~~Registration~~Table ~~No.~~of ~~333-______~~Contents

As Filed with the Securities and Exchange Commission on June 22, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~UNDER~~CATHETER PRECISION, INC.

~~THE~~(Exact ~~SECURITIES~~Name ~~ACT~~of OFRegistrant ~~1933~~as Specified in its Charter)

Catheter Precision, Inc. (Exact name of registrant as specified in its charter)

Delaware

38-3661826

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Delaware		3841		38-3661826
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

1670 Highway 160 West, Suite 205

Fort Mill, SCSouth Carolina 29708

(973-) 691-2000

(Address, including zip code, and telephone number, ~~including area code of registrant’s principal executive offices)~~

including area code, of registrant’s principal executive offices)

David Jenkins

Executive Chairman of the Board

and Chief Executive Officer

Catheter Precision, Inc.

1670 Highway 160 West, Suite 205

Fort Mill, SC 29708

(973-) 691-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

BJeffrey M. ~~Joseph~~Quick, ~~Alley~~Esq. Quick Law Group PC 1035 Pearl Street, JrSuite 403 Boulder, CO 80302 (720) 259-3393 Rick A. Werner, Esq. ~~Arnall~~Alla ~~Golden~~Digilova, ~~Gregory~~Esq. Haynes and Boone, LLP ~~Suite~~30 ~~2100~~Rockefeller ~~171~~Plaza, ~~17th~~26th ~~Street~~Floor NWNew ~~Atlanta~~York, ~~Georgia~~New ~~30363-1031~~York 10112 (~~404~~212) ~~873~~659-~~8500~~7300

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of ~~the~~this ~~registration~~Registration ~~statement~~Statement.

If ~~any of~~ the only securities being registered on this ~~Form~~form are tobeing be offered ~~on a delayed or continuous basis~~ pursuant to ~~Rule~~dividend ~~415~~or ~~under~~interest ~~the~~reinvestment ~~Securities~~plans, ~~Act~~please ~~of 1933~~ check the following box. ☒ ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a ~~post-effective~~registration ~~amendment~~statement ~~filed~~ pursuant to ~~Rule~~General ~~462(d)~~Instruction ~~under~~I.D. ~~the~~or ~~Securities~~a ~~Act,~~post-effective ~~check~~amendment ~~the~~thereto ~~following~~that ~~box~~shall ~~and~~become ~~list~~effective ~~the~~upon ~~Securities~~filing ~~Act~~with ~~registration~~the ~~statement~~Commission ~~number~~pursuant ofto ~~the~~Rule ~~earlier~~462(e) ~~effective~~under ~~registration~~the ~~statement~~Securities ~~for~~Act, check the ~~same~~following ~~offering~~box. ☐

~~Indicate~~If bythis ~~check~~Form ~~mark whether the registrant~~ is a ~~large~~post-effective ~~accelerated~~amendment ~~filer,~~to ~~an accelerated filer,~~ a ~~non-accelerated~~registration ~~filer,~~statement afiled ~~smaller~~pursuant ~~reporting~~to ~~company,~~General orInstruction ~~an emerging growth company~~I.D. ~~See~~filed ~~the~~to ~~definitions~~register ofadditional ~~“large~~securities ~~accelerated~~or ~~filer,”~~additional ~~“accelerated~~classes ~~filer,”~~of ~~“smaller~~securities ~~reporting~~pursuant ~~company,”~~to ~~and~~Rule ~~“emerging~~413(b) ~~growth~~under ~~company”~~the inSecurities ~~Rule~~Act, ~~12b-2~~check of the ~~Exchange~~following ~~Act~~box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this ~~Registration~~registration ~~Statement~~statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this ~~Registration~~registration ~~Statement~~statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

~~The~~Table ~~information~~of in this prospectus is not complete and may be changed. The Selling Stockholders may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted. Contents

~~SUBJECT~~The TOinformation ~~COMPLETION,~~in ~~DATED~~this ~~NOVEMBER~~prospectus ~~21,~~is ~~2024~~not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated June 22, 2026

PROSPECTUS

10Catheter Precision,~~695,962~~ ~~Shares of Common Stock~~ Inc.

~~This prospectus covers the offer and resale from time to time of up to 10~~68,~~695~~067,~~962~~042 ~~shares (the “~~Shares”) of common stock, par value $0.0001 per share, of Catheter Precision, Inc., a Delaware corporation (the “Company”), by the Selling Stockholders identified in this prospectus, including their transferees, pledgees or donees or their respective successors. The Shares offered by the Selling Stockholders consist of 10,695,962 shares of common stock underlying the Company’s Series K Common Stock Purchase Warrants (the “Series K Warrants”) that were issued to the selling stockholders (the “Selling Stockholders”) as part of the repricing of certain existing warrants (the “Warrant Repricing”) pursuant to October 25, 2024 warrant inducement offer letters (“Inducement Letters”) entered into with Selling Stockholders, as previously reported on the registrant’s Form 8-K filed October 25, 2024 (the “Repricing 8-K”). The Series K Warrants will not be exercisable until approval by the Company’s stockholders is obtained. They remain exercisable for 5.5 years thereafter, and have an exercise price of $0.70 per share, subject to adjustment.

