catheter. 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, 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. The Company will pay to the Noteholders a royalty equal to 11.82% of net sales of LockeT, commencing on the first commercial sale through December 31, 2035 (see Note 10, Royalties Payable). The Company recognizes a current liability for royalty fees incurred and payable to the Noteholders based on actual sales of LockeT devices. The liability is recorded as current portion of royalties payable in the condensed consolidated balance sheet. The Company further recognizes a liability for future, estimated royalty payments to the Noteholders at fair value, which is recorded as royalties payable in the condensed consolidated balance sheet (the “Royalties Payable”). The fair value of the Royalties Payable is an estimate that is based on the projected sales of LockeT through the end of 2035. The projected sales are then multiplied by the royalty rate of 11.82 % and discounted back to their present value using the RADR. 14 Table of Contents At each reporting date, the fair value of the Royalty Payable is re-measured in connection with any changes to Management’s projections as a change in estimate. Product Warranty The Company offers product warranties against defects in material and workmanship when properly the products are used for their intended purpose and properly maintained. Warranty expenses are included in cost of revenues in the accompanying unaudited condensed consolidated statements of operations. Changes in estimates to previously established warranty accruals result from current period updates to assumptions regarding repair and product recall costs and are included in current period warranty expense. As of September 30, 2024 and December 31, 2023, there was no accrued warranty balance. Distinguishing Liabilities from Equity The Company evaluates equity or liability classification for freestanding financial instruments, including convertible preferred stock, warrants, and options, pursuant to the guidance under ASC Topic 480 , Distinguishing Liabilities from Equity (“ASC 480”). The Company classifies as liabilities all freestanding financial instruments that are (i) mandatorily redeemable, (ii) represent an obligation to repurchase the Company’s equity shares by transferring assets, or (iii) represent an unconditional obligation (or conditional obligation if the financial instrument is not an outstanding share) to issue a variable number of shares predominantly based on a fixed monetary amount, variations in something other than the fair value of the Company’s equity shares, or variations inversely related to changes in fair value of the Company’s equity shares. If a freestanding financial instrument does not represent an outstanding equity share and does not meet liability classification under ASC 480, the Company then assesses whether the freestanding financial instrument is indexed to its own stock and meets equity classification pursuant to ASC 815-40, Derivatives and Hedging (“ASC 815”). The Company further assesses whether the freestanding financial instruments should be classified as temporary equity. Freestanding financial instruments that are redeemable for cash or other assets at a fixed or determinable date, at the option of the holder, or upon the occurrence of an event are classified in temporary equity in accordance with ASC 480. Otherwise, the freestanding financial instruments is classified in permanent equity. Revenue Recognition In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company accounts for a contract with a customer 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. Revenue is recognized when performance obligations in the customer contract are satisfied. This generally occurs when the customer obtains control of a promised good at a point in time or when a customer receives a promised service over time. Pursuant to ASC 606, the Company applies the following five steps to each customer contract: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price in the contract Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the Company satisfies a performance obligation 15 Table of Contents 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 terms for 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 after physical possession and control of the VIVO System is transferred to the customer and recognizes revenue upon delivery. The timing of payment for the corresponding invoices is dependent upon the credit terms identified in each contract. The Company invoices customers who pay for software upgrades in advance in conjunction with the invoice for the delivery of the VIVO System, and subsequent renewals of software upgrades are invoiced at the inception of the term. Revenue for these stand-ready services is recognized evenly over the term of the upgrade period, consistently with similar stand-ready services under ASC 606. Similar to the delivery of the VIVO System, the timing of payment for the corresponding invoices is dependent upon the credit terms identified in each contract. Revenue is recognized at the point in time that the product is delivered to the customer. LockeT LockeT was launched by the Company in February 2023 and is a suture retention device indicated for wound healing by distributing suture tension over a larger area in the patient in conjunction with a figure of eight suture closure. LockeT is intended to temporarily secure sutures and aid clinicians in locating and removing sutures efficiently. The LockeT device represents a performance obligation in the customer contract. The Company recognizes revenue when it transfers control of the LockeT device to the customer, which happens when the Company delivers the product to the customer. For both LockeT and VIVO System, the Company has elected the practical expedient to expense costs incurred to obtain a contract, rather than recognizing these costs as an asset at the time of occurrence. 16 Table of Contents Disaggregation of Revenue The following table summarizes disaggregated product sales by geographic area (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Product Sales US $ 62 $ 110 $ 129 $ 241 Europe 34 23 142 73 $ 96 $ 133 $ 271 $ 314 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. Advertising costs were $ 31 thousand and $ 127 thousand during the three and nine months ended September 30, 2024, respectively. Advertising costs were $ 309 thousand and $ 914 thousand during the three and nine months ended September 30, 2023, respectively. Patents The Company expenses patent costs, including related legal costs, as incurred and records such costs as selling, general and administrative expenses in the accompanying 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 records 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 the guidance under ASC Topic 718 , Compensation – Stock Compensation (“ASC 718”). The Company evaluates whether an award should be classified and accounted for as a liability award or equity award for all stock-based compensation awards granted. Stock-based compensation expense for stock options is measured at the grant date based on the estimated fair value of the award using the Black-Scholes option pricing valuation model (“Black-Scholes model”), which incorporates various assumptions, including expected term, volatility and risk-free interest rate. Stock-based compensation expense for stock options is recognized on a straight-line basis over the requisite service period of the award, which is generally the vesting period of the respective award. Share-based compensation for an award 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. 17 Table of Contents As a result of the Merger, all unvested Old Catheter stock options were subject to accelerated vesting and became fully vested as of the closing date of the business combination. The Company recognized the fair value of the replacement options as included in consideration transferred to the extent they do not exceed the fair value of the equivalent Old Catheter options. Any incremental fair value was recognized in compensation expense in the post-combination period, with this recognized as a Day 1 expense due to the Old Catheter options becoming fully vested concurrent with the closing of the business combination. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining whether it is more likely than not that the position will be sustained on an audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. An uncertain tax position is considered effectively settled on completion of an examination by a taxing authority if certain other conditions are satisfied. