8-K: Catheter Precision Secures $5.4M, Pivots to Air Mobility

Sentiment:

Current Report 6 February 2026 5:25 PM

📋All filings for Catheter Precision, INC

Catheter Precision, Inc. has entered into agreements to raise over $5.4 million through private placements and warrant exercises, while also acquiring a stake in an air-mobility company and planning to divest its legacy catheter business.

Delay expectedThe company is subject to 'Registration Delay Payments' if it fails to file or make effective the required registration statements by specified deadlines (30-60 days post-closing), incurring a penalty of 1% of the aggregate stated value of preferred shares for each 30-day delay.Stockholder approval for the share issuances and a reverse stock split is a condition for subsequent closings and is required within 60 days of the First Closing Date. If not obtained, additional meetings must be held every 90 days, indicating potential for delays in full transaction completion.

Capital raiseThe company is conducting a private placement financing, raising $2,177,759.00 in the First Closing from the sale of common stock and Series C-1 Convertible Preferred Stock.Two additional tranches of Series C-2 and Series C-3 Convertible Preferred Stock are planned, each for $1,616,330.00, totaling an additional $3,232,660.00.Buyers have an 'Additional Investment Right' to purchase up to an additional $39,233,333 stated value of Series C-4 Preferred Stock over a 12-month period.The company generated $400,621.04 in cash proceeds from the exercise of existing warrants at a reduced price.

Summary

Catheter Precision, Inc. (VTAK) entered into a Securities Purchase Agreement on February 6, 2026, to raise capital through a private placement financing.
The First Closing of the private placement is expected around February 9, 2026, generating gross proceeds of $2,177,759.00 from the sale of 392,608 common shares at $1.43/share and 1,616.33 shares of Series C-1 Convertible Preferred Stock (stated value $1,000/share).
Additional tranches include 1,616.33 shares of Series C-2 Preferred Stock for $1,616,330.00 and 1,616.33 shares of Series C-3 Preferred Stock for $1,616,330.00, subject to customary closing conditions including stockholder approval.
Buyers have an Additional Investment Right to purchase up to $39,233,333 stated value of Series C-4 Preferred Stock over 12 months following stockholder approval or the registration statement's effective date.
The company also entered into a separate Securities Purchase Agreement with SEG Jets LLC to acquire 19.98% of Fly Flyte, Inc. (FLYTE) common stock for 5,250 shares of newly-designated Series D Convertible Preferred Stock, implying a $26,250,000 valuation for FLYTE.
Proceeds from the First Closing will be used to repay certain indebtedness, including a $300,000 Bridge Note. Remaining proceeds and those from additional closings will fund general corporate purposes, working capital, and the restructuring of the legacy catheter business.
The company plans to unwind, wind down, divest, or otherwise restructure its legacy catheter business, including a potential going-private transaction or a spin-off/shut-down, to simplify its capital structure and reduce operating expenses.
A Letter Agreement was executed to lower the exercise price of existing warrants to $1.78/share, resulting in $400,621.04 in cash proceeds from warrant exercises.
The conversion price of Series B Preferred Stock was also reduced to $1.78/share, with holders agreeing to convert to collectively hold 9.99% of outstanding common stock post-conversion.
Stockholder approval is required for the issuance of shares exceeding 19.99% of outstanding common stock at prices below the NYSE American's Minimum Price and for a reverse stock split (1-for-2 to 1-for-100 ratio).
A Registration Rights Agreement was signed, obligating the company to file registration statements for the resale of common stock underlying the preferred shares within 30 days of the respective closing dates.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event with significant uncertainty. While the capital infusion provides much-needed liquidity and the strategic pivot could unlock new value, the substantial dilution, complex preferred stock terms, and the high-risk nature of entering an entirely new industry balance out the immediate financial relief.

Positives

Secured significant capital through private placements and warrant exercises, providing liquidity and funding for strategic initiatives.
The capital raise addresses immediate debt obligations, with Tranche 1 proceeds specifically allocated to repay the $300,000 Bridge Note.
The acquisition of a stake in Fly Flyte, Inc. (FLYTE) represents a strategic diversification into the rapidly scaling luxury regional air-mobility sector, potentially opening new growth avenues.
The planned divestment and restructuring of the legacy catheter business aims to simplify the company's capital structure and reduce operating expenses, potentially improving efficiency and cash burn.
The company is committed to maintaining its listing on the Principal Market and will take actions to ensure compliance with listing requirements.

Negatives

The issuance of multiple series of convertible preferred stock and common stock will result in significant dilution for existing common stockholders.
The conversion prices for the preferred stock are subject to downward adjustments based on future trading prices, with a floor of $0.35/share, which could lead to further dilution if the stock price declines.
The company is undertaking a major strategic pivot by divesting its core catheter business and acquiring a stake in an unrelated air-mobility company, introducing substantial business model risk and uncertainty.
Stockholder approval is required for key aspects of the transaction, including the issuance of shares and a reverse stock split, and failure to obtain this could impact the deal's progression.
Placement agent fees are structured to be paid on proceeds above $3,850,000, indicating a cost associated with the capital raise.