~~Pursuant to the Inducement Letters~~68,067,042 ~~the~~shares ~~Company~~of ~~agreed~~our tocommon ~~file~~stock, apar ~~registration~~value ~~statement~~$0.0001 ~~with~~per ~~the~~share ~~Securities and Exchange Commission~~ (“~~Commission”~~Common ~~or “SEC~~Stock”). ~~that~~These ~~registers~~shares ~~the resale~~ of ~~the~~Common ~~Shares~~Stock onconsist ~~behalf~~ of ~~the Selling Stockholders as soon as reasonably practicable and in no event later than 30 calendar days following the date of the Inducement Letters.~~:

~~The~~● ~~Selling~~392,608 ~~Stockholders identified in this prospectus may offer the~~ shares of ~~common~~Common ~~stock~~Stock ~~pursuant to this prospectus from time to time through public or private transactions at fixed prices, at market prices prevailing at~~ (the ~~time~~“Common ~~of sale~~Shares”), atissued ~~prices~~pursuant ~~related~~ to ~~prevailing~~that ~~market~~certain ~~prices~~securities orpurchase atagreement ~~privately~~(the ~~negotiated~~“Initial ~~prices.~~Financing ~~The~~Purchase ~~Selling Stockholders may sell shares to or through underwriters~~Agreement”), ~~broker-dealers~~dated oras ~~agents, who may receive compensation in the form~~ of ~~discounts,~~February ~~concessions or commissions from the Selling Stockholders~~6, ~~the purchasers of the shares~~2026, ~~or both. For additional information on the methods of sale that may be used~~ by ~~the~~and ~~Selling~~among ~~Stockholders, see~~ the ~~section~~Company ~~entitled~~and ~~“Plan~~certain ofaccredited ~~Distribution”~~investors onnamed ~~page~~therein ~~20. For a list of~~ (the ~~Selling Stockholders, see the section entitled~~ “~~Selling~~Initial ~~Stockholders~~Purchasers” ~~on page 7.~~ );

We● ~~are~~9,914,286 ~~not~~shares ~~selling~~of ~~any~~Common Stock issuable upon the conversion of 3,470 shares (the “Series C-1 Preferred Shares”) of ~~common~~our ~~stock~~newly ~~under~~designated ~~this~~Series ~~prospectus~~C-1 Convertible Preferred Stock (the “Series C-1 Preferred Stock”), with a par value $0.0001 per share and ~~will~~stated ~~not~~value ~~receive~~of ~~any~~$1,000 ~~proceeds~~per ~~from~~share, ~~the~~issued ~~sale~~or byissuable pursuant to the ~~Selling~~Initial ~~Stockholders~~Financing ofPurchase ~~such~~Agreement ~~shares.~~and Wethat ~~are~~certain ~~paying~~securities purchase agreement (the ~~cost~~“Subsequent ofFinancing ~~registering~~Purchase Agreement” and, together with the ~~shares~~Initial ofFinancing ~~common~~Purchase ~~stock~~Agreement, ~~covered~~the by“Financing ~~this~~Purchase ~~prospectus~~Agreements”), dated as ~~well~~of asMarch ~~various~~9, ~~related~~2026, ~~expenses.~~by ~~The~~and ~~Selling~~among ~~Stockholders~~the ~~are~~Company ~~responsible~~and ~~for~~certain ~~all~~accredited ~~selling~~investors ~~commissions,~~named ~~transfer~~therein ~~taxes~~(the “Subsequent Purchasers” and, ~~other~~together ~~costs~~with ~~related~~the toInitial Purchasers, the ~~offer~~“Purchasers”), and ~~sale~~assuming ofa ~~their~~conversion ~~shares~~at a price per share equal to $0.35 (the “Floor Price”);

~~You~~● ~~should~~9,914,286 ~~carefully~~shares ~~read~~of ~~this~~Common ~~prospectus~~Stock ~~and~~issuable ~~any~~upon ~~amendments~~the orconversion ~~supplements~~of ~~accompanying~~3,470 ~~this~~shares ~~prospectus,~~(the ~~together~~“Series C-2 Preferred Shares”) of the Company’s newly designated Series C-2 Convertible Preferred Stock (the “Series C-2 Preferred Stock”), with ~~any~~par ~~documents~~value ~~incorporated~~$0.0001 byper ~~reference~~share ~~herein~~and orstated ~~therein~~value of $1,000 ~~before~~per ~~you~~share, ~~make~~issued ~~your~~or ~~investment~~issuable ~~decision.~~pursuant to the Financing Purchase Agreements and assuming a conversion at a price per share equal to the Floor Price;

~~The~~● ~~Selling~~9,914,286 ~~Stockholders~~shares ~~may~~of ~~sell~~Common ~~any,~~Stock ~~all~~issuable orupon ~~none~~the conversion of 3,470 shares (the ~~securities~~“Series ~~offered~~C-3 byPreferred ~~this~~Shares” ~~prospectus~~and, together with the Series C-1 Preferred Shares and weSeries doC-2 ~~not~~Preferred ~~know~~Shares, ~~when~~the or“Series inC ~~what~~Preferred ~~amount~~Shares”) of the ~~Selling~~Company’s ~~Stockholders~~preferred ~~may~~stock, ~~sell~~expected ~~their~~to ~~common~~be ~~shares~~designated ~~hereunder~~as ~~following~~Series C-3 Convertible Preferred Stock (the ~~effective~~“Series ~~date~~C-3 ofPreferred Stock” and, together with the ~~registration~~Series ~~statement~~C-1 Preferred Stock and Series C-2 Preferred Stock, the “Series C Preferred Stock”), with par value $0.0001 per share and stated value of ~~which~~$1,000 ~~this~~per ~~prospectus~~share, ~~forms~~issuable pursuant to the Financing Purchase Agreements and assuming a ~~part.~~conversion at a price per share equal to the Floor Price; and

