Form 8-K - Current report

0001716621false00017166212024-07-012024-07-01iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

July 1, 2024

 

Catheter Precision, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-38677		38-3661826
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1670 Highway 160 West

Suite 205

Fort Mill, SC 29708

(Address of principal executive offices, including zip code)

 

[phone]

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

                                                 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	VTAK	NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2):

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

    

Item 1.01 Entry into a Material Definitive Agreement.

 

8% Short Term Promissory Note due August 30, 2024 (the “Note”)

 

On July 1, 2024, an entity controlled by David A. Jenkins, Executive Chair and Chief Executive Officer of Catheter Precision, Inc. (the “Company”), loaned $250,000 to the Company in exchange for the Note. The Note has a maturity date of August 30, 2024, and bears interest at the rate of 8% per annum.  This loan is in addition to the $500,000 loaned by Mr. Jenkins to the Company in May 2024 and the $150,000 loaned by an entity controlled by Mr. Jenkins to the Company in June 2024.

 

The Note and the debt evidenced thereby, including all principal and interest, accelerate and become immediately due and payable upon the occurrence of certain customary events of default, including failure to pay amounts owing when due, material breach of representations or warranties by us (unless waived by Mr. Jenkins or cured within 10 days following notice) and/or certain events involving a discontinuation of our business or certain types of proceedings involving insolvency, bankruptcy, receivership and the like.

 

In addition to his roles as a director and officer of the Company, Mr. Jenkins and his affiliates beneficially own over 10% of the common stock of the Company, Series X Preferred convertible into over 8 million shares of Company common stock (subject to certain conditions), stock options issued by the Company, and the rights to receive royalties on sales of our LockeT device equal to an aggregate 11.77% of net sales, as defined in the relevant agreements. Mr. Jenkins is a co-inventor of certain of our products and has previously assigned his rights in relation to those inventions to us. In addition, Missiaen Huck, Mr. Jenkins’ adult daughter, serves as our non-executive chief operating officer. For additional information see also Certain Relationships and Related Party Transactions in our proxy statement filed May 16, 2024.

 

The Note is expected to be repaid from any proceeds received by the Company in connection with its sale of securities pursuant to its registration statement on Form S-1, as amended, (Registration No. 333-279930) filed with the Securities and Exchange Commission.  A copy of the Note is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure in Item 1.01 above regarding the 8% Short Term Promissory Note due August 30, 2024, is incorporated by reference into this Item 2.03.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		8% Short Term Promissory Note Due August 30, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

2

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	CATHETER PRECISION, INC.
Date: July 1, 2024	By:	/s/ Margrit Thomassen
		Margrit Thomassen
		Interim Chief Financial Officer

 

3

 

null

Cover	Jul. 01, 2024
Cover [Abstract]
Entity Registrant Name	Catheter Precision, Inc.
Entity Central Index Key	0001716621
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jul. 01, 2024
Entity File Number	001-38677
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	38-3661826
Entity Address Address Line 1	1670 Highway 160 West
Entity Address Address Line 2	Suite 205
Entity Address City Or Town	Fort Mill
Entity Address State Or Province	SC
Entity Address Postal Zip Code	29708
City Area Code	973
Local Phone Number	691-2000
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	VTAK
Security Exchange Name	NYSE
Written Communications	false
Pre Commencement Issuer Tender Offer	false
Pre Commencement Tender Offer	false
Soliciting Material	false

---