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense and other expense, respectively. Basic and Diluted Net Loss per Share of Common Stock Earnings per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines earnings per share for the holders of the Company’s common shares and participating securities. The Company’s Series A Convertible Preferred Stock, Series X Convertible Preferred Stock, and outstanding warrants contain participating rights in distributions made to common stockholders and, therefore, are participating securities. The Company did not declare nor pay any dividends nor distributions in the current period. Furthermore, the participating securities do not include a contractual obligation to share in the losses of the Company and are not included in the calculation of net loss per share in the periods that have a net loss. In addition, common stock equivalent shares (whether or not participating) are excluded from the computation of diluted earnings per share in periods in which they have an anti-dilutive effect on net loss per common share. Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method and treasury stock method, as applicable. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Diluted net loss per share is equivalent to basic net loss per share for the periods presented herein because common stock equivalent shares from warrants, stock options, non-vested restricted stock awards, restricted stock units, Series A Convertible Preferred Stock, and Series X Convertible Preferred Stock were antidilutive (see Note 12, Net Loss per Share). 18 Table of Contents Net loss attributable to common stockholders consists of net income or loss, as adjusted for actual and deemed dividends declared. The Company recorded a deemed dividend for the modification of existing warrants and issuance of new warrants during the three and nine months ended September 30, 2023 of $ 0 and $ 0.8 million, respectively. The deemed dividend is added to the net loss in determining the net loss available to common stockholders for the three and nine months ended September 30, 2023. There was no deemed dividend for the three and nine months ended September 30, 2024. Recently Announced Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The amendments in ASU 2023-07 require disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. The amendments in this update also expand the interim segment disclosure requirements. These amendments do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis. The Company is currently reviewing the impact that the adoption of ASU 2023-07 may have on our consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is required to adopt this standard prospectively in fiscal year 2025 for the annual reporting period ending December 31, 2025. The Company does not believe the impact of the new guidance and related codification improvements will have material impact to its financial position, results of operations and cash flows. Note 3. Business Combination On January 9, 2023, the Company completed the acquisition of Old Catheter for the purpose of acquiring Old Catheter’s existing and developing product lines based on unique electrophysiology technology. Pursuant to the Merger Agreement, all Old Catheter common stock shares issued and outstanding and convertible promissory notes, representing an aggregate principal of $ 25.2 million, were converted into a right to receive 14,649 .592 shares of a new class of the Company’s preferred stock, designated Series X Convertible Preferred Stock. Additionally, all outstanding stock options to purchase Old Catheter common stock were assumed and converted into options to purchase approximately 75,367 shares of the Company's common stock. The total purchase consideration for the Merger was $ 72.5 million which represents the sum of the (i) estimated fair value of the 14,649 .592 Series X Convertible Preferred Stock issued and (ii) the portion of the estimated fair value of $ 3.4 million representing the Company stock options issued in replacement of Old Catheter share-based payment awards as required under FASB Topic 805, Business Combinations ("Topic 805") . The fair value of the Series X Convertible Preferred Stock includes certain discounts applied to the closing stock price of the Company, on January 9, 2023, of $ 60.90 per share. 19 Table of Contents The following table summarizes the fair value of the consideration associated with the Merger ($ in thousands): Description Fair Value as of January 9, 2023 Fair value of 14,649.592 Series X convertible preferred stock issued $ 69,140 Fair value of Old Catheter’s fully vested stock options 3,404 Total Purchase Price $ 72,544 The Merger was accounted for as a business combination in accordance with Topic 805, and the Company has been determined to be the accounting acquirer. The Company allocated the purchase price to the assets acquired and liabilities assumed at fair value. The purchase price allocation reflects various fair value estimates and analyses, including certain tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, liabilities assumed, and goodwill, which were subject to change within the measurement period as valuations were being finalized (generally one year from the acquisition date). Measurement period adjustments were recorded in the reporting period in which the estimates are finalized, and adjustment amounts were determined. During the three months ended June 30, 2023, the Company recorded measurement period adjustments based on changes to certain estimates and assumptions and their related impact to the purchase price allocation. Developed technology was revised from $ 35.1 million to $ 27.0 million; trademarks were revised from $ 1.7 million to $ 1.3 million; customer relationships were revised from $ 220 thousand to $ 62 thousand; goodwill was revised from $ 56.0 million to $ 60.9 million; and royalties payable were revised from $ 7.6 million to $ 14.2 million. 20 Table of Contents The following table summarizes the final purchase price allocations relating to the Merger (in thousands): Description Fair Value Assets acquired: Cash and cash equivalents $ 15 Accounts receivable 71 Inventories 52 Prepaid expenses and other current assets 23 Property and equipment, net 26 Lease right-of-use assets 119 Other assets 8 Developed technology 27,014 Customer relationships 62 Trademarks 1,285 Goodwill 60,934 Total assets acquired $ 89,609 Liabilities assumed: Accounts payable $ 922 Accrued expenses 1,389 Lease liability 124 Interest payable 198 Convertible promissory notes 250 Royalties payable 14,182 Total liabilities assumed 17,065 Total purchase price $ 72,544 All intangible assets acquired are subject to amortization and their associated acquisition date fair values and useful lives are as follows: Intangible Assets Fair Value Useful Life Developed technology- VIVO $ 8,244 15 Developed technology- LockeT 18,770 14 Customer relationships 62 6 Trademark- VIVO 876 9 Trademark- LockeT 409 9 $ 28,361 Notwithstanding the above, as described in Note 7, management determined that there were indicators of asset impairment during the nine months ended September 30, 2023, and assessed the carrying values of the Company’s intangible assets and goodwill. As a result of the impairment analysis in prior periods, the Company recorded an impairment charge of $ 60.9 million for the nine months ended September 30, 2023. This amount represented the purchase price amount ascribed to goodwill. 21 Table of Contents Transaction costs incurred in connection with this business combination amounted to approximately $ 0 and $ 1.7 million during the three and nine months ended September 30, 2023, respectively. Pro Forma Financial Information The following table represents the revenue, net loss and net loss per share effect of the acquired company, as reported on a pro forma basis as if the acquisition occurred on January 1, 2023. These pro forma results are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the first day of the period presented, nor does the pro forma financial information purport to represent the results of operations for future periods. The following information for the three and nine months ended September 30, 2023 is presented in thousands except for the per share data (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2023 2023 Revenues $ 133 $ 317 Net loss $ ( 1,927 ) $ ( 70,073 ) Net loss attributable to common stockholders $ ( 1,927 ) $ ( 70,873 ) Basic and diluted net loss per share – on a pro forma basis $ ( 0.28 ) $ ( 14.07 ) Note 4. Inventories Inventories consisted of the following (in thousands): September 30, 2024 December 31, 2023 Raw materials $ 4 $ 27 Finished goods 28 17 Inventories $ 32 $ 44 There were no charges for inventory obsolescence or allowance recorded during the three and nine months ended September 30, 2024 and 2023. Note 5. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): September 30, 2024 December 31, 2023 Machinery and equipment $ 29 $ 16 Computer hardware and software 29 17 LockeT Animation Video 29 — VIVO DEMO/Clinical Systems 101 69 Property and equipment, gross 188 102 Accumulated depreciation ( 77 ) ( 32 ) Property and equipment, net $ 111 $ 70 22 Table of Contents Depreciation expense was $ 19 thousand and $ 45 thousand for the three and nine months ended September 30, 2024, respectively. Depreciation expense was $ 9 thousand and $ 26 thousand for the three and nine months ended September 30, 2023, respectively. Note 6. Intangible Assets The following table summarizes the Company’s intangible assets as of September 30, 2024 (in thousands): Estimated Useful Life in Years Gross Carrying Amount at January 9, 2024 Accumulated Amortization Net Book Value at September 30, 2024 Developed technology ‐ VIVO 15 $ 8,244 $ ( 962 ) $ 7,282 Developed technology ‐ LockeT 14 18,770 ( 2,347 ) 16,423 Customer relationships 6 62 ( 18 ) 44 Trademarks/trade names ‐ VIVO 9 876 ( 170 ) 706 Trademarks/trade names ‐ LockeT 9 409 ( 79 ) 330 $ 28,361 $ ( 3,576 ) $ 24,785 The following table summarizes the Company’s intangible assets as of December 31, 2023 (in thousands): Estimated Useful Life in Years Gross Carrying Amount at January 9, 2023 Accumulated Amortization Net Book Value at December 31, 2023 Developed technology ‐ VIVO 15 $ 8,244 $ ( 550 ) $ 7,694 Developed technology ‐ LockeT 14 18,770 ( 1,341 ) 17,429 Customer relationships 6 62 ( 10 ) 52 Trademarks/trade names ‐ VIVO 9 876 ( 97 ) 779 Trademarks/trade names ‐ LockeT 9 409 ( 45 ) 364 $ 28,361 $ ( 2,043 ) $ 26,318 The estimated future amortization expense for the next five years and thereafter is as follows (in thousands): Years ending December 31, Future Amortization Expense Remainder of 2024 $ 510 2025 2,043 2026 2,043 2027 2,043 2028 2,043 Thereafter 16,103 Total $ 24,785 The Company uses the straight-line method to determine the amortization expense for its definite lived intangible assets. Amortization expense, included within selling, general and administrative expenses, relating to the Company's intangible assets was $ 0.5 million and $ 1.5 million for the three and nine months ended September 30, 2024 and 2023, respectively. 23 Table of Contents The weighted average remaining amortization period for the Company’s intangible assets as of September 30, 2024, is 12.32 years. Note 7. Goodwill In connection with the Merger, the excess of the purchase price over the estimated fair value of the net assets assumed of $ 60.9 million was recognized as goodwill. The Merger was accounted for as a business combination in accordance with Topic 805, and the Company has been determined to be the accounting acquirer. The Company allocated the purchase price to the assets acquired and liabilities assumed at fair value. During the three months ended June 30, 2023, the Company recorded measurement period adjustments based on changes to certain estimates and assumptions and their related impact to the purchase price allocation. As a result, goodwill was revised from $ 56.0 million to $ 60.9 million. The Company tests Goodwill for impairment at the reporting unit level annually in the fourth quarter or more frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists. Due to a sustained decrease in the Company’s share price during the quarter ended March 31, 2023, the Company concluded that, in accordance with ASC 350, a triggering event occurred indicating that potential impairment exists and required the Company to assess if impairment exists as of March 31, 2023. In accordance with ASC 350, the Company performed a quantitative goodwill impairment test, which resulted in the carrying amount of the reporting unit exceeding the estimated fair value of the reporting unit, indicating that the goodwill of the reporting unit was impaired. The Company utilized a combination of an income and market approach to assess the fair value of the reporting unit. The income approach considered the discounted cash flow model, considering projected future cash flows (including timing and profitability), discount rate reflecting the risk inherent in future cash flows, perpetual growth rate, and projected future economic and market conditions. The guideline public company market approach considered marketplace earnings multiples from within a peer public company group. As of December 31, 2023, cumulative goodwill impairment charges of $ 60.9 million were incurred related to the Company’s single reporting unit and no goodwill remains as of this date. Note 8. Accrued Expenses Accrued expenses consisted of the following (in thousands): September 30, 2024 December 31, 2023 Legal expenses $ 60 $ 102 Offering costs 1,356 1,356 Compensation and related benefits 33 43 Other accrued expenses 48 232 Accrued expenses $ 1,497 $ 1,733 The product warranty accrual related to the voluntary recall of DABRA catheters was initiated in September 2019. The recall was closed by the FDA in July 2023 and no claims have been submitted in approximately 2 years. As such, the Company derecognized the warranty liability of $ 192 thousand as of December 31, 2023. As of September 30, 2024 and December 31, 2023, the accrued warranty balance was $ 0 . 24 Table of Contents Note 9. Notes Payable Note Payable - Director & Officer Liability Insurance The Company purchased director and officer liability insurance coverage on October 16, 2023 for $ 447 thousand. A down payment of $ 157 thousand was made and the remaining balance of $ 291 thousand was financed over 8 months through a short-term financing arrangement with its insurance carrier. The interest rate on the loan is 8.990 %. Interest expense on this loan was $ 1 thousand and $ 4 thousand for the three and nine months ended September 30, 2024, respectively. The loan balance was $ 184 thousand as of December 31, 2023. The loan balance was paid off in May of 2024 and therefore there is no balance as of September 30, 2024. 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 is 9.990 %. Interest expense on this loan was $ 0 for the three and nine months ending September 30, 2024. The loan balance was $ 249 thousand as of September 30, 2024. Short Term 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, where the affiliate loaned $ 250,000 and $ 100,000 , respectively, to the Company in exchange for the 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, where the Trust loaned $ 500,000 to the Company in exchange for the note. All of these short-term promissory notes (the “Related Party Notes”) had a maturity date of August 30, 2024 , and bear interest at the rate of 8 % per annum. On August 23, 2024, the Company entered in the first amendment of the Related Party Notes, which extended the maturity date to January 31, 2026 and increased the interest rate to 12 % per annum after August 31, 2024. All 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 first amendment was accounted for as a debt modification in accordance with ASC 470-50, Debt Modifications and Extinguishment (“ASC 470-50”). Since the modified terms and conditions were not substantially different from the prior terms and conditions, the Company accounted for the debt modification as a continuation of the original debt instrument. The Company further concluded that the debt modification did not result in any adjustments to the carrying value of the Notes. The Related Party Notes and the debt evidenced thereby, 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 owing when due, material breach of representations or warranties by the Company (unless waived by the holder of the Related Party Note or cured within 10 days following notice) and/or certain events involving a discontinuation of the Company’s business or certain types of proceedings involving insolvency, bankruptcy, receivership and the like. Interest expense on the Related Party Notes was $ 33 thousand and $ 36 thousand for the three and nine months ended September 30, 2024, respectively. The balance of the Related Party Notes and accrued interest was $ 1.5 million as of September 30, 2024, $ 16 thousand of which relates to accrued interest and is recorded under interest payable to related parties on the condensed consolidated balance sheets. See Note 19, Related Parties for additional details. 25 Table of Contents Note 10 . Royalties Payable LockeT Royalty On January 9, 2023, Old Catheter entered into an agreement with the Noteholders to forgive all accrued interest and future interest expense in exchange for a future royalty right. Under these agreements, the Company is obligated to pay the Noteholders a total royalty equal to approximately 12 % of net sales of its LockeT device on a quarterly basis, commencing upon the first commercial sale through December 31, 2035. An additional royalty will be paid to the inventor of the LockeT device as detailed in the Royalty Agreement. In exchange for the assignment and all rights to LockeT, the Company will pay a 5% royalty on net sales up to $1.0 million in royalties , payable annually in arrears, starting with the year ending December 31, 2022. After $1.0 million has been paid, and if, and only if, a US patent is granted by the United States Patent and Trademark Office, the Company will continue to pay a royalty at a rate of 2 % of net sales, until total cumulative royalties of $ 10.0 million have been paid. The royalty payments will apply to revenues through December 31, 2033 , then will terminate regardless of whether the full $ 10.0 million has been paid. The LockeT device had sales during the three and nine months ended September 30, 2024, and as such the Company owes the first royalty payment in relation to the Royalty Agreement. As of September 30, 2024, the Company owes $ 17 thousand in relation to LockeT sales. 