~~Our~~● ~~common~~31,508,571 ~~stock~~shares isof ~~listed~~Common onStock issuable upon the ~~NYSE~~conversion ~~American~~of ~~under~~11,028 shares (the ~~symbol~~ “~~VTAK.~~Series D Preferred Shares” Onand, ~~November~~collectively 20with the Series C Preferred Shares, ~~2024~~the “Initial Preferred Shares”) of the Company’s newly designated Series D Convertible Preferred Stock (the “Series D Preferred Stock” and, together with the ~~last~~Series ~~reported~~C ~~sale~~Preferred ~~price~~Stock, ofthe ~~our~~“Initial ~~common~~Preferred ~~stock~~Stock”), ~~was~~with par value $0.420001 per share and stated value of $1,000 per share, which such shares of Series D Preferred Stock were issued or are issuable pursuant to (i) that certain securities purchase agreement (the “Initial Acquisition Purchase Agreement”), dated as of February 6, 2026, by and between the Company and SEG Jets SPV I LLC (“SEG Jets”), and (ii) that certain Stock Purchase Agreement (the “Subsequent Acquisition Purchase Agreement” and, together with the Initial Acquisition Purchase Agreement, the “Acquisition Purchase Agreements”; the Acquisition Purchase Agreements, together with the Financing Purchase Agreements, the “Purchase Agreements”), dated as of March 9, 2026, by and between the Company and Creatd, Inc. (“Creatd”), and assuming a conversion at a price per share equal to the Floor Price.

~~Investing~~Table ~~in our securities involves a high degree~~ of risk. See “Risk Factors” on page 4 of this prospectus and in the documents incorporated by reference in this prospectus, as updated by any applicable prospectus supplement, and other future filings we make with the Securities and Exchange Commission that are incorporated by reference into this prospectus, for a discussion of the factors you should consider carefully before deciding to purchase our securities. Contents

~~Neither~~● ~~the~~6,083,005 ~~Securities~~shares ~~and~~of ~~Exchange~~Common ~~Commission~~Stock ~~nor~~issuable ~~any~~upon ~~state~~the ~~securities~~conversion ~~commission~~of ~~has~~9,489.488 ~~approved~~shares orof ~~disapproved~~the ofCompany’s ~~these~~Series ~~securities~~J orConvertible ~~determined~~Preferred ifStock ~~this~~(the ~~prospectus~~“Series isJ ~~truthful~~Preferred orStock”), ~~complete~~par value $0.0001 ~~Any~~per ~~representation~~share toand ~~the~~stated ~~contrary~~value isof a$1,000 ~~criminal~~per ~~offense~~share, at an initial conversion price of $1.56 per share; and

~~The~~● ~~date~~340,000 shares of ~~this~~Common ~~prospectus~~Stock isissuable ~~_______~~upon the exercise of Series M Warrants to purchase Common Stock (the “Series M Warrants”) at an exercise price of $1.56 per share (subject to the Series M Stockholder Approval, ~~2024~~as defined herein).

iThe shares of Common Stock issuable upon the conversion of the Initial Preferred Shares are herein referred to as “Conversion Shares.”

The Conversion Shares and Common Shares (collectively, the “Securities”) were issued or will be issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder.

We are registering the resale of the Securities covered by this prospectus as required by (i) that certain Registration Rights Agreement, dated February 6, 2026, by and among the Company, the Initial Purchasers and SEG Jets (the “Initial Registration Rights Agreement”) and (ii) that certain Registration Rights Agreement, dated March 9, 2026, by and among the Company, the Subsequent Purchasers and Creatd (the “Subsequent Registration Rights Agreement” and, together with the Initial Registration Rights Agreement, the “Registration Rights Agreements”).

The selling stockholders will receive all of the proceeds from any sales of the shares offered hereby. We will not receive any of the proceeds, but we will incur expenses in connection with the offering.

The issuance of the shares of Common Stock covered by this prospectus could cause substantial dilution to our existing stockholders. The actual number of shares of Common Stock that we issue to the selling stockholders may be less than the aggregate number of shares covered by this prospectus. Please refer to risk factor entitled “The issuance of the shares of Common Stock covered by this prospectus could significantly increase the total number of shares of Common Stock issued and outstanding and thereby cause our existing stockholders to experience substantial dilution” on page 13 of this prospectus. For additional information on the terms of the Initial Preferred Shares including those terms which may affect the number of Conversion Shares that will be issued to the applicable holders, you should refer to the section of this prospectus entitled “Prospectus Summary—Private Placement Financing” and “Prospectus Summary—Private Placement Acquisition.”

Our registration of the shares of Common Stock covered by this prospectus does not mean that the selling stockholders will offer or sell any of such shares of Common Stock. The selling stockholders named in this prospectus, or their donees, pledgees, transferees or other successors-in-interest, may resell the shares of Common Stock covered by this prospectus through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the possible methods of sale that may be used by the selling stockholders, you should refer to the section of this prospectus entitled “Plan of Distribution.”

Any shares of Common Stock subject to resale hereunder will have been issued by us and acquired by the selling stockholders prior to any resale of such shares pursuant to this prospectus.

