Catheter Precision, Inc. 8-K

What Happened

• On February 12, 2026, Catheter Precision, Inc. (VTAK) announced it entered into Series J Exchange Agreements with David A. Jenkins and FatBoy Capital, LP to convert royalty rights and accrued royalty amounts into newly created Series J Convertible Preferred Stock. Pursuant to prior Debt Settlement Agreements, accrued royalties with a net present value of $9,489,487.81 as of December 31, 2025 were exchanged for 9,489.488 shares of Series J Preferred Stock (2,491.293 shares to David Jenkins and 6,998.195 shares to FatBoy Capital).
• The Company filed a Certificate of Designation (originally filed February 9, 2026 and corrected February 12, 2026) establishing the Series J terms: par value $0.0001, stated value $1,000 per share, and a fixed conversion price of $1.56 per share into common stock (subject to customary adjustments). The common stock closing price on December 31, 2025 equaled $1.56.

Key Details

• Total accrued royalty NPV exchanged: $9,489,487.81 (as of 12/31/2025).
• Series J shares issued: 9,489.488 (Company may issue up to 9,490 shares under the Certificate of Designation).
• Conversion terms: fixed conversion price $1.56 per common share; the Series J shares are convertible into a total of 6,083,005 common shares (approximately 641 common shares per Series J share) only if stockholder approval for issuing the underlying common stock is obtained under NYSE American rules.
• Related party: David A. Jenkins is the Company’s Executive Chairman and CEO; FatBoy Capital is controlled by Mr. Jenkins. The exchange terminates the royalty rights as of December 31, 2025.
• Securities treatment: Shares issued under an exemption from registration (Section 4(2)), will be “restricted securities,” and holders are accredited investors.

Why It Matters

• This transaction removes the Company’s accrued royalty obligation (nearly $9.49 million NPV) by converting it into preferred equity, improving its balance sheet cash-flow obligations tied to those royalties.
• If stockholders approve issuance of the underlying common shares, the Series J could convert into over 6 million common shares, which would increase the Company’s outstanding common stock and could dilute existing common shareholders. Conversion is contingent on stockholder approval, though Series J will automatically convert upon certain fundamental transactions.
• The deal involves the Company’s CEO and an entity he controls, so investors should note the related‑party nature of the exchange.
• Shares are restricted and issued under a private-exemption, so they won’t be freely tradable immediately. A press release about the transactions was furnished on February 12, 2026.