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: Royalty Percentage Until Royalty Payment Reaches a Total of 4 % $ 1,589,500 2 % $ 3,179,000 1 % In perpetuity The Company is not actively marketing and selling the AMIGO System. There was no royalty expense recorded for the three and nine months ended September 30, 2024 and 2023 in relation to the AMIGO System. The AMIGO System royalty has been earned and payment has been deferred to a future date. 26 Table of Contents The table below represents the change in fair value of Level 3 royalties payable for the nine months ended September 30, 2024 and 2023 ($ in thousands). See Note 2, Summary of Significant Accounting Policies, for valuation techniques. 2024 2023 Beginning Balance, January 1, $ 6,974 $ — AMIGO royalty payable recognized in connection with the Merger — 159 LockeT royalty payable recognized in connection with the Merger — 14,022 Payments owed on royalties payable 17 — Change in fair value of royalties payable 2,823 ( 5,333 ) Ending Balance, September 30, $ 9,814 $ 8,848 Note 11. Leases For the three and nine months ended September 30, 2024 and 2023 operating lease expense and cash paid for leases were as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Operating lease expense $ 28 $ 23 $ 80 $ 52 Cash paid for leases $ 25 $ 32 $ 78 $ 62 The Company's lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate imputed discount rate. The Company benchmarked itself against other companies with similar credit ratings and of comparable quality and derived an imputed rate, which was used in a portfolio approach to discount its real estate lease liabilities. Management used an estimated incremental borrowing rate as detailed below for each lease. Lease Terms and Discount Rate The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s operating leases, as of September 30, 2024: Weighted average remaining lease term (in years) - operating leases 1.37 Weighted average discount rate - operating leases 8.65 % 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 term of the lease began on October 1, 2022, is 38 months, and includes two months of free rent from the commencement date of the lease. The lease contains two separate 36 month renewal periods, which require 180 days’ notice of the Company's intention to exercise. As of the date of these condensed consolidated financial statements, the Company does not intend to exercise either of the two extension options. Total rent is $ 3,435 per month for the first ten months following the two months of free rent, with annual increases on the anniversary of the effective date. The Company has adopted the practical expedient under Topic 842, which permits the Company to account for each separate lease component of a contract and its associated non-lease components as a single lease payment. As a result, beginning at lease inception on October 1, 2022, the Company recognized the lease payments and associated common area maintenance payments as a single lease payment. 27 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 term of the lease is 24 months and began on January 1, 2023. The lease contains one 24 month renewal period, which requires 9 months’ notice if the Company intends to exercise. In March 2024, the Company notified the landlord of its intent to extend the lease for a 12 -month period. In April 2024, a lease extension agreement was entered into extending the lease through December 31, 2025. Total rent is $ 1,207 per month through December 31, 2024, and $ 1,267 for the remaining term of the extended lease. 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 term of the lease is for 36 months and began on May 1, 2023. The lease contains one 36 month renewal period, which requires 180 days’ notice of the Company's intention to exercise. As of the date of these unaudited condensed consolidated financial statements, the Company does not intend to exercise the extension option. Total rent is $ 3,200 per month for the first year with an annual increase of three percent per year on the anniversary of the effective date. Future lease payments for all lease obligations for the following five fiscal years and thereafter are as follows (in thousands): Years ending December 31: Operating Lease Remainder of 2024 $ 24 2025 98 2026 14 Total minimum lease payments 136 Less effects of discounting ( 1 ) Present value of future minimum lease payments $ 135 Operating lease right-of-use assets and lease liabilities for the Company's operating leases were recorded in the condensed consolidated balance sheets as follows: September 30, December 31, 2024 2023 Assets Operating lease right-of-use assets, net $ 127 $ 179 Total lease assets $ 127 $ 179 Liabilities Current liabilities: Current portion of operating lease liabilities $ 99 $ 91 Non-current liabilities: Operating lease liabilities 36 97 Total lease liabilities $ 135 $ 188 28 Table of Contents Note 12. Net Loss per Share The Company’s Series A Convertible Preferred Stock, Series X Convertible Preferred Stock and outstanding warrants to purchase common stock have participation rights to any dividends that may be declared in the future and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, no loss is allocated to the participating securities since the holders have no contractual obligation to share in the losses of the Company. Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share at September 30, 2024, consisted of Series X Convertible Preferred Stock of 1,265,601 shares, warrants of 13,170,652 , stock options of 95,813 , and no Series A convertible preferred stock, restricted stock awards or restricted stock units. Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share at September 30, 2023, consisted of Series A convertible preferred stock of 286,125 shares, Series X convertible preferred stock of 1,267,469 shares, warrants of 1,104,215 , stock options of 21,465 , and restricted stock units of 2 . Net loss attributable to common stockholders for the nine months ended September 30, 2023, consists of net loss, as adjusted for deemed dividends. The Company recorded a deemed dividend for the modification of existing warrants and issuance of the Series E warrants (see Note 13, Equity Offerings) of $ 0.8 million, during the nine months ended September 30, 2023. Note 13. Equity Offerings Warrant Inducement Offer On January 9, 2023, the Company reduced the exercise price of all existing warrants (the "Existing Warrants"), exercisable for 33,161 shares of the Company’s common stock held by an investor (the “Investor”), with exercise prices ranging from $ 140.00 to $ 5,265 per share to $ 40.00 per share (the "2023 Warrant Repricing"). In connection with the 2023 Warrant Repricing, the Company entered into a Warrant Inducement Offer Letter (the "2023 Inducement Letter") with the Investor pursuant to which it would exercise up to all of the 33,161 Existing Warrants (the "Inducement Offer"). In consideration for exercising the Existing Warrants pursuant to the terms of the 2023 Inducement Letter, the Company received approximately $ 1.3 million in gross proceeds. The Company paid placement agent aggregate cash fees plus other offering costs of approximately $ 0.2 million related to the Inducement Offer, resulting in net proceeds to the Company of $ 1.1 million. In consideration for exercising the Existing Warrants pursuant to the terms of the 2023 Inducement Letter, the Company issued the Investor a new Series E common stock purchase warrant (the "Series E Warrant") to purchase 33,161 shares of common stock at an exercise price of $ 40.00 per share. The Series E Warrant is exercisable for five years from the date of stockholder approval. Exercise of the Series E Warrant in full was subject to approval of the Company's stockholders other than the Investor, which was obtained at a special meeting of the Company's stockholders held on March 21, 2023 (the "Stockholders' Meeting"). The incremental fair value of the repriced warrants amounted to $ 0.3 million and the fair value of Series E warrant totaled $ 1.9 million. The relative fair value of such amounts were recorded to additional paid-in capital concurrent with the exercise of the Existing Warrants. As a result of the 2023 Warrant Repricing and Inducement Offer, the Company presents a deemed dividend for the modification of Existing Warrants and issuance of the Series E Warrants of $ 0 and $ 0.8 million during the three and nine months ended September 30, 2023, respectively. The deemed dividend was included in net loss attributable to common stockholders in the calculation of net loss per share in the unaudited consolidated condensed statements of operations. 