This prospectus describes the general manner in which the Securities may be offered and sold. If necessary, the specific manner in which the Securities may be offered and sold will be described in one or more supplements to this prospectus. Any prospectus supplement may add, update or change information contained in this prospectus. You should carefully read this prospectus, and any applicable prospectus supplement, as well as the documents incorporated by reference herein or therein before you invest in any of our securities.

No underwriter or other person has been engaged to facilitate the sale of the Common Stock in this offering. We will bear all costs, expenses and fees in connection with the registration of the Common Stock. The selling stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the Common Stock.

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Our Common Stock is listed on the NYSE American under the symbol “VTAK.” On June 18, 2026, the last reported sales price for our Common Stock was $0.84 per share.

Investment in our Common Stock involves risk. See “Risk Factors” contained in this prospectus, in our periodic reports filed from time to time with the Securities and Exchange Commission, which are incorporated by reference in this prospectus and in any applicable prospectus supplement. You should carefully read this prospectus and any applicable prospectus supplement, together with the documents we incorporate by reference, before you invest in our Common Stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

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TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS	1
ABOUT THIS PROSPECTUS		1
PROSPECTUS SUMMARY	2
PROSPECTUS SUMMARY		2
THE OFFERING	11
RISK FACTORS	12	4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	16	5
USE OF PROCEEDS	16	6
SELLING STOCKHOLDERS	16	7
DESCRIPTION OF CAPITAL STOCK		12
PLAN OF DISTRIBUTION	23
PLAN OF DISTRIBUTION		20
LEGAL MATTERS	25
LEGAL MATTERS		21
EXPERTS	25
EXPERTS		21
WHERE YOU CAN FIND MORE INFORMATION	25
WHERE YOU CAN FIND ADDITIONAL INFORMATION		22
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	26
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		22

ii Table of Contents

ABOUT THIS PROSPECTUS

WeThis ~~urge~~prospectus ~~you~~is topart ~~read~~of ~~carefully~~the ~~this~~registration ~~prospectus,~~statement ~~together~~that we filed with the ~~information~~Securities ~~incorporated~~and ~~herein~~Exchange byCommission ~~reference~~(the as“SEC”) ~~described~~pursuant ~~under~~to which the ~~heading~~selling ~~“Where~~stockholders ~~You~~named ~~Can~~herein ~~Find~~may, ~~Additional~~from ~~Information~~time to time,” ~~before~~offer ~~buying~~and ~~any~~sell or otherwise dispose of the ~~securities~~shares ~~being~~of ~~offered~~our Common Stock covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus.

~~You~~This ~~should~~prospectus ~~rely~~and ~~only on~~ the ~~information~~documents ~~contained or~~ incorporated by reference ininto this prospectus. Weinclude ~~and~~important ~~the~~information ~~Selling~~about ~~Stockholders~~us, ~~have~~the ~~not~~securities ~~authorized~~being ~~any~~offered and other ~~person~~information ~~to provide~~ you ~~with~~should ~~different~~know ~~information.~~before Ifinvesting ~~anyone~~in ~~provides~~our ~~you~~securities. ~~with~~You ~~different or inconsistent information, you~~ should not ~~rely~~assume onthat ~~it.~~the ~~This~~information ~~prospectus~~contained ~~may~~in ~~only~~this beprospectus ~~used~~is ~~where~~accurate iton isany ~~legal~~date subsequent to ~~offer~~the ~~and~~date ~~sell~~set ~~shares~~forth ofon ~~our~~the ~~common~~front ~~stock.~~cover Ifof itthis isprospectus ~~against~~or ~~the~~that ~~law~~any ininformation ~~any~~we ~~jurisdiction~~have toincorporated ~~make~~by anreference ~~offer~~is tocorrect ~~sell~~on ~~these~~any ~~shares,~~date orsubsequent to ~~solicit~~the andate ~~offer~~of ~~from~~the ~~someone~~document toincorporated ~~buy~~by ~~these shares~~reference, ~~then~~even though this prospectus ~~does~~is ~~not~~delivered ~~apply~~or toshares ~~any~~of ~~person~~Common inStock ~~that~~are ~~jurisdiction,~~sold ~~and~~or nootherwise ~~offer~~disposed orof ~~solicitation~~on isa ~~made~~later bydate. ~~this~~It ~~prospectus~~is toimportant ~~any~~for ~~such~~you ~~person.~~to ~~You~~read ~~should~~and ~~assume~~consider ~~that~~all ~~the~~ information ~~appearing~~contained in this prospectus, isincluding ~~accurate~~the ~~only~~documents asincorporated ofby ~~the~~reference ~~date~~therein, onin ~~the~~making ~~front~~your ~~cover~~investment ofdecision. ~~this~~A prospectus supplement may add to, ~~regardless~~update ofor change the ~~time~~information ofcontained ~~delivery~~in of this prospectus. orYou ofshould ~~any~~read ~~sale~~both ofthis ~~common~~prospectus ~~stock.~~and ~~Our~~any ~~business,~~applicable ~~financial~~prospectus ~~condition,~~supplement ~~results~~together ofwith ~~operations~~additional ~~and~~information ~~prospects~~described ~~may~~below ~~have~~under ~~changed~~the ~~since~~headings ~~such~~“Where ~~date.~~You ~~Information~~Can ~~contained~~Find onMore ~~our~~Information” ~~website~~and is“Incorporation ~~not~~of aCertain ~~part~~Information ofby Reference” in this prospectus.

