Catheter Precision Inc. filed SEC Form 8-K: Other Events

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Date of Report (Date of earliest event reported):

 

 

 

(Exact name of registrant as specified in its charter)

 

 

 

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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):

 

 

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

 

 

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. ☐

 

 

 

 

The following dilution information is provided on this Form 8-K for purposes of incorporation by reference into our outstanding registration statements:

 

 

If you invest in our common stock at current market prices, your ownership interest will be diluted to the extent of the difference between the price per share of our common stock in this offering and the as adjusted net tangible book value per share of our common stock immediately after this offering.

 

As of March 31, 2025, our net tangible book value was $(15.8) million, or $(1.71) per share of our common stock, based upon 9,268,632 shares of common stock outstanding as of that date. After giving further effect to the issuance of 1,748,666 shares of common stock in April 2025, our pro forma net tangible book value as of March 31,2025 was $(15.84) million or $(1.44) per share based on 11,017,298 shares outstanding on an adjusted basis. Historical net tangible book value per share is equal to our total tangible assets, less total liabilities, divided by the number of outstanding shares of our common stock. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the net tangible book value per share of common stock immediately after this offering.

 

After giving effect to the pro forma adjustments above and our receipt of $1.2 million of estimated net proceeds (after deducting commissions and estimated offering expenses payable by us) from our sale of 4,333,333 shares of common stock in our current at the market offering at an assumed offering price of $0.30 per share (the last reported sale price of our common stock on the NYSE American on May 14, 2025), our pro forma as adjusted net tangible book value as of March 31, 2025 would have been $(14.6) million, or $(0.95) per share. This amount would represent an immediate increase in net tangible book value of $0.49 per share of our common stock to existing stockholders and an immediate and substantial dilution in net tangible book value of $(1.25) per share of our common stock to new investors purchasing shares of common stock at the assumed public offering price.

 

The following table illustrates this hypothetical dilution on a per share basis:

 

 

The information discussed above is illustrative only and will adjust based on the actual public offering price and other terms of any offering in which an investor participates, and will also be affected by any securities sold by us or selling stockholders, if any, in other offerings. An increase of $0.10 per share in the price at which the shares are sold from the assumed offering price of $0.30 per share shown in the table above, assuming common stock in the aggregate amount of 3,250,000 shares is sold at that price, would increase our pro forma as adjusted net tangible book value per share after our at the market offering to $(1.03) per share and would increase the dilution in net tangible book value per share to new investors to $(1.43) per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $0.10 per share in the price at which the shares are sold from the assumed offering price of $0.30 per share shown in the table above, assuming common stock in the aggregate amount of 6,500,000 shares is sold at that price, would decrease our pro forma as adjusted net tangible book value per share after the at the market offering to $(0.84) per share and would decrease the dilution in net tangible book value per share to new investors of $(1.04) per share, after deducting commissions and estimated aggregate offering expenses payable by us.

 

 

The foregoing table assumes for illustrative purposes that an aggregate of 4,333,333 shares of our common stock are sold at a price of $0.30 per share, the last reported sale price of our common stock on the NYSE American on May 14, 2025, for aggregate gross proceeds of $1,300,000. The shares sold in our at the market offering will be sold from time to time at various prices. The foregoing table also excludes the following as of that date:

 

 

 

 

 

 

To the extent that any outstanding stock options or warrants are exercised, preferred stock is converted, new stock options or warrants are issued, or we otherwise issue additional shares of common stock in the future at a price less than the offering price, there will be further dilution to new investors.

 

In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

 

 

 

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.