29 Table of Contents The warrants, other than the Series E Warrants that are presented in a separate table below, were valued on the date of the 2023 Warrant Repricing using the Black-Scholes model based on the following assumptions: 5/22/2020 Raise 8/3/2020 Raise Series B Series C Risk-free interest rate 4.06 % 4.06 % 3.60 % 3.66 % Volatility 135.35 % 132.55 % 115.42 % 127.65 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Expected life (in years) 2.4 2.6 6.5 4.5 The Series E warrants were also valued on the date of the 2023 Warrant Repricing at approximately $ 1.9 million using the Black-Scholes model based on the following assumptions: Risk-free interest rate 3.66 % Volatility 124.07 % Expected dividend yield 0.00 % Expected life (in years) 5.0 Private Placement On January 9, 2023, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) for a private placement (“Private Placement”), with the Investor. Pursuant to the Securities Purchase Agreement, the Investor agreed to purchase, for an aggregate purchase price of approximately $ 8.0 million, (a) Class A units at a price that was the lower of $ 3.00 per unit and 90% of the 5 day volume weighted average price of the Company’s common stock immediately prior to obtainment of the approval of the Company’s stockholders of conversion of the PIPE Preferred Stock and PIPE Warrants (as each are defined below), without adjusting such price for the reverse stock split, each consisting of one tenth of one share of common stock, one tenth of one Series F common stock purchase warrant (“Series F Warrant”), and one tenth of one Series G common stock purchase warrant (“Series G Warrant”), and together with the Series F Warrants (the “PIPE Warrants”) and (b) Class B units at a price of $ 1,000 per unit, each consisting of one share of a new series of the Company’s preferred stock, designated as Series A Convertible Preferred Stock (the “PIPE Preferred Stock”), par value $0.0001, and one tenth of one Series F Warrant and one tenth of one Series G Warrant for each one-tenth of one share of the Company’s common stock underlying the PIPE Preferred Stock (each share of which is convertible into a number of shares of the Company’s common stock equal to $ 1,000 divided by the lower of $ 30.00 and 90% of the 5 day volume weighted average closing price, multiplied by ten in order to reflect the impact of the reverse stock split of the Company’s common stock immediately prior to the obtainment of the approval of the Company’s stockholders of conversion of the PIPE Preferred Stock and PIPE Warrants, or the Preferred Conversion Rate). The closing under the Securities Purchase Agreement and the sale and issuance of the Class A units and Class B units (and the issuance of any underlying common stock) were approved at the Stockholders’ Meeting. At the closing of the Private Placement, the Company issued 497,908 Class A units for proceeds of approximately $ 0.9 million and 7,203 Class B units for proceeds of approximately $ 7.1 million which contained preferred shares that were convertible into up to 450,123 shares of common stock, as well as the issuance of warrants described below. The PIPE Warrants, including Series F warrants and Series G warrants, are exercisable at an exercise price of $ 30.00 per share, subject to adjustments as provided under the terms of the PIPE Warrants. The PIPE Warrants are exercisable at any time on or after the closing date of the Private Placement until the expiration thereof, except that the PIPE Warrants cannot be exercised if, after giving effect thereto, the purchaser would beneficially own more than 4.99 %, or the Maximum Percentage, of the outstanding shares of common stock of the Company, which Maximum Percentage may be increased or decreased by the purchaser with written notice to the Company to any other percentage specified not in excess of 9.99 %. The Series F Warrants have a term of two years from the date of stockholder approval, and the Series G Warrants have a term of six years from the date of stockholder approval. The Series F Warrants and Series G Warrants were approved at the Stockholders’ Meeting. 30 Table of Contents The Series F warrants and Series G warrants were valued, in aggregate, at approximately $ 5.5 million using the Black-Scholes model based on the following assumptions: Series F Series G Risk-free interest rate 3.8 % 3.4 % Volatility 80.0 % 74.0 % Expected dividend yield 0.0 % 0.0 % Expected life (in years) 2.0 6.0 The proceeds from the Securities Purchase Agreement were allocated to the equity instruments issued based on their relative fair values and recorded in additional paid-in capital. Shares of PIPE Preferred Stock, the conversion of which was approved at the Stockholders’ Meeting, convert into common stock at the option of the holder at the Preferred Conversion Rate, subject to certain ownership limitations as described below. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. Subject to limited exceptions, holders of shares of PIPE Preferred Stock will not have the right to convert any portion of their Preferred Stock if the holder, together with its affiliates, would beneficially own in excess of 4.99 % (or up to 9.99 % at the election of the holder) of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion. Holders of PIPE Preferred Stock will be entitled to receive dividends on shares of PIPE Preferred Stock equal, on an as-if-converted-to-common stock basis, and in the same form as dividends actually paid on shares of the common stock. Except as otherwise required by law, the PIPE Preferred Stock does not have voting rights. The Company also entered into a registration rights agreement with the purchasers requiring the Company to register the resale of the shares of common stock, the shares issuable upon exercise of the Warrants and the shares issuable upon the conversion of the PIPE Preferred Stock. Placement Fees In connection with offerings completed by the Company in 2022, (the "2022 Offerings"), the Company entered into an agreement with a placement agent that, subject to satisfaction of the requirements contained therein, called for a placement fee payable based on capital raised from certain investors for a definitive time following the expiration of the agreement. The accrued placement fee of approximately $ 1.4 million related to the 2022 Offerings is included in accrued expenses in the consolidated balance sheets as of September 30, 2024. Additionally, the agreement called for the issuance of warrants with the following terms: Number of shares Exercise Price Expiration 3,300 $ 312.50 5 years 3,100 $ 175.00 5 years 31 Table of Contents The warrants were valued on the date of the 2022 Offerings using the Black-Scholes model based on the following assumptions: Value ($ in millions) Expected Volatility Risk-Free Interest Rate Expected Dividend Yield Expected Term (years) $ 0.4 93.25 % 1.81 % 0 % 5.0 $ 0.2 96.70 % 2.87 % 0 % 5.0 September 2024 Public Offering On September 3, 2024, in connection with the September Public Offering (see Note 1), the Company sold an aggregate of 805,900 Common Stock Units and 2,773,000 Pre-Funded Warrant Units at a public offering price of $ 1.00 per Common Stock Unit and $ 0.9999 per Pre-Funded Warrant Unit. The Company received gross proceeds of approximately $ 3.6 million less underwriting discounts and commissions of $ 1.0 million, resulting in net proceeds of $ 2.6 million. Each Common Stock Unit consists of: (i) one share of the Company's Common Stock, (ii) a Series H Warrant to purchase one share of Common Stock at an exercise price of $ 1.00 per share that expires six months from the date of issuance, (iii) a Series I Warrant to purchase one share of Common Stock at an exercise price of $ 1.00 per share that expires eighteen months from the date of issuance, and (iv) a Series J Warrant to purchase one share of Common Stock at an exercise price of $ 1.00 per share that expires five years from the date of issuance. Each Pre-Funded Warrant Unit consists of: (i) a Pre-Funded Warrant to purchase one share of Common Stock at an exercise price of $ 0.0001 per share with no expiration date, (ii) one Series H Warrant, (iii) one Series I Warrant (iv) and one Series J Warrant. Pursuant to the Underwriting Agreement, the Company granted the Representative a 45-day Overallotment Option to purchase up to (i) 468,041 additional shares of Common Stock, (ii) 468,041 additional Series H Warrants, (iii) 468,041 additional Series I Warrants, and/or (iv) 468,041 additional Series J Warrants, solely to cover over-allotments. On August 30, 2024, the Underwriters partially exercised the Overallotment Option to purchase an additional 458,623 shares of Common Stock, 458,623 Series H Warrants, 458,623 Series I Warrants, and 458,623 Series J Warrants, or 458,623 Common Stock Units. The Common