AYou should rely only on this prospectus and the applicable prospectus supplement ~~may~~and ~~add~~the ~~to,~~information ~~update~~incorporated or ~~change~~deemed to be incorporated by reference in this prospectus. We have not, and the selling stockholders have not, authorized anyone to give any information or to make any representation to you other than those contained or incorporated by reference in this prospectus. ~~You~~If anyone provides you with different or inconsistent information, you should ~~read~~not ~~both~~rely ~~this~~on it. This prospectus ~~and~~does not constitute an offer to sell or the solicitation of an offer to buy securities in any ~~applicable~~jurisdiction ~~prospectus~~to ~~supplement~~any ~~together~~person ~~with~~to ~~additional~~whom ~~information~~it ~~described~~is ~~below~~unlawful ~~under~~to ~~the~~make ~~heading~~such ~~“Where~~offer ~~You~~or ~~Can~~solicitation ~~Find~~in ~~Additional~~such ~~Information~~jurisdiction.”

~~This~~We ~~prospectus~~further ~~may~~note ~~contain~~that ~~references~~the torepresentations, ~~trademarks~~warranties ~~belonging~~and tocovenants ~~other~~made ~~entities.~~by ~~Solely~~us ~~for~~in ~~convenience,~~any ~~trademarks~~agreement ~~and~~that ~~trade~~is ~~names~~filed ~~referred~~as an exhibit to inany ~~this~~document ~~prospectus,~~that ~~including~~is ~~logos,~~incorporated ~~artwork~~by ~~and~~reference ~~other~~in ~~visual~~this ~~displays,~~prospectus ~~may~~were ~~appear~~made ~~without~~solely for the ®benefit orof ™the ~~symbols,~~parties ~~but~~to such ~~references~~agreement, ~~are not intended to indicate~~including, in ~~any~~some ~~way~~cases, ~~that~~for the ~~applicable~~purpose ~~licensor~~of ~~will~~allocating ~~not~~risk ~~assert,~~among to the ~~fullest~~parties ~~extent~~to ~~under~~such ~~applicable law~~agreements, ~~its~~and ~~rights~~should not be deemed to ~~these~~be ~~trademarks~~a ~~and~~representation, ~~trade~~warranty ~~names.~~or Wecovenant doto ~~not~~you. ~~intend~~Moreover, ~~our~~such ~~use~~representations, warranties or ~~display~~covenants ofwere ~~other~~accurate ~~companies’~~only ~~trade~~as ~~names~~of orthe ~~trademarks~~date towhen ~~imply~~made. aAccordingly, ~~relationship~~such ~~with~~representations, orwarranties ~~endorsement~~and orcovenants ~~sponsorship~~should ofnot usbe ~~by,~~relied ~~any~~on ~~other~~as ~~companies.~~accurately representing the current state of our affairs.

1Unless ~~Table~~otherwise indicated, information contained or incorporated by reference in this prospectus concerning our industry, including our general expectations and market opportunity, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of ~~Contents~~our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily uncertain due to a variety of factors, including those described in “Risk Factors” beginning on page 12 of this prospectus. These and other factors could cause our future performance to differ materially from our assumptions and estimates.

PROSPECTUS SUMMARY This summary highlights important features of this offering and the information contained elsewhere in or incorporated by reference into this prospectus. Because this is only a summary, it does not contain all of the information that you should consider before investing in our securities. You should carefully read this entire prospectus and any applicable prospectus supplement, including the information contained under the heading “Risk Factors” and all other information included or incorporated by reference into this prospectus and any applicable prospectus supplement in their entirety before you invest in our securities. Unless otherwise stated, all references in this prospectus to “we,” “us,” “our,” the “Company,” “Catheter Precision” and similar designations refer to Catheter Precision, Inc. and all entities included in our financial statements. Company Overview We (together with our consolidated operating subsidiary, the “Company” or “Catheter”) were incorporated in California on September 4, 2002, and reincorporated in Delaware in July 2018. The Company was initially formed to develop, commercialize and market an excimer laser-based platform for use in the treatment of vascular and dermatological immune-mediated inflammatory diseases, including the DABRA product line. On January 9, 2023, the Company merged with Catheter Precision, Inc., or “Old Catheter”, a privately-held Delaware corporation (the “Merger”), and the business of Old Catheter became a wholly owned subsidiary of the Company, which today is our only operating subsidiary. Prior to the Merger with Old Catheter, we operated under the name Ra Medical Systems, Inc. Following the Merger, we discontinued the Company’s legacy lines of business and the use of any of its DABRA-related assets. For further information about these historical lines of business, see “Item 1. Business” of the Company’s Form 10-K for the fiscal year ended December 31, 2021. Since the Merger, we have shifted the focus of our operations to Old Catheter’s product lines, and effective August 17, 2023, we changed our name to Catheter Precision, Inc. Accordingly, our current activities primarily relate to Old Catheter’s historical business which comprises the design, manufacture and sale of new and innovative medical technologies focused in the field of cardiac electrophysiology, or “EP.” Our two primary products include the VIVO System and LockeT. The VIVO System, which is an acronym for View into Ventricular Onset System (“VIVO” or “VIVO System”), is a non-invasive imaging system that offers 3D cardiac mapping to help with localizing the sites of origin of idiopathic ventricular arrhythmias in patients with structurally normal hearts prior to EP procedures. Our newest product, LockeT, is a suture retention device indicated for wound healing by distributing suture tension over a larger area in the patient in conjunction with standard of care closure techniques. LockeT is intended to temporarily secure sutures and aid clinicians in locating and removing sutures efficiently. Our product portfolio also includes the Amigo® Remote Catheter System, or Amigo, a robotic arm that serves as a catheter control device. Prior to 2018, Old Catheter marketed Amigo. We own the intellectual property related to Amigo, and this product is under consideration for future research and development of a generation 2 product. Company Information Our principal executive offices are located at 1670 Highway 160 West, Suite 205, Fort Mill, SC 29708, and our telephone number is 973-691-2000. Our corporate website address is ir.catheterprecision.com. Our website and the information contained on, or that can be accessed through, the website will not be deemed to be incorporated by reference in, and is not considered part of, this filing. You should not rely on any such information in making your decision whether to purchase our common stock. We make available free of charge through our website, at ir.catheterprecision.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus.

