Catheter Precision, Inc. 8-K

What Happened

• Catheter Precision, Inc. announced the closing of two preferred-stock issuances tied to financing and a recent acquisition. On April 21, 2026 the company closed the sale of 3,470 shares of newly designated Series C-2 Convertible Preferred Stock for aggregate gross proceeds of $3,470,000. Separately, on April 20, 2026 the company issued 11,028 shares of newly designated Series D Convertible Preferred Stock as consideration in its acquisition of Fly Flyte, Inc. Stockholder approval required under the NYSE American rules was obtained at a special meeting on April 15, 2026.

Key Details

• Series C-2: 3,470 shares issued; stated value $1,000/share; gross proceeds $3,470,000; closed April 21, 2026. Initial conversion price $0.883/share with a $0.35 floor (company may waive); customary anti-dilution and a beneficial ownership cap initially 4.99% (can be raised to 9.99% with 61 days’ notice).
• Series D: 11,028 shares issued as Flyte deal consideration (5,250 shares to SEG Jets; 5,778 shares to Creatd); stated value $1,000/share; closed April 20, 2026. Initial conversion price $1.1038/share, with post-registration adjustments and a $0.35 floor; same beneficial ownership limits and anti-dilution features.
• Legal/filings: Certificates of Designation for both series were filed with Delaware on April 17, 2026 (Exhibits 3.1 and 3.2). The Series C-2 sale used SPAs dated Feb 6 and Mar 6, 2026. Dawson James Securities served as placement agent for the Series C-2 offering; customary fees were paid.
• Securities Act exemption: Both issuances (and any common shares issuable on conversion) were made in private placements relying on Section 4(a)(2) and Rule 506(b) of Regulation D to accredited investors; transfer restrictions and legends apply.
• Use of proceeds: Net proceeds from the Series C-2 closing are intended for working capital and general corporate purposes.

Why It Matters

• Dilution and seniority: Both preferred series rank senior to common stock for dividends and liquidation; conversion into common stock will dilute existing common shareholders. The convertible terms (low conversion prices and ownership caps) make dilution possible if holders convert.
• Cash and deal consideration: The Series C-2 funding raised $3.47M for corporate use; the Series D issuance allowed Catheter Precision to complete the Flyte acquisition using preferred shares rather than cash, changing the company’s capital structure.
• Governance/rights: The new series carry specific conversion, anti-dilution and ownership-limitation provisions that investors should review (see Certificates of Designation) because they affect voting power, liquidation preference and potential future share supply.

Relevant keywords: preferred stock issuance, convertible preferred, Flyte acquisition, dilution, Series C-2, Series D, Catheter Precision.