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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
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Catheter Precision, Inc. |
(Exact name of registrant as specified in its charter) |
____________________
Delaware |
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001-38677 |
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38-3661826 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
1670 Highway 160 West
Suite 205
Fort Mill, SC 29708
(Address of principal executive offices, including zip code)
(973) 691-2000
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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 2.02. Results of Operations and Financial Condition.
On July 1, 2024, Catheter Precision, Inc. (the “Company”) issued a press release announcing its preliminary unaudited revenue for the second quarter and six months ended June 30, 2024. The full text of the press release is attached as Exhibit 99.1 to this Current Report on form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Issuance of Securities in Private Placement
On July 2, 2024, the Company issued 814,228 shares of its common stock in connection with the conversion of 1,303 shares of its outstanding Series A Convertible Preferred Stock. The conversion occurred on July 1, 2024. Each share of Series A Convertible Preferred Stock is convertible into approximately 625 shares of common stock. The common stock was issued pursuant to the exemption contained in Section 3(a)(9) of the Securities Act of 1933, as amended (the "Act"), which applies to transactions in which a security is exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. The shares issued have been registered for resale on an effective registration statement on Form S-1.
Item 8.01. Other Events.
Reverse Stock Split
The Company intends to effect a reverse stock split of its common stock at a ratio of 1 post-split share for every 10 pre-split shares. The reverse stock split will become effective at 12:01 A.M. Eastern Time, on July 15, 2024. The Company's common stock will continue to be traded on the NYSE American under the symbol “VTAK” and will begin trading on a split-adjusted basis when the market opens on July 15, 2024. The new CUSIP number for the Company’s common stock following the reverse stock split will be 74933X 609.
At a special meeting of stockholders held on July 3, 2024, the Company's stockholders granted the Company's Board of Directors the discretion to effect a reverse stock split of the Company's common stock through an amendment to its Amended and Restated Certificate of Incorporation, as amended, at a ratio of not less than 1-for-5 and not more than 1-for-15, with such ratio to be determined by the Company's Board of Directors. The Board of Directors of Company approved the final split ratio of 1-for-10 and the effective date of July 15, 2024.
At the effective time of the reverse stock split, every 10 shares of the Company's issued common stock will be converted automatically into one issued share of common stock without any change in the par value per share. Stockholders holding shares through book entry on the Company’s records will have their shares automatically adjusted to reflect the 1-for-10 reverse stock split. It is not necessary for stockholders holding shares of the Company's common stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with the reverse stock split, although stockholders may do so if they wish.
The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. No fractional shares of common stock will be issued in connection with the reverse split. Stockholders of record who otherwise would be entitled to receive fractional shares, will be entitled to receive their pro rata portion of the net proceeds obtained from the aggregation and sale by the exchange agent of the fractional shares resulting from the reverse stock split (reduced by any customary brokerage fees, commissions and other expenses).
The reverse stock split will reduce the number of issued shares of the Company's common stock from 8,387,631 shares to approximately 838,763 shares. Proportional adjustments will be made to the number of shares of the Company's common stock issuable upon exercise or conversion of the Company’s equity awards and warrants and other convertible securities, as well as the applicable exercise price, to the extent applicable. Stockholders whose shares are held in brokerage accounts should direct any questions concerning the reverse stock split to their broker. All stockholders of record may direct questions to the Company's transfer agent, Equiniti Trust Company, via email at https://equiniti.com/us/ast-access/individuals and select GET HELP or by telephone at (800) 937-5449 or (718) 921-8124.
Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 16 2024, which is available free of charge at the SEC’s website, www.sec.gov, and on the Company’s website at https://catheterprecision.com.
The Company reserves the right to abandon the reverse stock split at any time prior to its effectiveness, and there is no guarantee that it will become effective.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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Description |
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104 |
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Cover Page Interactive Data File (formatted as inline XBRL) |
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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 3, 2024 | By: | /s/ Margrit Thomassen | |
|
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Margrit Thomassen | |
| Interim Chief Financial Officer and Secretary | |||
4 |
EXHIBIT 99.1
Catheter Precision, Inc. (NYSE American: VTAK) Reports Preliminary Unaudited Revenue for the Second Quarter and Six Months Ended June 30, 2024
15% Quarter Over Quarter Growth – Initial Sales of LockeT Recorded
Fort Mill, SC, July 1, 2024 – Catheter Precision, Inc. (NYSE/American: VTAK) a MedTech company pioneering products in the growing field of cardiac electrophysiology, including its VIVO™ and LockeT product(s), releases Q2 Revenue for the quarter ending June 30, 2024.
Catheter Precision, Inc. recognized its first sales of LockeT in the quarter ending June 30, 2024 resulting in revenue of $40,500. An additional $54,340 of revenue was recognized in the quarter ending June 30, 2024 for sale of VIVO products. Total revenue for the quarter and six months ended June 30, 2024 was $94,840 and $176,923, respectively.