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THE OFFERING
Common stock offered by Selling Stockholders	Up to 10,695,962 shares of common stock, that are issuable upon the exercise of the Series K warrants that were privately issued pursuant to the Inducement Letter, upon closing of the Warrant Repricing.
Use of proceeds	We will not receive any proceeds from the sale of shares of common stock by the Selling Stockholders.
Offering price	The Selling Stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices. See “Plan of Distribution.”
Risk factors	You should read the “Risk Factors” section included in this prospectus, and the risk factors incorporated by reference in this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.
NYSE American symbol	“VTAK”
The Selling Stockholders may offer and sell up to 10,695,962 shares of our common stock. Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the Selling Stockholders for offer and resale, we are referring to the shares of common stock that may be issued upon exercise of Series K Warrants issued in the Warrant Repricing. When we refer to the Selling Stockholders in this prospectus, we are referring to the Selling Stockholder identified in this prospectus and its permitted transferees or other successors-in-interest that may be identified, to the extent required, in a supplement to this prospectus or a post-effective amendment to the registration statement of which this prospectus is a part.

PROSPECTUS SUMMARY

3This ~~Table~~summary provides an overview of ~~Contents~~selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you should consider before investing in our securities. You should carefully read the prospectus, any applicable prospectus supplement, the information incorporated by reference and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the information discussed under “Risk Factors” in this prospectus and the documents incorporated by reference and our financial statements and related notes that are incorporated by reference in this prospectus. In this prospectus, unless the context indicates otherwise, “Catheter,” the “Company,” the “registrant,” “we,” “us,” “our,” or “ours” refer to Catheter Precision, Inc. and its consolidated subsidiaries.

Overview

Catheter Precision, Inc. was incorporated in California on September 4, 2002, and reincorporated in Delaware in July 2018. Catheter was initially formed to develop, commercialize, and market its advanced excimer laser-based platform for use in the treatment of vascular and dermatological immune-mediated inflammatory diseases. On January 9, 2023, the Company merged with the former Catheter Precision, Inc. (“Old Catheter”), a privately held Delaware corporation (the “Merger”), which became a wholly owned subsidiary of the Company. Our current activities primarily relate to Old Catheter’s historical business, which comprises the design, manufacture and sale of new and innovative medical technologies focused on the field of cardiac electrophysiology (EP).

On February 17, 2025, the Company formed a new subsidiary, Cardionomix, Inc. ("Cardionomix"), to acquire certain assets previously held by Cardionomic, Inc. ("Cardionomic"), a third-party entity that had ceased operations. We own 82% of Cardionomix’s issued and outstanding common stock. Our Chief Executive Officer and Chairman of the board of directors of the Company (the “Board”) and certain of his affiliates own 12%, while the remaining 6% of the outstanding common stock was issued to certain third parties as finder's fees for the asset acquisition. On May 5, 2025, Cardionomix acquired certain assets primarily related to the Cardiac Pulmonary Nerve Stimulation ("CPNS") System previously held by Cardionomic. The CPNS System is a novel technology for the late-stage treatment of acute decompensated heart failure by stimulating the autonomic cardiac nerves to restore autonomic balance. The CPNS System is in development and has yet to obtain regulatory approval.

On June 20, 2025, the Company formed a new subsidiary, KardioNav, Inc. ("KardioNav"), to pursue the advancement, development, and commercialization of certain intellectual property assigned to KardioNav. The Company transferred certain intellectual property related to the VIVO System to KardioNav, while Chelak iECG, Inc. ("Chelak"), an unrelated third party, transferred certain patents related to a medical device designed to interface with implanted cardiac devices to KardioNav. KardioNav intends to integrate the VIVO mapping intellectual property with Chelak's assigned patents to develop a system that interfaces with implanted cardiac devices to enable improved pre-ablation mapping and more precise localization of arrhythmogenic tissue. Research and development activities in animals and humans have begun. The Company owns 57% of the subsidiary's issued and outstanding common stock, while Chelak owns 33% of the subsidiary’s issued and outstanding common stock. The Company's Chief Executive Officer and Chairman of the Board and certain of his affiliates own the remaining 10% of the subsidiary’s issued and outstanding common stock.

One of our two primary products is the View into Ventricular Onset (“VIVO” or “VIVO System”), which is a non-invasive imaging system that offers 3D cardiac mapping to help with localizing the sites of origin of idiopathic ventricular arrhythmias in patients with structurally normal hearts prior to EP procedures.