Risks

Significant dilution to existing common stockholders from the conversion of preferred shares and common shares issued in the private placement.
The success of the strategic pivot into the air-mobility sector is uncertain, and the company may face challenges in integrating or managing this new business while divesting its legacy operations.
Failure to obtain timely stockholder approval for the share issuances and reverse stock split could trigger penalties (Registration Delay Payments) and hinder the company's ability to meet its obligations.
The conversion price adjustments for preferred stock, tied to future trading prices, expose the company to potential further dilution if its stock price underperforms.
The company's ability to successfully unwind, wind down, divest, or restructure its legacy catheter business as planned is subject to market conditions and operational complexities.
The company is subject to Registration Delay Payments if it fails to file or maintain the effectiveness of the required registration statements in a timely manner, incurring cash penalties.
The Floor Price Condition of $0.35/share for preferred stock conversions, while providing a minimum, still allows for significant dilution if the common stock trades near this level.

Future Outlook

The company plans a significant strategic shift, intending to divest its legacy catheter business and focus on new ventures, exemplified by the acquisition of a stake in Fly Flyte, Inc., a luxury regional air-mobility company. This pivot aims to simplify the capital structure, reduce operating expenses, and position the company as a streamlined public entity. Future capital raises are possible through the Additional Investment Right for Series C-4 Preferred Stock. Key milestones include obtaining stockholder approval for share issuances and a reverse stock split, and achieving effectiveness for the resale registration statements.

Management Comments

The company intends to use net proceeds for general corporate and working capital purposes, to unwind, wind down, divest, or otherwise restructure the company's legacy catheter business, including a potential going-private transaction or a spin-off or wholesale shut-down.
The company aims to satisfy, settle, eliminate, or otherwise resolve legacy liabilities and obligations and to simplify the company's capital structure.
The company plans to reduce operating expenses and cash burn and position itself as a streamlined public company with a clean and simplified balance sheet.
The company will implement an aggressive reduction of operating expenses and cash burn to optimize operational efficiency as soon as reasonably practicable.

Industry Context

StockSavvy.ai notes that Catheter Precision, historically operating in the medical device sector with its catheter business, is undertaking a dramatic strategic pivot by acquiring a stake in Fly Flyte, Inc., a luxury regional air-mobility company. This move signals a significant departure from its core competency and an entry into a high-growth, yet capital-intensive and competitive, transportation sector. The stated intention to divest the legacy business suggests a complete reorientation of the company's strategic focus, moving from healthcare technology to advanced mobility. This diversification could be a high-risk, high-reward strategy, potentially leveraging AI-driven operations in air mobility but also requiring substantial new expertise and market penetration.

Comparison to Industry Standards

The implied valuation of FLYTE at $26.25 million for a 'rapidly scaling luxury regional air-mobility company' would need to be benchmarked against similar private or recently public air-mobility startups (e.g., Joby Aviation, Archer Aviation, Lilium) to assess its reasonableness. Without specific revenue or operational metrics for FLYTE, a direct comparison is challenging, but the valuation suggests a growth-stage company.
The conversion price adjustments and floor price of $0.35 for the preferred stock are common features in distressed or highly dilutive financing rounds, often seen in companies seeking significant capital infusion under challenging circumstances. This structure provides downside protection for new investors but can be highly dilutive for existing common shareholders if the stock price falls.
The requirement for stockholder approval for issuances exceeding 19.99% of outstanding common stock and for a reverse stock split is standard for NYSE American-listed companies (Section 713), indicating the scale of the proposed dilution and the need for corporate action to maintain listing compliance.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Stockholder Approval Requirement	Stockholder approval is required for the issuance of shares of Common Stock in excess of 19.99% of the company's issued and outstanding shares at prices below the Minimum Price (as defined in NYSE American Section 713).	2026-02-06	Increases shareholder oversight on significant dilutive events and ensures compliance with exchange rules, but introduces a potential delay in transaction completion.
Reverse Stock Split Proposal	Stockholder approval is required for a reverse stock split of the company's Common Stock at a ratio in the range of 1-for-2 to 1-for-100, with the ratio determined by the Board.	2026-02-06	Aims to increase the per-share price to maintain listing compliance, but can be perceived negatively by investors due to historical associations with struggling companies. Requires shareholder consent.
Covenants on Indebtedness and Liens	For as long as 33.33% of any issued Preferred Shares are outstanding, the company cannot incur new indebtedness (beyond Permitted Indebtedness) or Liens (beyond Permitted Liens) without prior written consent of Required Holders.	2026-02-06	Restricts the company's financial flexibility and ability to take on new debt or encumber assets without investor approval, providing significant control to preferred shareholders.
Covenants on Charter Amendments and Dividends	For as long as 33.33% of any issued Preferred Shares are outstanding, the company cannot amend charter documents adversely affecting holders' rights, authorize senior/pari passu stock (except as contemplated), or pay cash dividends on capital stock without prior written consent of Required Holders.	2026-02-06	Protects the rights and preferences of preferred shareholders and limits the company's ability to distribute cash to common shareholders, potentially impacting common stock attractiveness.
Covenants on Strategic Transactions	For as long as 33.33% of any issued Preferred Shares are outstanding, the company cannot sell material assets, change its material line of business, or enter into material M&A/strategic transactions without prior written consent of Required Holders.	2026-02-06	Grants significant control to preferred shareholders over major strategic decisions, potentially slowing down or blocking future corporate actions not aligned with their interests.
Restriction on Variable Rate Transactions	Prohibited from effecting or entering into agreements for Subsequent Placements involving Variable Rate Transactions for 12 months following the effectiveness date of the resale registration statement(s) for the Additional Investment Right.	2026-02-06	Protects investors from future dilutive financing structures where conversion/exercise prices are tied to fluctuating market prices, providing stability for the current preferred shareholders.