“We are pleased to announce these preliminary unaudited revenues”, said David Jenkins, CEO and Executive Chairman of Catheter Precision. “The very initial results of the onboarding of our new sales team, completed with the hire of Marie Claude Jaques as our new Chief Commercial Officer during May, are showing promise. The pipeline of potential customers is established and growing, giving us good insight for future revenue growth.”
About VIVO
Catheter Precision’s VIVO™ (View Into Ventricular Onset), is a non-invasive 3D imaging system that enables physicians to identify the origin of ventricular arrhythmias pre-procedure, thereby streamlining workflow and reducing procedure time. VIVO has received marketing clearance from the U.S. FDA and has the CE Mark.
About LockeT
Catheter Precision’s LockeT is a suture retention device intended to assist in hemostasis after percutaneous venous punctures. LockeT is a Class 1 device registered with the FDA.
About Catheter Precision
Catheter Precision is an innovative U.S.-based medical device company bringing new solutions to market to improve the treatment of cardiac arrhythmias. It is focused on developing groundbreaking technology for electrophysiology procedures by collaborating with physicians and continuously advancing its products.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to substantial risk and uncertainties. Forward-looking statements can be identified by words such as “believe,” “anticipate,” “may,” “might,” “can,” “could,” “continue,” “depends,” “expect,” “expand,” “forecast,” “intend,” “predict,” “plan,” “rely,” “should,” “will,” “may,” “seek,” “would,” “forward,” or the negative of these terms and other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements include, but are not limited to, statements that the very initial results of the onboarding of our new sales team, completed with the hire of Marie Claude Jaques as our new Chief Commercial Officer during May, are showing promise and that the pipeline of potential customers is growing, giving us good insight for future revenue growth. The Company’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks and changes in circumstances, including but not limited to the risk that members of the EP community and other doctors and hospitals will fail to recognize VIVO’s value or for other reasons will prefer other methodologies and/or products, including the products of our current competitors as well as possible new and emerging competing products of which we are not yet aware; the risk that customers and new distributors, including Hamad Medical Corporation, which has not entered into a long term purchasing contract with us, may not make additional purchases in the future, and that our business relationship with them and/or other distributors and/or persons in Qatar and elsewhere in the Middle East could be disrupted by the armed conflict in Israel and the Gaza strip and/or changes in U.S. international relations and/or related geopolitical changes; and other risks and uncertainties attendant to our business included under the caption “Risk Factors” in the Company’s Form 10-K and other SEC filings available at www.sec.gov. These additional risks and uncertainties include, but aren’t limited to, risks that our cash needs will continue to exceed our liquidity, we will not be able to reach profitability unless we are able to achieve our product expansion and growth goals, our research and development and commercialization efforts may depend on entering into agreements with corporate collaborators, we have entered into joint marketing agreements with respect to our products, and may enter into additional joint marketing agreements, that will reduce our revenues from product sales, royalty agreements with respect to our LockeT device will reduce any future profits from this product, if we experience significant disruptions in our information technology systems, our business may be adversely affected, litigation and other legal proceedings may adversely affect our business, if we make acquisitions or divestitures, we could encounter difficulties that harm our business, failure to attract and retain sufficient qualified personnel could also impede our growth, failure to maintain effective internal controls could cause our investors to lose confidence in us and adversely affect the market price of our common stock, we have determined that our internal controls and disclosure controls were not effective as of December 31, 2023 and March 31, 2024, and as a result, without effective remediation of the material weaknesses that we have identified, we may not be able to accurately report our financial results or prevent fraud, our revenues may depend on our customers’ receipt of adequate reimbursement from private insurers and government sponsored healthcare programs, we may be unable to compete successfully with companies in our highly competitive industry, many of whom have substantially greater resources than we do, our future operating results depend upon our ability to obtain components and finished product in sufficient quantities on commercially reasonable terms or according to schedules, prices, quality and volumes that are acceptable to us, and suppliers may fail to deliver components or finished product, or we may be unable to manage these components or product procurement effectively or obtain these components or products on such terms, if hospitals, physicians and patients do not accept our current and future products or if the market for indications for which any product candidate is approved is smaller than expected, we may be unable to generate significant revenue, if any, our medical device operations are subject to pervasive and continuing FDA regulatory requirements, our products may be subject to potential product liability risks as well as additional recalls, revocations or suspensions after receiving FDA or foreign approval or clearance, which could divert managerial and financial resources, harm our reputation, and adversely affect our business, changes in trade policies among the U.S. and other countries, in particular the imposition of new or higher tariffs, could place pressure on our average selling prices as our customers seek to offset the impact of increased tariffs on their own products, increased tariffs or the imposition of other barriers to international trade could have a material adverse effect on our revenues and operating results. The risks and uncertainties described above may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty, or other pandemics, disruptions to our ability to conduct business overseas, including to our supply chain, from the Ukraine war, the Israeli-Hamas armed conflict and other ongoing hostilities and instabilities in the Middle East and elsewhere, and ongoing volatility in the stock markets and the U.S. economy in general.
CONTACTS:
At the Company
David Jenkins
973-691-2000
IR@catheterprecision.com
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