Catheter Precision, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Catheter Precision, Inc. (NYSE American: VTAK) on April 23, 2026, covering events occurring on April 17, 2026. The filing details the consummation of equity financings and an acquisition-related issuance previously disclosed in February and March 2026.
Key Financial Metrics and Capital Structure
- Series C-2 Proceeds: The Company raised $3,470,000 in gross proceeds from the sale of 3,470 shares of Series C-2 Convertible Preferred Stock (stated value $1,000 per share).
- Series D Issuance: The Company issued 11,028 shares of Series D Convertible Preferred Stock (stated value $1,000 per share) as consideration for the acquisition of Fly Flyte, Inc. (Flyte).
- Use of Proceeds: Net proceeds from the Series C-2 offering are designated for working capital and general corporate purposes.
- Placement Agent Fees: Dawson James Securities, Inc. acted as placement agent; customary fees were paid, though specific amounts are not disclosed in this filing.
Material Changes and Transaction Details
The filing reports two significant capital structure changes:
- Series C-2 Convertible Preferred Stock:
- Closing Date: April 21, 2026.
- Conversion Terms: Initial conversion price of $0.883 per share, subject to a floor price of $0.35 (waivable by the Company) and anti-dilution adjustments.
- Ownership Limits: Beneficial ownership limitation initially set at 4.99%, expandable to 9.99% with 61 days' notice.
- Approval: Issuance required and received stockholder approval on April 15, 2026.
- Series D Convertible Preferred Stock (Flyte Acquisition):
- Closing Date: April 20, 2026.
- Allocation: 5,250 shares issued to SEG Jets LLC (for 19.98% of Flyte) and 5,778 shares to Creatd, Inc. (for 80.02% of Flyte).
- Conversion Terms: Initial conversion price of $1.1038 per share. Post-SEC registration effectiveness, the price may adjust to the lower of the prior price or the "Applicable Price," subject to a $0.35 floor.
- Ownership Limits: Same 4.99% initial limit (expandable to 9.99%) as Series C-2.
Guidance, Risks, and Contingencies
- Dilution Risk: The conversion of Series C-2 and Series D Preferred Stock into Common Stock will result in dilution to existing common stockholders.
- Seniority: Both preferred stock series rank senior to Common Stock regarding dividends and liquidation distributions.
- Regulatory Status: Securities were issued under Section 4(a)(2) and Rule 506(b) exemptions, requiring purchasers to be accredited investors. No public offering or general solicitation occurred.
- Management Commentary: The filing does not provide specific forward-looking guidance on revenue or earnings, focusing solely on the mechanics of the equity issuances.
Investor Verification Checklist
- Verify the full text of the Series C-2 and Series D Certificates of Designation (Exhibits 3.1 and 3.2) for detailed dividend rights, voting powers, and liquidation preferences.
- Review the February 6, 2026, March 6, 2026, and March 9, 2026 Form 8-K filings for the original terms of the Securities Purchase Agreements and specific placement agent fee structures.
- Confirm the impact on fully diluted share count once the preferred stock converts, noting the potential for price adjustments on Series D post-registration.
- Assess the financial health of Fly Flyte, Inc. to understand the strategic value of the acquisition funded by the Series D issuance.