We have received FDA clearance to market and promote the VIVO System in the U.S. as a pre-procedure planning tool for patients with structurally normal hearts undergoing ablation treatment for idiopathic ventricular arrhythmias. VIVO allows for the acquisition, analysis, display and storage of cardiac electrophysiological data and maps for analysis by a physician. To date, VIVO has been utilized in more than 1,000 procedures in the U.S. and EU by over 30 physicians, with no reported device-related complications.

We have been cleared to label the VIVO System with the CE Mark in the EU and certain other countries. The CE Mark designation, which affirms the product’s conformity with European health, safety, and environmental protection standards, allows us to market that product in countries that are members of the EU and the European Free Trade Association. Catheter has commenced limited sales of the VIVO System in Europe and the UK through independent distributors. Catheter’s international distributors are supported by two EU-based full-time consultants.

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Our second and newest primary product, LockeT® (“LockeT”), is a suture retention device indicated for wound healing by distributing suture tension over a larger area in the patient in conjunction with a figure of eight suture closure. LockeT is intended to temporarily secure sutures and aid clinicians in locating and removing sutures efficiently. LockeT is a sterile Class I product that was registered with the FDA in the U.S. We recognized our first sale of LockeT in May 2024. In September 2024, we received notification of the issuance of our first LockeT patent in the country of China and we also completed a Middle East distribution agreement for LockeT.

In April 2025, we received notification of the issuance of our first LockeT patent in the U.S. by the United States Patent and Trademark Office. In April 2025, Catheter also obtained the CE Mark approval for LockeT, permitting the marketing and sale of LockeT in the European Union, Switzerland and Turkey. Since receipt of the CE Mark, we have signed agreements with new distributors in the United Kingdom, Italy, Spain, Portugal, Switzerland, the Middle East, South Africa and Brunei.

Clinical studies for LockeT began during the year ended December 31, 2023. The current studies are planned to show the product’s effectiveness and benefits, including faster wound closure and patient ambulation/discharge, potentially resulting in higher procedural volumes and lower costs for the healthcare provider and/or insurance payor. These clinical studies are intended to provide crucial data for marketing and to expand our indications for use with the FDA.

Our business strategy is to become a leading medical device company in the field of cardiac electrophysiology, and we are dedicated to developing and delivering electrophysiology products to provide patients, hospitals, and physicians with novel technologies and solutions to improve the lives of patients with cardiac arrhythmias. We aim to establish our products as integral tools used by cardiac electrophysiologists and their colleagues during ablation treatment of ventricular arrhythmias by reducing procedure time, patient complications and increasing procedural success.

Private Aviation

On February 6, 2026, we acquired an initial 19.98% equity interest in Fly Flyte, Inc. (“FLYTE”), and on March 9, 2026, we acquired the remaining 80.02% of the outstanding equity of FLYTE and 100% of the membership interests of Ponderosa Air, LLC. As a result of these transactions, we now own 100% of FLYTE and its consolidated subsidiaries, and our operations are organized and managed under two reportable segments: (i) cardiac electrophysiology and (ii) private aviation.

Through FLYTE, we operate a private aviation platform supported by a mobile application that facilitates access to private air travel. We generate private aviation revenue through two primary services. Our short-haul charter service, marketed as Hops, arranges regional charter flights using leased aircraft and dedicated pilots, generally servicing routes within 400 nautical miles of our base in Farmingdale, New York; for these flights, we act as principal and recognize revenue on a gross basis. Our brokerage service, marketed as Luxe, offers clients access to on-demand charters through a network of independent third-party aircraft operators; for these arrangements, we act as agent and recognize revenue on a net basis. We are also developing a local and regional air-taxi service intended to expand access to private aviation for middle-market travelers, and we have begun the regulatory approval process to operate in Canada, Mexico and the Caribbean.

For the three months ended March 31, 2026, our private aviation segment generated revenues of approximately $0.2 million. The FLYTE business has a limited operating history under our ownership, and our acquisition of, and entry into, the private aviation business is subject to a number of risks. See “Risk Factors — Risks Related to Our Private Aviation Business and the FLYTE Acquisition.”

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Private Placement Financing

On February 6, 2026, we entered into the Initial Financing Purchase Agreement with the Initial Purchasers for the issuance and sale in a private placement (the “Initial Private Placement Financing”) of an aggregate of (i) 392,608 Common Shares, at a per share purchase price of $1.43, and (ii) 1,617 shares of Series C-1 Preferred Stock, initially convertible into up to 1,130,769 shares of Common Stock, at an initial conversion price of $1.43 per share (together, the “Initial Securities”), subject to adjustment as described herein. The Initial Private Placement Financing closed on February 9, 2026 (the “Initial First Closing Date”).

On March 9, 2026, we entered into the Subsequent Financing Purchase Agreement with the Subsequent Purchasers for the issuance and sale in a private placement (the “Subsequent Private Placement Financing” and, together with the Initial Private Placement Financing, the “Private Placement Financings”) of an aggregate of 1,853 shares of Series C-1 Preferred Stock, initially convertible into up to 1,295,804 shares of Common Stock, at an initial conversion price of $1.43 per share (the “Subsequent Initial Securities”), subject to adjustment as described herein. The Subsequent Private Placement Financing closed on March 10, 2026 (the “Subsequent First Closing Date” and, together with the Initial First Closing Date, the “First Closing Dates”).

