UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 29, 2024
Catheter Precision, Inc. |
(Exact name of registrant as specified in its charter) |
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Delaware |
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001-38677 |
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38-3661826 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
1670 Highway 160 West – Suite 205, Fort Mill, SC 29708
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (973) 691-2000
Not Applicable
(Former name or former address, if changes since last report.)
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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)) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock |
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VTAK |
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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 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).
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
On October 29, 2024, Catheter Precision, Inc., a Delaware corporation (the “Company”), entered into a waiver agreement with the Jenkins Family Charitable Institute, a family charitable entity (the “Institute”), which provided that the beneficial ownership limitation contained in pre-funded warrants held by the Institute was waived by the parties. Prior to the waiver, the Institute was prohibited from exercising the pre-funded warrants in full because they contained a beneficial ownership limitation that prevented the Institute from exercising them to the extent that its beneficial ownership of Company common stock would exceed 9.99%. Following the waiver, the Institute exercised its pre-funded warrants in full to acquire an additional 235,000 shares of Company common stock for aggregate additional consideration of $23.50, bringing its beneficial ownership of Company common stock to 6.32%. The trustee of the Institute is the daughter of David Jenkins, the Company’s Chairman of the Board and Chief Executive Officer, and the waiver and the waiver agreement were approved in advance by the Company’s Board Audit Committee. A copy of the waiver agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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CATHETER PRECISION, INC. |
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Date: October 30, 2024 |
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/s/ Margrit Thomassen |
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Margrit Thomassen |
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Interim Chief Financial Officer and Secretary |
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EXHIBIT 10.1
WAIVER AGREEMENT
This Waiver Agreement is entered into between Catheter Precision, Inc., a Delaware corporation (the “Company”), and the Jenkins Family Charitable Institute, a family charitable entity formed in the state of Louisiana (the “Institute”), effective October 29, 2024.
The Institute is the holder of 235,000 pre-funded warrants (the “Warrants”) of the Company which were acquired from the Company in an underwritten public offering on September 3, 2024. The Warrants were issued in uncertificated form, and the Institute is the record holder of the Warrants as shown on the records of the Company. Section 2(e) of the Warrants contains a beneficial ownership limitation which prohibits the Institute from exercising the Warrants to the extent that it would beneficially own more than 9.99% of the Company’s outstanding common stock immediately after the exercise. The Institute has requested that the Company waive this beneficial ownership limitation and allow the Institute to exercise all of its Warrants to purchase an aggregate of 235,000 shares of Company common stock. In consideration of this waiver, the Institute has agreed to exercise all of its Warrants and to provide the Company with the aggregate exercise price for the Warrants as soon as reasonably commercially feasible.
In consideration of the foregoing, the Company does hereby waive the beneficial ownership limitation contained in Section 2(e) of the Warrants, and authorizes the Institute to exercise the Warrants in full to purchase 235,000 shares of Company common stock.
This Waiver Agreement shall not apply to or impact any other outstanding warrant agreements of the Company.
In witness whereof, this Waiver Agreement is executive by the parties set forth below, effective October 29, 2024.
| Catheter Precision, Inc. |
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| By: | /s/ Margrit Thomassen |
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| Its: | Interim CFO |
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| Date: | October 29, 2024 |
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Accepted and Agreed to:
Jenkins Family Institute
By: | /s/ Casey Jenkins |
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Its: | Trustee |
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Date: | October 29, 2024 |
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