Business Context and Reporting Period
Company: Catheter Precision, Inc. (NYSE American: VTAK)
Filing Type: Form 8-K (Current Report)
Date of Report: February 9, 2026 (Event Date: February 12, 2026)
Context: The Company entered into material definitive agreements to restructure accrued royalty obligations into equity.
Key Financial Metrics and Transaction Details
- Debt Settlement: Accrued royalty amounts with a net present value of $9,489,487.81 (as of December 31, 2025) were exchanged for equity.
- Equity Issued: 9,489.488 shares of newly created Series J Convertible Preferred Stock.
- Preferred Stock Terms:
- Par Value: $0.0001 per share.
- Stated Value: $1,000 per share.
- Conversion Price: Fixed at $1.56 per share of Common Stock.
- Underlying Common Stock: The Series J Preferred Stock is convertible into approximately 6,083,005 shares of Common Stock (approx. 641 Common shares per Preferred share).
- Counterparties: David A. Jenkins (Executive Chairman and CEO) and FatBoy Capital, LP (controlled by Mr. Jenkins).
Material Changes and Conditions
The primary material change is the termination of royalty rights and accrued amounts totaling nearly $9.5 million as of December 31, 2025. This transaction removes a significant liability from the balance sheet in exchange for potential future dilution.
Conditions Precedent: The conversion of Series J Preferred Stock into Common Stock is contingent upon obtaining stockholder approval in accordance with NYSE American rules. Without this approval, the shares remain as Preferred Stock.
Outlook, Risks, and Unusual Items
- Regulatory Risk: The transaction relies on stockholder approval for the issuance of underlying Common Stock. Failure to obtain approval limits the liquidity of the issued securities to the Preferred Stock form.
- Automatic Conversion: The Series J Preferred Stock will automatically convert in the event of a "Fundamental Transaction" (e.g., merger or acquisition).
- Dividend Rights: Holders are entitled to participate in dividends as if they held the underlying Common Stock, subject to beneficial ownership limitations.
- Related Party Transaction: The exchange involves the Company's CEO and an entity he controls, requiring careful scrutiny of terms.
- Unusual Item: The filing references a separate financing transaction entered into on February 6, 2026, detailed in a prior 8-K, but does not provide specific financial figures for that transaction in this document.
Investor Verification Checklist
- Verify the status of the stockholder approval required for the conversion of Series J Preferred Stock into Common Stock.
- Review the full text of the Series J Certificate of Designation (Exhibit 3.1 and 3.2) for specific anti-dilution adjustments and Fundamental Transaction definitions.
- Confirm the impact of the $9.49 million liability removal on the Company's current liquidity and debt-to-equity ratios.
- Examine the separate February 6, 2026 financing transaction referenced in Item 7.01 to understand the Company's total capital raising activity in early 2026.
- Assess the potential dilution impact of 6,083,005 shares of Common Stock if the conversion conditions are met.