SEC Form SC 13D filed by Catheter Precision Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Does not include warrants to purchase 1,735,000 shares of common stock which are currently not exercisable due to beneficial ownership blockers.

** Based on 2,804,152 shares of common stock outstanding on September 4, 2024.

* Does not include warrants to purchase 1,735,000 shares of common stock which are currently not exercisable due to beneficial ownership blockers.  Does not include 262.256 shares of Series X Preferred Stock which are convertible into approximately 26,225 shares of common stock upon satisfaction of certain conditions that have not currently been met.

** Based on 2,804,152 shares of common stock outstanding on September 4, 2024.

Item 1. Security and Issuer

This Schedule 13D relates to the common stock, $0.0001 par value per share (the “Common Stock”), of Catheter Precision, Inc., a Delaware corporation (the “Company”). The principal executive office of the Company is located at:

1670 Highway 160 West

Suite 205

Fort Mill, SC 29708

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

Approximately $500,000 of funds held by the Jenkins Family Charitable Institute (the “Institute”) were used to purchase 265,000 common stock units and 235,000 pre-funded units of the Company in an underwritten public offering (the “Public Offering”) pursuant to an underwriting agreement dated August 30, 2024. Each common stock unit, priced at a public offering price of $1.00 per unit, consisted of one share of common stock, one warrant to purchase one share of common stock at an exercise price of $1.00 per share that expires on the six month anniversary of the date of issuance (a “Series H Warrant”), one warrant to purchase one share of common stock at an exercise price of $1.00 per share that expires on the eighteen month anniversary of the date of issuance (a “Series I Warrant”), and one warrant to purchase one share of common stock at an exercise price of $1.00 per share that expires on the five year anniversary of the date of issuance (a “Series J Warrant”). Each pre-funded unit, priced at a public offering price of $0.9999 per unit, consisted of one pre-funded warrant to purchase one share of common stock at an exercise price of $0.0001 per share that has no expiration date (a “Pre-Funded Warrant” and together with the Series H Warrants, Series I Warrants and Series J Warrants, the “Warrants”), one Series H Warrant, one Series I Warrant and one Series J Warrant. The Public Offering closed on September 3, 2024. Each of the Warrants contains a beneficial ownership blocker that currently prevents the Institute from exercising it to acquire additional shares of common stock.

Item 4. Purpose of Transaction

All acquisitions described in Item 3 above and Item 5 below were for investment purposes. The reporting persons may make additional open market purchases or sales or engage in estate planning or other transactions in Company common stock, from time to time.

The reporting persons have no present intent to take any action that would result in:

(a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company;

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any subsidiary thereof;

(c) a sale or transfer of a material amount of assets of the Company or any subsidiary thereof;

(d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Company;

(f) any other material change in the Company’s business or corporate structure;

(g) any changes in the Company’s charter, bylaws, or instruments corresponding thereto, or other actions which may impede the acquisition of control of the Company by any person;

(h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j) any action similar to any of those enumerated above.

Item 5.   Interest in Securities of the Issuer

(a)-(b) See the cover pages to this Amendment.

(c) The following transactions were effected by the reporting persons within 60 days prior to the date hereof:

See Item 3 above.

There were no other transactions in Company common stock effected by the reporting persons or the other persons listed in Item 2 within 60 days of the date hereof.

(d) None.

(e) Not applicable.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

See Item 3 above. There are no other contracts, arrangements, understandings, or relationships with respect to any securities of the Company, including but not limited to transfer or voting of any of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

Item 7.   Material to be Filed as Exhibits

Signature.

                After reasonable inquiry each of the undersigned certifies that to the best of his or her knowledge and belief the information set forth in this statement is true, complete and correct.

EXHIBIT A

                The undersigned each hereby certifies and agrees that the above Amendment to Schedule 13D concerning securities issued by Catheter Precision, Inc. is being filed on behalf of each of the undersigned.