Catheter Precision, Inc. Announces Private Placement Financing and FLYTE Acquisition: Details and Shareholder Implications

Key Highlights

• Private Placement Financing: Catheter Precision, Inc. (the “Company”) entered into a Securities Purchase Agreement on March 9, 2026, issuing 1,853 shares of Series C-1 Convertible Preferred Stock and Series D Preferred Stock in a private placement.
• Acquisition of FLYTE: The Company completed an acquisition, financed through the private placement, which could be transformative for its business profile.
• Material Amendments: The Company amended its Certificate of Designation to increase the authorized Series C-1 Preferred Stock from 1,783.33 to 3,636.33 shares to facilitate the acquisition and financing.
• Potential Dilution: Conversion of the Preferred Stock may result in significant dilution for existing shareholders.
• Price-Sensitive Shareholder Approvals: Issuance of Series D Preferred Stock and any conversions in excess of 19.99% of outstanding Common Stock at prices below the “Minimum Price” will require shareholder approval, per NYSE American rules.
• No Established Public Market for Preferreds: The Preferred Stock will not be listed, and there is no current intention to list these on any national exchange.
• Interest and Default Terms: The Note issued in the transaction bears 0% interest if paid on time, increasing to 4% upon late payment and 18% upon default.
• Regulatory Compliance and Exemptions: The securities were issued under Section 4(a)(2) and Regulation D exemptions, not registered with the SEC.
• Anti-Takeover Measures Addressed: The company’s board has taken steps to render inapplicable any poison pill or similar provisions that could interfere with these transactions.
• Strong Representations and Warranties: The company affirms its financial statements, internal controls, compliance with Sarbanes-Oxley, and absence of material adverse changes or undisclosed liabilities.

In-Depth Details

Private Placement Financing Structure

On March 9, 2026, Catheter Precision, Inc. entered into a private placement with certain accredited investors, selling an aggregate of 1,853 shares of Series C-1 Convertible Preferred Stock at a stated value of \$1,000 per share, with a par value of \$0.0001 per share. The securities purchase agreement also allows for the issuance of Series D Preferred Stock in connection with the FLYTE acquisition.

Series C-1 Preferred Stock: The amendment to the Certificate of Designation increases the available C-1 shares to accommodate the financing and the FLYTE acquisition. These Preferred Shares are convertible into Common Stock, subject to certain conversion price mechanisms and limitations that could significantly increase the number of Common Shares outstanding.

Series D Preferred Stock: The issuance of Series D Preferred Stock is contingent on shareholder approval, as the conversion could exceed 19.99% of pre-existing Common Stock and could be at prices below the “Minimum Price” as defined by NYSE American rules. This threshold is critical for shareholders, as it directly affects control and dilution.

Acquisition of FLYTE

The Company entered into an acquisition agreement for FLYTE, which was financed through the proceeds of the private placement. The acquisition is expected to expand the Company’s business and could be a catalyst for future growth. The specifics of the acquisition, including its impact on operations and finances, were not detailed but are expected to be material.

Terms of the Note

The Note issued in connection with the acquisition and financing carries no interest if installment payments are timely but increases to 4% if late and 18% upon default. Non-payment within three business days of an installment triggers penalty interest, and an event of default accelerates the entire balance due, which could pose a risk if the Company faces liquidity challenges.

Listing and Trading

There is no established market for the Series C-1 or Series D Preferred Stock, and the Company does not intend to list these securities. The Common Stock continues to trade on the NYSE American under the symbol “VTAK”.

Shareholder Approvals and Amendments

The Company will seek shareholder approval for the issuance of securities that could exceed the 19.99% dilution threshold. Additionally, the Company has filed amendments to its Certificate of Designation to authorize the necessary number of Preferred Shares for both the financing and acquisition. These matters are significant, as failure to gain approval could unwind or delay the acquisition and financing.

Material Modifications and Restrictions

• The Company is restricted from paying dividends on, or repurchasing, Junior Securities while Preferred Stock is outstanding.
• Amendments to charter documents that materially and adversely affect Preferred Holders are prohibited, except in limited circumstances.
• The Company is prevented from entering “Change of Control” transactions, paying cash dividends on capital stock, or issuing new securities of equal or senior rank to the Preferred without consent.
• Significant acquisitions, mergers, or asset sales require approval by Preferred Holders if these exceed 10% of total assets.

Regulatory and Financial Representations

The Company confirms it is in compliance with all SEC reporting obligations, that its financial statements are accurate and prepared in accordance with GAAP, and that there have been no material adverse changes since its most recent annual report. No undisclosed liabilities or off-balance-sheet arrangements exist that could materially impact the Company.

The Company has also taken steps to neutralize any anti-takeover defenses that could impact these transactions, and affirms that its internal controls, compliance with Sarbanes-Oxley, and other governance procedures are robust.

Investor Considerations & Potential Share Price Impact

• Potential for Shareholder Dilution: The conversion of Preferred Stock and possible issuance of additional Common Stock could dilute existing shareholders, especially if the conversion occurs at a price below market value.
• Shareholder Approval Risk: If shareholders do not approve the Series D Preferred Stock conversion, the financing and acquisition could be jeopardized.
• No Trading Market for Preferreds: Investors in the Preferred Stock should be aware of liquidity risks.
• Acquisition Growth Potential: The FLYTE acquisition may significantly alter the Company’s business profile and growth trajectory, but also introduces integration and execution risks.
• Interest and Default Terms: The penalty interest rates in the Note could impact cash flows and financial flexibility if the Company misses payments.
• Regulatory Approvals and Compliance: The Company asserts full compliance with all regulatory and accounting standards, which reduces the risk of future restatements or adverse audits.
• Anti-Takeover Provisions Neutralized: The Board has preemptively addressed potential anti-takeover issues, clearing a path for these transactions.

Conclusion

The private placement financing and FLYTE acquisition represent a major strategic step for Catheter Precision, Inc. The potential for significant dilution, requirement for shareholder approval, and the financial and operational impact of the acquisition are all material to current and prospective investors. Shareholders should closely monitor upcoming proxy materials and Company communications regarding these transactions.