Catheter Precision, Inc. 8-K

What Happened
Catheter Precision, Inc. (VTAK) announced on February 6, 2026 that it entered into a securities purchase agreement to raise $2,177,759 through a private placement (First Closing expected on or about February 9, 2026) of 392,608 common shares at $1.43/share and newly designated convertible preferred stock (Series C-1, C-2, C-3 and optional Series C-4). Concurrently the company agreed to acquire 19.98% of Fly Flyte, Inc. (FLYTE) from SEG Jets LLC in exchange for issuing 5,250 shares of Series D convertible preferred stock (aggregate stated consideration of $5.25 million). Several closings, conversion-price mechanisms, a required stockholder vote and SEC registration steps are conditions to full implementation.

Key Details

• Private placement gross proceeds at First Closing: $2,177,759; common shares: 392,608 at $1.43 each.
• Preferred securities: Series C-1 (1,616.33 shares, convertible initially into up to 1,130,301 common shares), Series C-2 and C-3 (each 1,616.33 shares, $1,616,330 aggregate each), and an option for up to $39,233,333 aggregate of Series C-4 preferred in later closings. Conversion prices include caps, future 80%-of-market adjustments, customary anti-dilution adjustments and a company-waivable floor price.
• FLYTE transaction: acquisition from SEG Jets of 19.98% of FLYTE in exchange for 5,250 Series D preferred shares (stated value $1,000/share) — Series D conversion tied to the Applicable Price and subject to stockholder approval and other closing conditions.
• Corporate approvals and registrations required: stockholder approval (including a reverse stock split between 1-for-2 and 1-for-100) to permit certain share issuances under NYSE American Section 713, SEC effectiveness of a registration statement (registration to be filed within 30 days of First Closing and declared effective within prescribed timelines), and additional closing conditions for Series C-2/C-3/C-4 and Series D.
• Placement agent: Dawson James Securities engaged; no fee on first $3.85M raised, 7.7% cash fee on amounts raised above $3.85M.
• Related capital cleanup: the company also agreed to reduce Series B conversion/exercise prices to $1.78, resulting in cash proceeds of $400,621.04 and conversion such that Series B holders would collectively hold 9.99% post-conversion.

Why It Matters
This 8-K details a financing and an acquisition that could materially change Catheter Precision’s capital structure and ownership mix. The immediate First Closing provides modest cash (~$2.18M) intended to repay debt and support operations, while larger preferred issuances and the $5.25M-equivalent Series D tied to the FLYTE acquisition will depend on stockholder approvals, a possible reverse split, and SEC registration—any of which could dilute current common shareholders and require governance votes. Retail investors should watch (1) whether the stockholder votes (including the reverse split) pass, (2) SEC registration outcomes and effective dates, and (3) subsequent closings that could introduce significant additional preferred shares and conversion-related dilution.