Stock Units issued through the exercise of the Overallotment Option are included in the 805,900 Common Stock Units noted above. The Overallotment Option expires on October 14, 2024, and is not expected to be exercised. The remaining balance of the Overallotment Option is not material to the condensed consolidated financial statements as of September 30, 2024. Furthermore, at the closing date, the Company agreed to deliver warrants to purchase an aggregate number of shares of Common Stock equal to 6% of the shares of Common Stock (i) issued in connection with the September 2024 Public Offering and (ii) issuable upon the exercise of the Pre-Funded Warrants. Therefore, the Company issued 214,734 warrants to the Representative and its designees (the “Representative Warrants”). The Representative Warrants are part of the underwriter costs and commissions incurred in connection with the September 2024 Public Offering. The Representative Warrants may be exercised to purchase one share of Common Stock at an exercise price of $ 1.55 per share and expires five years from the date of issuance. Each Series H Warrant, Series I Warrant, Series J Warrant (collectively, the “Series Warrants”), and Pre-Funded Warrant is immediately exercisable. The exercise price of the Series Warrants and Pre-Funded Warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s Common Stock. Subject to limited exceptions, a holder of the Series Warrants will not have the right to exercise any portion of its Series Warrants if the holder (together with such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99% of the shares of Common Stock then outstanding (the “Beneficial Ownership Limitation”). Similarly, a holder of the Pre-Funded Warrants has a Beneficial Ownership Limitation of 9.99%. At the holder’s option, the holder of the Series Warrants may increase the beneficial ownership limitation to 19.99% of the shares of Common Stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company. The Representative Warrants are exercisable after six months from the effective date of the Registration Statement filed by the Company on August 29, 2024. The Representative Warrants further have a Beneficial Ownership Limitation of 4.99 %, which may be increased to 9.99 % of the shares of Common Stock then outstanding at the option of the Representative. Any increase in the Beneficial Ownership Limitation will become effective upon 61 days’ prior notice to the Company. The Company assessed the Series Warrants, Pre-Funded Warrants, and Representative Warrants issued in connection with the September 2024 Public Offering (collectively, the “September 2024 Warrants”) and determined that they do not require liability classification pursuant to ASC 480. Furthermore, the September 2024 Warrants do not have any net cash settlement provisions that would preclude equity classification under ASC 815-40. Accordingly, the September 2024 Warrants were recorded to additional paid-in capital in the condensed consolidated balance sheets. 32 Table of Contents Warrants The following table presents the number of common stock warrants outstanding: Warrants outstanding, December 31, 2023 1,104,217 Issued 13,724,435 Exercised ( 1,658,000 ) Expired — Warrants outstanding, September 30, 2024 13,170,652 33 Table of Contents As of September 30, 2024, and December 31, 2024, all warrants outstanding are recorded in additional paid-in capital in the condensed consolidated balance sheets. The following table presents the number and type of common stock warrants outstanding, their exercise price, and expiration dates as of September 30, 2024: Warrant Type Warrants Outstanding Exercise Price Expiration Date May 2020 Warrants 1,275 $ 5,625.00 5/20/2025 May 2020 Placement Agent Warrants 124 $ 7,031.25 5/20/2025 August 2020 Warrants 1,943 $ 4,375.00 8/3/2025 August 2020 Placement Agent Warrants 192 $ 5,468.75 7/30/2025 August 2021 Pharos Banker Warrants 148 $ 1,495.00 8/16/2026 February 2022 Series B Warrants 39,153 $ 140.00 2/4/2029 July 2022 Series C Warrants 28,404 $ 140.00 7/22/2027 January 2023 Series E Warrants 33,161 $ 40.00 3/21/2028 March 2023 Series F Warrants 499,909 $ 30.00 3/21/2025 March 2023 Series G Warrants 499,909 $ 30.00 3/21/2029 September 2024 Pre-Funded Warrants 1,115,000 $ 0.00 None September 2024 Series H Warrants 3,578,900 $ 1.00 3/3/2025 September 2024 Series I Warrants 3,578,900 $ 1.00 3/3/2026 September 2024 Series J Warrants 3,578,900 $ 1.00 9/3/2029 September 2024 Representative Warrants 214,734 $ 1.55 8/29/2029 13,170,652 As of September 30, 2024, the warrants issued by the Company had a weighted average exercise price of $ 5.29 . Note 14 . Preferred Stock Series X Convertible Preferred Stock As described in Note 3, above, pursuant to the Merger Agreement, all Old Catheter common stock shares issued and outstanding and convertible promissory notes, representing an aggregate principal of $ 25.2 million, were converted into a right to receive 14,649.592 shares of a new class of the Company’s preferred stock, designated Series X Convertible Preferred Stock . Series X Convertible Preferred Stock has no voting rights prior to the conversion into common stock. While there are generally no voting rights of the Series X Convertible Preferred Stock, there are protective rights regarding the sales of the company, change of control, etc. Series X Preferred Stock may convert into common stock only if the Company’s common stock has been delisted from the NYSE American or has been approved for initial listing on the NYSE American or another stock exchange, at a rate of 100 shares of common stock for each share of Series X Convertible Preferred Stock. 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 his or its 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 $ 32.00 of principal amount. 34 Table of Contents On March 21, 2023, the Company held the Stockholders' Meeting, at which the stockholders approved, among other things, the issuance of 199,359 shares of common stock upon the conversion of 1,993 .581 of Series X Convertible Preferred Stock which were issued upon the closing of the Merger, see Note 3, Business Combination. On March 23, 2023, the Company issued 197,491 shares of common stock upon the conversion of 1,974 .905 of Series X Convertible Preferred Stock. On October 24, 2023, the remaining 1,868 shares of common stock were issued upon the conversion of 18 .676 shares of Series X Convertible Preferred Stock. The remaining 12,656.011 shares of Series X Convertible Preferred Stock are expected to remain outstanding until the Company meets the initial listing standards of the NYSE American or another national securities exchange or is delisted from the NYSE American, at which time they will convert into common stock . Series A Convertible Preferred Stock As described in Note 13, on January 9, 2023, the Company entered into a Securities Purchase Agreement for a Private Placement with the Investor. Pursuant to the Securities Purchase Agreement, shares of Series A Convertible Preferred Stock were issued, the conversion of which was approved at the Stockholders’ Meeting. The Series A Convertible Preferred Stock converts into common stock at the option of the holder at the Preferred Conversion Rate, subject to certain ownership limitations as described below. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. Subject to limited exceptions, holders of shares of Series A Convertible Preferred Stock will not have the right to convert any portion of their Series A Convertible Preferred Stock if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion . Holders of Series A Convertible Preferred Stock will be entitled to receive dividends on shares of Series A Convertible Preferred Stock equal, on an as-if-converted-to-common stock basis, and in the same form as dividends actually paid on shares of the common stock. Except as otherwise required by law, the Series A Convertible Preferred Stock does not have voting rights. The Company also entered into a registration rights agreement with the purchasers requiring the Company to register the shares of common stock, issuable upon the conversion of the Series A Convertible Preferred Stock. The shares have been registered for resale on an effective registration statement on Form S-1. The following conversions of Series A Convertible Preferred Stock occurred subsequent to the issuance and prior to September 30, 2024: Date of Conversion Series A Shares Converted Common Shares Issued July 5, 2023 1,750 109,355 July 24, 2023 875 54,678 January 24, 2024 875 54,678 July 1, 2024 1,303 81,423 July 11, 2024 1,000 62,489 July 22, 2024 1,000 62,500 July 23, 2024 400 25,000 Each share of Series A Convertible Preferred Stock is convertible into approximately 62.5 shares of common stock. The common stock was issued pursuant to the exemption contained in Section 3(a)(9) of the Securities Act of 1933, as amended (the “Act”), which applies to transactions in which a security is exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. The shares issued have been registered for resale on an effective registration statement on Form S-1. 