Catheter Precision Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events

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Item 5.07 Submission of Matters to a Vote of Security Holders. 

 

On July 25, 2025, the Company held an Annual Meeting of stockholders at which, of the 12,593,873 shares of the Company’s common stock outstanding as of June 5, 2025, the record date for the Annual Meeting, 5,811,956 shares of common stock were represented, either in person or by proxy, constituting, of the shares entitled to vote, approximately 46.1% of the outstanding shares of common stock. 

 

At the Annual Meeting, the Company’s stockholders considered six proposals, which are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 9, 2025. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Catheter Precision, Inc. (VTAK) (the “Company”) today announced a reverse stock split of its issued and outstanding common stock, par value $0.0001 per share, at a ratio of one (1) share of common stock for every nineteen (19) shares of common stock outstanding, that will become effective as of 12:01 a.m. (Eastern Time) on August 15, 2025 (the “Effective Date”). The Company’s common stock is expected to begin trading on a split-adjusted basis when the market opens on August 15, 2025. At the Company’s Annual Meeting of Stockholders held on July 25, 2025, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s common stock, at a ratio within the range of 1-for-5 to 1-for-19, inclusive. The Company’s board of directors approved a 1-for-19 reverse split ratio, and the Company will file a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect the reverse stock split effective August 15, 2025. The Company’s common stock will continue to trade on the NYSE American under the stock ticker “VTAK” but will trade under the new CUSIP number 74933X 708.

 

The reverse stock split is being implemented for the reasons discussed in the Company’s proxy statement for its annual meeting of stockholders held on July 25, 2025, including without limitation, to ensure that the Company continues to meet the minimum bid price requirement for continued listing on the NYSE American, its current exchange.

 

As a result of the reverse stock split, each nineteen (19) pre-split shares of common stock outstanding will automatically combine into one (1) new share of common stock without any action on the part of the holders, and the number of outstanding common shares will be reduced from approximately 23.3 million shares to approximately 1.2 million shares without taking into account fractional shares. No fractional shares will be issued as a result of the reverse stock split. All fractional shares will be settled in cash. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the settlement in cash of fractional shares).  The Company’s authorized capital stock, consisting of 60 million shares of common stock and 10 million shares of preferred stock, will remain unchanged.

 

Stockholders who hold their shares in uncertificated form or in brokerage accounts or “street name” are not required to take action to implement the exchange of their shares.

 

 

Catheter Precision wishes to inform readers that forward-looking statements contained herein are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including, but not limited to, statements regarding the Company’s ability to maintain compliance with NYSE American’s continued listing requirements and the timing of the reverse stock split and related matters, are forward-looking statements. We generally identify forward-looking statements by using words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances). Readers are cautioned that such forward-looking statements involve risks and uncertainties including, without limitation, risks and uncertainties related to the reverse stock split having the desired effect, our ability to maintain compliance with NYSE American’s listing requirements, the potential de-listing of our shares on NYSE American, and the possibility that the reverse stock split and related post-split trading could be delayed or indefinitely postponed. For additional risk factors impacting our business, see the risk factors contained in our Form 10-K, as amended, for the year ended December 31, 2024.  Catheter Precision assumes no obligation, except to the extent required by law, to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

 

 

 

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.