Related Party Transactions

The proceeds from Tranche 1 of the private placement will be used for the repayment in full of the $300,000 Promissory Note (Bridge Note) issued to David A. Jenkins (Executive Chairman and CEO).
Royalty obligations under the Jenkins Notes (aggregate principal amount of $1,500,000) are to be converted into the company's equity.
A Lock-Up and Voting Agreement was executed between the company and David A. Jenkins.

Stakeholder Impact

**Shareholders:** Will experience significant dilution from the conversion of preferred stock and common stock issuances. The proposed reverse stock split will reduce the number of outstanding shares, potentially increasing the per-share price but not necessarily the overall market capitalization. The strategic pivot introduces new business risks and opportunities, fundamentally altering the investment thesis.
**New Investors (Buyers):** Gain substantial control and protection through convertible preferred stock with anti-dilution provisions and covenants restricting company actions. They also receive registration rights for liquidity.
**Employees:** The planned restructuring, divestment, or shut-down of the legacy catheter business could lead to job reductions or reassignments, creating uncertainty for employees in that segment.
**Creditors:** Repayment of the Bridge Note and other outstanding debt from the capital raise is a positive for creditors, reducing the company's immediate liabilities.
**Management:** Faces the complex task of executing a dual strategy: divesting a legacy business while integrating and growing a new one in an unrelated industry, requiring significant operational and strategic adjustments.

Next Steps

First Closing of the private placement financing expected on or about February 9, 2026.
File a Current Report on Form 8-K describing the material terms of the transactions by 9:30 a.m. New York time on the Business Day following February 6, 2026.
File an initial Registration Statement on Form S-3 (or S-1) covering the resale of Registrable Securities within 30 calendar days of the First Closing Date.
Use best efforts to have the initial Registration Statement declared effective by the SEC within 60 calendar days (or 120 days if full SEC review) of the First Closing Date.
Hold a special meeting of stockholders to obtain approval for the issuance of shares and a reverse stock split within 60 days following the First Closing Date.
Conduct Second and Third Closings for Series C-2 and C-3 Preferred Stock, subject to stockholder approval and registration statement effectiveness.
Buyers may elect to exercise their Additional Investment Right to purchase Series C-4 Preferred Stock over the next 12 months.
The company will proceed with plans to unwind, wind down, divest, or otherwise restructure its legacy catheter business.
Implement aggressive reduction of operating expenses and cash burn.

Key Dates

Date	Description
2018-09-26	Common Stock listed or designated for quotation on the Principal Market.
2024-01-01	Beginning of period for which no material weakness or significant deficiency in internal controls over financial reporting, or breaches of IT systems or data privacy, have occurred.
2025-05-12	Date of previous Securities Purchase Agreement for Series B Convertible Preferred Stock and Existing Warrants.
2025-12-26	Issuance date of two Convertible Promissory Notes totaling $307,000.
2026-01-12	Issuance date of the Promissory Note (Bridge Note) in the principal amount of $300,000 to David A. Jenkins.
2026-02-06	Date of Securities Purchase Agreements, Registration Rights Agreement, and Letter Agreement.
2026-02-06	Series C-1 Certificate of Designations filed with the Secretary of State for the State of Delaware (Note: Filing states 2025, but context implies 2026).
2026-02-09	Expected First Closing Date for the Private Placement Financing.
2026-04-07	Stockholder Meeting Deadline (60 days following the First Closing Date) for approval of share issuance and reverse stock split.
2026-08-06	Termination date for the Acquisition Purchase Agreement if closing has not occurred.

Recommendation

hold

The company is undergoing a transformative period, marked by a substantial capital raise and a strategic pivot from medical devices to air mobility. While the capital infusion provides necessary liquidity and addresses immediate debt, the significant potential for dilution from convertible preferred stock, coupled with the inherent risks of entering a new, unrelated industry, creates considerable uncertainty. The success of divesting the legacy business and integrating the new acquisition is unproven. Investors should hold to monitor the execution of this complex strategy and assess the company's ability to navigate these significant changes before making further investment decisions.

Keywords

Private Placement, Convertible Preferred Stock, Capital Raise, Strategic Pivot, Air Mobility, Catheter Business, Dilution, Reverse Stock Split, SEC Filing, VTAK

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