35 Table of Contents After the final conversion on July 23, 2024, the Company had no shares of Series A Convertible Preferred Stock outstanding. Note 15. Stock-Based Compensation 2018 Equity Incentive Plan In September 2018, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2018 Equity Incentive Plan (the “2018 Plan”) which provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, performance-based stock awards and other forms of equity compensation to the Company’s employees, directors and consultants. In July 2023, the 2018 Plan was replaced by the 2023 Equity Incentive Plan (the "2023 Plan"), as described below. As of July 2023, no additional awards could be made under the 2018 Plan and no shares of common stock were reserved for future issuance. As of September 30, 2024, there are 7 non-statutory stock options outstanding under the 2018 Plan. Three expire in June 2028 and four expire in January 2030. 2018 Employee Stock Purchase Plan In September 2018, the Company adopted the 2018 Employee Stock Purchase Plan (the “ESPP”) which permitted eligible employees to purchase the Company’s common stock at a discount through payroll deductions during defined offering periods. Eligible employees could elect to withhold up to 15 % of their base earnings to purchase shares of the Company’s common stock at a price equal to 85 % of the fair market value on the first day of the offering period or the purchase date, whichever was lower. The number of shares of common stock reserved for issuance under the ESPP automatically increased on January 1 of each fiscal year by the lesser of (1) 23 shares, (2) 1.25 % of the total number of shares outstanding on December 31 of the preceding fiscal year, or (3) such other amount as the Company’s board of directors may determine. In April 2024, the Company formally terminated the ESPP. For the three and nine months ended September 30, 2024 and 2023, no cash was received from the exercise of purchase rights under the ESPP in each respective period. As of September 30, 2024, the Company had issued 95 shares of common stock since inception of the ESPP, and no shares were reserved for future issuance. As of December 31, 2023, the Company had issued 95 shares of common stock since inception of the ESPP, and 2 shares were reserved for future issuance. Upon termination of the ESPP in April 2024, the reserved shares were released back to the authorized pool. 2020 Inducement Equity Incentive Plan In March 2020, the Company adopted the 2020 Inducement Equity Incentive Plan (the “2020 Plan”) for the purpose of attracting, retaining and incentivizing employees in furtherance of the Company’s success. The 2020 Plan was adopted without stockholder approval pursuant to Rule 303A.08 of the New York Stock Exchange. The 2020 Plan is used to offer equity awards as material inducements for new employees to join the Company. Upon adoption of the 2020 Plan, 64 shares of common stock were reserved for the granting of inducement stock options, restricted stock awards, restricted stock units and other forms of equity awards. As of September 30, 2024 and December 31, 2023, zero and 54 shares of common stock were reserved for future issuance under the 2020 Plan. In April 2024, the Company terminated the 2020 Plan at which time the reserved shares were released back to the authorized pool. 36 Table of Contents Stock Options Assumed in Merger (See Note 3, Business Combination) At the closing of the Merger, each outstanding option to purchase Old Catheter common stock that had not previously been exercised prior to the closing of the Merger was assumed and converted into options to purchase 75,365 shares of the Company’s common stock (“Replacement Options”). Additionally, no Old Catheter options were amended in connection with the Merger. All the Replacement Options vested in accordance with the original terms of the grants in place at the time of the Merger. As a result, $ 3.4 million of purchase price consideration, which represented the estimated fair value of Old Catheter’s assumed stock options, and $ 1.1 million of stock-based compensation expense, which represents the excess of the estimated fair value of the Replacement Options over the assumed Old Catheter stock options, were recognized upon the closing of the Merger. 2023 Equity Incentive Plan In July 2023, the Company’s stockholders approved, the 2023 Plan, as defined above, which provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, performance-based stock awards and other forms of equity compensation to the Company’s employees, directors and consultants. Stock options granted under the 2023 Plan to employees and consultants generally will vest annually over a five-year period or as determined by the Board’s Compensation Committee, while grants to non-employee directors generally vest quarterly over a three-year period. As of September 30, 2024 and December 31, 2023, 225,085 and 50,186 shares of common stock were reserved for future issuance pursuant to the 2023 Plan. The number of shares available for issuance under the 2023 Plan also includes a quarterly increase commencing on September 1, 2023 by an amount equal to the lesser of (i) 10 % of the number equal to the number of shares of common stock outstanding on the applicable adjustment date less the number of shares of common stock outstanding at the beginning of the fiscal quarter immediately preceding the adjustment date, but if such number is a negative number, then the increase will be zero; or (ii) such lesser number of shares as may be determined by the Board. On January 8, 2024, the Board approved the issuance of a total of 28,500 non-qualified stock options under the 2023 Plan. 7,500 of these non-qualified options were issued to non-employee directors that vest at 8 1/3% per quarter for 3 years with an exercise price of $ 4.00 and expiration date of January 8, 2034 . The remaining 21,000 non-qualified options were issued to employees and consultants and vest at 20% per year for 5 years with an exercise price of $ 4.00 and expiration date of January 8, 2034 . On February 26, 2024, the Board approved the issuance of a total of 15,000 incentive stock options under the 2023 Plan. All options were issued to employees and vest at 20% per year for 5 years with an exercise price of $ 4.20 and expiration date of February 26, 2034 . On April 24, 2024, the Board approved the issuance of a total of 12,500 incentive stock options under the 2023 Plan. All options were issued to employees and vest at 20% per year for 5 years with an exercise price of $ 4.60 and expiration date of April 24, 2034 . On July 9, 2024, the Board approved the issuance of a total of 10,000 incentive stock options under the 2023 Plan. All options were issued to employees and vest at 20% per year for 5 years with an exercise price of $ 3.50 and expiration date of July 9, 2034 . 37 Table of Contents The options issued during the three and nine months ended September 30, 2024 were valued at approximately $ 262 thousand using the Black-Scholes model based on the following assumptions on the date of issue: Non-Employee Director Options Issued January 8, 2024 Employee Options Issued January 8, 2024 Employee Options Issued February 26, 2024 Employee Options Issued April 24, 2024 Employee Options Issued July 9, 2024 Risk-free interest rate 4.01 % 4.01 % 4.28 % 4.65 % 4.30 % Volatility 175.36 % 175.36 % 178.14 % 211.61 % 214.61 % Expected dividend yield 0 % 0 % 0 % 0 % 0 % Expected life (in years) 6.5 6.5 6.5 6.5 6.5 Non-Plan Options Issued On April 24, 2024, the Board approved the issuance of a total of 25,000 Non-Plan Options as an employment incentive for the position of Chief Commercial Officer. The options were issued on May 1, 2024, the first day of employment and vest at 20% per year for 5 years with an exercise price of $5.321 and an expiration date of May 1, 2034 . The non plan options issued were valued at approximately $ 131 thousand using the Black-Scholes model based on the following assumptions on the date of issue: Non-Plan Options Issued May 1, 2024 Risk-free interest rate 4.63 % Volatility 211.61 % Expected dividend yield 0 % Expected life (in years) 6.5 The following is a summary of stock option activity for the nine months ended September 30, 2024: Stock Options Weighted Average Exercise Price Weighted Average Remaining Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 21,465 $ 64.71 6.38 $ — Options exercised — $ — — — Options granted 91,000 $ 4.42 — — Cancelled/forfeited ( 16,652 ) $ 4.50 — — Outstanding at September 30, 2024 95,813 $ 17.92 8.86 $ 4,510 .00 Vested and expected to vest at September 30, 2024 95,813 $ 17.92 8.86 $ 4,510 .00 Exercisable at September 30, 2024 18,148 $ 75.35 6.07 $ — Restricted Stock Units All restricted stock units have been forfeited or vested as of December 31, 2023. 