DEFA14A: Catheter Precision Seeks Shareholder Approval for Key Capital Structure Changes and Reverse Stock Split Ahead of 2025 Annual Meeting

Catheter Precision, Inc. is seeking shareholder approval for significant capital structure adjustments, including the issuance of millions of shares related to warrants and convertible preferred stock, and a potential reverse stock split, at its upcoming 2025 Annual Meeting.

Summary

• Catheter Precision, Inc. has scheduled its 2025 Annual Meeting for July 25, 2025, at 11:00 AM EST, to be held virtually.
• Shareholders are requested to vote on the election of Martin Colombatto as a director.
• The company is seeking approval for the issuance of up to 4,285,716 shares of common stock upon the exercise of Series L Common Stock Purchase Warrants.
• Approval is also sought for the issuance of up to 8,574,000 shares of common stock upon conversion of Series B Convertible Preferred Stock.
• An additional 257,143 shares of common stock are proposed for issuance upon the exercise of 2025 Placement Agent Common Stock Purchase Warrants.
• A key proposal includes an amendment to the Certificate of Incorporation to effect a reverse stock split of common stock at a ratio between 1-for-5 and 1-for-19, inclusive, with the Board of Directors having sole discretion on the ratio and the ability to abandon the split.
• Shareholders will also vote to ratify the appointment of WithumSmith+Brown, PC as the independent registered public accounting firm for the fiscal year ended December 31, 2025.
• The deadline for voting is July 24, 2025, 11:59 PM ET, and materials can be requested until July 13, 2025.

Sentiment

Score: 4

Explanation: The sentiment is mixed to slightly negative. While routine governance matters are present, the necessity of a reverse stock split and the potential for significant dilution from prior financing instruments suggest underlying challenges, despite the proposals being necessary steps for the company.

Positives

• The ratification of WithumSmith+Brown, PC as the independent auditor ensures continued financial oversight and compliance.
• The proposals for share issuances, if approved, would facilitate the exercise of existing warrants and conversion of preferred stock, potentially simplifying the capital structure and fulfilling prior financing agreements.

Negatives

• The proposal for a reverse stock split, typically undertaken by companies with low share prices, often signals underlying financial or operational challenges and can be perceived negatively by investors.
• The issuance of a significant number of new shares (totaling up to 13,116,859 shares from warrants and preferred stock conversion) could lead to substantial dilution for existing common stockholders.

Risks

• Potential significant dilution of existing common stockholders due to the issuance of up to 13,116,859 new shares from warrant exercises and preferred stock conversions.
• The reverse stock split may not achieve its intended effect of increasing the stock price or maintaining listing compliance, and could be followed by further price declines.
• Shareholders will receive cash for any fractional shares resulting from the reverse stock split, which may not be ideal for all investors.

Future Outlook

The document outlines proposals for future capital structure adjustments, including potential share issuances and a reverse stock split, which are intended to position the company for future operations and compliance, though specific financial guidance is not provided.

Management Comments

• "You invested in CATHETER PRECISION, INC. and it's time to vote! You have the right to vote on proposals being presented at the Annual Meeting."
• "Under New York Stock Exchange rules, brokers may vote routine matters at their discretion if your voting instructions are not communicated to us at least 10 days before the meeting."
• "We will nevertheless follow your instructions, even if the brokers discretionary vote has already been given, provided your instructions are received prior to the meeting date."

Industry Context

The proposals, particularly the reverse stock split and share issuances, suggest that Catheter Precision, like many small-cap medical device or biotech companies, may be navigating challenges related to capital access, market valuation, and maintaining exchange listing requirements. Such actions are common in industries requiring significant R&D investment and facing intense competition.

Management Changes

Corporate Governance

Stakeholder Impact

• **Shareholders**: Potential for significant dilution from share issuances and a reverse stock split that could impact per-share value and trading liquidity. Fractional shares will be paid in cash.
• **Management/Board**: The Board gains discretion over the reverse stock split ratio and its implementation, providing flexibility in managing the company's stock price and listing status.
• **Creditors/Investors (Warrant/Preferred Holders)**: Approval of share issuances allows for the exercise of warrants and conversion of preferred stock, fulfilling the terms of their investment instruments.

Next Steps

• Shareholders are encouraged to vote on the proposals by July 24, 2025.
• The Annual Meeting will be held virtually on July 25, 2025, where the proposals will be formally presented and voted upon.
• If approved, the Board of Directors will determine the specific ratio for the reverse stock split and may proceed with its implementation or abandonment.

Key Dates

Recommendation

Keywords

Catheter Precision, VTAK, Proxy Statement, Annual Meeting, Reverse Stock Split, Share Issuance, Warrants, Convertible Preferred Stock, Corporate Governance, Shareholder Vote, SEC Filing, Dilution, NYSE American