38 Table of Contents Restricted Stock Awards All restricted stock awards have been forfeited or vested as of December 31, 2023. Stock-based compensation expense for the three and nine months ended September 30, 2024 was $ 17 thousand and $ 36 thousand, respectively, in selling, general and administrative expenses in the condensed consolidated statements of operations. Stock-based compensation expense for the three and nine months ended September 30, 2023 was $ 2 thousand and $ 1.2 million respectively, in the Company's condensed consolidated statements of operations. Total unrecognized estimated stock-based compensation expense by award type and the remaining weighted average recognition period over which such expense is expected to be recognized at September 30, 2024 was as follows: Unrecognized Expense (in thousands) Remaining Weighted Average Recognition Period (in years) Stock options $ 309 4.4 Restricted stock awards $ — — Restricted stock units $ — — Note 16. 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 nine months ended September 30, 2024 and 2023, the Company did not record any federal or state income tax provision or benefit due to net losses incurred for all periods presented. 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. As of September 30, 2024, the Company has an open sales and use tax audit with the California Department of Tax and Fee Administration covering the period from October 1, 2020 through March 31, 2023. Note 17. Commitments and Contingencies In the normal course of business, the Company is at times subject to pending and threatened legal actions. In management’s opinion, any potential loss resulting from the resolution of these matters will not have a material effect on the results of operations, financial position or cash flows of the Company. As of September 30, 2024, the Company had no outstanding litigation. 39 Table of Contents Note 18. Employee Benefit Plan In January 2019, the Company established a defined contribution plan under Section 401(k) of the Internal Revenue Code (“401(k) Plan”). Under the terms of the 401(k) Plan, all full-time employees were eligible to make voluntary contributions as a percentage or defined amount of compensation. The Company made matching contributions based on 100 % of each employee’s contribution up to 3 % and 50 % of contributions between 3 % and 5 %, with the match-eligible contribution limited to 4 % of the employee’s eligible compensation. The Company cancelled the 401(k) Plan effective March 10, 2023 and distributed all assets held by the 401(k) Plan to the participants. The Company had no expenses related to the matching contributions for the three and nine months ended September 30, 2024 and 2023. Note 19. Related Parties Prior to the Merger, David A. Jenkins, the Company’s current Executive Chairman of the Board and Chief Executive Officer, and Old Catheter’s then 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 in the Old Catheter merger into 7,856 .251 shares of Series X Convertible Preferred Stock (see Note 3, Business Combination, and 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 (see Note 10, Royalties Payable). 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 . In connection with the Merger (see Note 3, Business Combination), the Company assumed $ 1.4 million of accrued expenses and advances, of which $ 1.1 million was due to Mr. Jenkins and was paid on January 10, 2023. Mr. Jenkins’ daughter, the Company’s non-executive Chief Operating Officer, received options to purchase 14,416 shares of the Company’s common stock upon the closing of the merger in exchange for her options to purchase shares of Old Catheter common stock, converted based on the exchange ratio in the merger. Of the total options to purchase 14,416 shares of the Company’s common stock, 14,081 options have an exercise price of $ 5.90 per share, and the remaining 335 options have an exercise price of $ 20.20 per share. Margrit Thomassen, the Company’s Interim Chief Financial Officer, received options to purchase 1,676 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. The options have an exercise price of $ 5.90 per share. In January 2024, she received an option to purchase 2,500 shares of the Company’s common stock under the 2023 Plan. The options have an exercise price of $ 4.00 per share, vest at 20 % per year for 5 years and expire in January 2034 . Following stockholder approval on March 21, 2023, the Company issued 99,182 shares of common stock to Mr. Jenkins and affiliates upon conversion of 991.828 shares of Series X Convertible Preferred Stock, and 23,532 shares of common stock to his adult children upon conversion of 235.320 shares of Series X Convertible Preferred Stock . On May 1, 2024, Marie-Claude Jacques, the Company’s Chief Commercial Officer, received a non-plan option to purchase 25,000 shares of the Company’s common stock. The options have an exercise price of $ 5.321 per share, vest at 20 % per year for 5 years and expire in May 2034 . During the three months ended September 30, 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. See Note 9, Notes Payable for further information. 40 Table of Contents The related parties and the amounts owed to each related party are summarized in the following table (in thousands): Related Party Issuance Date Principal Amount Interest Paid Interest Accrued David Jenkins 5/30/2024 $ 500 $ 10 $ 5 FatBoy Capital 6/25/2024 $ 150 $ 2 $ 2 FatBoy Capital 7/1/2024 $ 250 $ 3 $ 3 FatBoy Capital 7/18/2024 $ 100 $ 1 $ 1 Jenkins Family Charitable Institute 7/25/2024 $ 500 $ 4 $ 5 On September 3, 2024, the Jenkins Family Charitable Institute also invested approximately $ 500,000 in the Company’s public offering and received 265,000 shares of common stock; 235,000 pre funded warrants with an exercise price of $ 0.0001 and no expiration date; 500,000 Series H Warrants with an exercise price of $ 1.00 per share that expire on March 3, 2025 ; 500,000 Series I Warrants with an exercise price of $ 1.00 per share that expire on March 3, 2026 ; and 500,000 Series J Warrants with an exercise price of $ 1.00 per share that expire on September 3, 2029 . Note 20. Subsequent Events 2024 Warrant Inducement Offer On October 24, 2024, the Company executed the 2024 Inducement Offer with certain holders of the Existing Warrants. The Existing Warrants had exercise prices ranging from $ 1.00 to $ 40.00 per share. Following the closing of the 2024 Inducement Offer, such holders immediately exercised an aggregate of (i) 33,160.8 Series E Warrants, (ii) 499,909.34 Series F Warrants, (iii) 499,909.34 Series G Warrants, (iv) 1,990,000 Series H Warrants, and (v) 2,325,000 Series I Warrants to purchase up to 5.3 million shares of Common Stock at a reduced exercise price of $0.70 per share . In consideration for the immediate exercise of the Existing Warrants for cash, the Company issued unregistered new Series K Common Stock Purchase Warrants (“Series K Warrants”) to purchase up to a number of shares equal to 200% of the number of shares of Common Stock issued pursuant to the exercise of the Existing Warrants. The Series K Warrants have an exercise price of $ 0.70 per share, a term of 5.5 years following stockholder approval, and are not exercisable until such approval is obtained. As additional consideration, the company issued placement agent warrants to purchase up to 320,879 shares of common stock on the same terms as the Series K warrants, except the exercise price is $1.085 per share and have a termination date of October 28, 2029 . The Company received aggregate gross proceeds of approximately $ 3.7 million in cash from the exercise of the Existing Warrants pursuant to the 2024 Inducement Offer, prior to deducting placement agent fees and offering expenses of $ 0.4 million. As of the date of the 2024 Inducement Offer, 578,900 Series H and 1,078,900 Series I warrants remained unexercised. Prior to the repricing and execution of the 2024 Inducement Offer, the Company received additional gross proceeds of approximately $ 1.2 million from the exercise of 1,010,000 Series H Warrants and 175,000 Series I Warrants in accordance with their original terms (as summarized below). Issuance of Securities from Warrant Exercises Aside from the common stock issued in connection with the 2024 Warrant Inducement Offer, the Company also issued common stock in connection with the following exercises of warrants (in thousands): Name of Warrant Exercise Date Issue Date Shares Common Stock Issued Number of Warrants Exercised Proceeds September 2024 Pre-Funded Warrant 10/3/2024 10/4/2024 250,000 250,000 $ — September 2024 Pre-Funded Warrant 10/16/2024 10/16/2024 196,000 196,000 $ — September 2024 Pre-Funded Warrant 10/18/2024 10/21/2024 434,000 434,000 $ — September 2024 Series H Warrant 10/18/2024 10/21/2024 1,010,000 1,010,000 $ 1,010 September 2024 Series I Warrant 10/18/2024 10/21/2024 175,000 175,000 $ 175 September 2024 Pre-Funded Warrant 10/29/2024 10/29/2024 235,000 235,000 $ — 41 Table of Contents