The closing of the Initial Securities (the “First Closing”) occurred on February 9, 2026 (the “First Closing Date”). The gross proceeds from the First Closing were $2,177,759, before estimated offering expenses payable by the Company. The closing of the Subsequent Initial Securities under the Subsequent Financing Purchase Agreement occurred on March 10, 2026, with gross proceeds of $1,853,000, before estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the First Closing and the closing of the Subsequent Initial Securities for the repayment of certain indebtedness of the Company. In addition, the Company intends to use (A) any remaining net proceeds in connection with the First Closing or the closing of the Subsequent Initial Securities, and (B) any net proceeds for any Additional Closing (as defined herein), for (i) general corporate purposes and working capital purposes, (ii) to unwind, wind down, divest, or otherwise restructure the Company’s legacy catheter business, including a potential going-private transaction or a spin off or wholesale shut-down, (iii) to satisfy, settle, eliminate, or otherwise resolve legacy liabilities and obligations and to simplify the Company’s capital structure, and (iv) to reduce operating expenses and cash burn and position of the Company as a streamlined public company with a clean and simplified balance sheet.

In connection with the Private Placement Financings, pursuant to an engagement letter (the “Engagement Letter”) with Dawson James Securities, Inc. (the “Placement Agent”) the Company engaged the Placement Agent to act as exclusive placement agent in connection with the Private Placement Financings, pursuant to which, the Company agreed to reimburse and pay certain expenses to the Placement Agent; provided that, such reimbursement and expenses will not be paid until such time that the Company has received $3,850,000 in gross proceeds from the Private Placement Financings. The Company has agreed to pay a 7.7% cash fee on all monies raised above $3,850,000; with no Placement Agent fee owed on the first $3,850,000 raised.

Each of the Financing Purchase Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Purchasers, including for liabilities under the Securities Act and other obligations of the parties and termination provisions. Among other covenants, each of the Financing Purchase Agreements requires the Company to hold a meeting of its stockholders at the earliest practical date, but in no event, no later than sixty (60) days following the Initial First Closing Date, for the purpose of obtaining approval by the Company’s stockholders of, (i) under Section 713 of the NYSE American LLC Company Guide (“Section 713”), the issuance of shares of Common Stock in excess of 19.99% of the Company’s issued and outstanding shares of Common Stock at prices below the “Minimum Price” (as defined in Section 713) as of the date of the Purchase Agreements pursuant to the terms of the Initial Preferred Stock, and (ii) a reverse stock split of the Company’s Common Stock at a ratio in the range of 1-for-2 to 1-for-100, with such ratio to be determined by the Board in its discretion and as disclosed in a public announcement (collectively, the “Stockholder Approval” and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”). The Stockholder Approval was obtained at a special meeting of stockholders held on April 15, 2026, with the Stockholder Approval Date occurring on April 15, 2026.

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Following the Stockholder Approval Date, the Series C-1 Preferred Stock conversion price was reduced to $0.883 per share (the “Series C-1 Conversion Price”). Following date on which the Registration Statement (as defined herein) is declared effective by the SEC (the date such Registration Statement is declared effective, the “Effective Date”), the conversion price will be reduced to equal the lower of (A) the conversion price on the trading day immediately prior to the Effective Date, and (B) 80% of the lower of (i) the official closing price of the Company’s Common Stock immediately prior to the applicable date of determination and (ii) the five (5)-day volume-weighted average price of the Common Stock immediately prior to such applicable date of determination (the “Applicable Price”), on the Effective Date; provided that, the Series C-1 Conversion Price may not be less than the Floor Price (the “Floor Price Condition”); provided further that, the Company may waive, in its sole discretion, the Floor Price Condition. In addition, the Series C-1 Preferred Stock conversion price is subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the like. Furthermore, subject to the rules and regulations of the Company’s principal trading market, the Company may at any time any shares of the Series C-1 Preferred Stock remain outstanding, with the prior written consent of the Required Holders (as defined in the Financing Purchase Agreement), reduce the then current Series C-1 Conversion Price to any amount and for any period of time deemed appropriate by the Board.

In addition, pursuant to each of the Financing Purchase Agreements, the Purchasers agreed to purchase (i) an aggregate of 3,470 shares of Series C-2 Preferred Stock, for an aggregate purchase price of $3,470,000, and (ii) an aggregate of 3,470 shares of Series C-3 Preferred Stock, for an aggregate purchase price of $3,470,000. The shares of Series C-2 Preferred Stock and Series C-3 Preferred Stock will be convertible into shares of Common Stock.

The closing of the Series C-2 Preferred Stock was subject to the Stockholder Approval. The Stockholder Approval having been obtained on April 15, 2026, the closing of the Series C-2 Preferred Stock occurred on April 21, 2026, and the Company issued an aggregate of 3,470 shares of Series C-2 Preferred Stock for aggregate gross proceeds of $3,470,000 with an initial conversion price equal to $0.883 (the “Series C-2 Conversion Price”). Following date on which the Registration Statement is declared effective by the SEC, the conversion price will be reduced to equal the lower of (A) eighty percent (80%) of (i) the Applicable Price on the closing date of the Series C-3 Preferred Stock, (ii) the Applicable Price on the Stockholder Approval Date, and (iii) the Applicable Price on the Effective Date and (B) lowest conversion price of outstanding shares of Preferred Stock (as defined herein), subject to the Floor Price Condition, which the Company may waive in its sole discretion. In addition, the Series C-2 Conversion Price will be subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the like. Furthermore, subject to the rules and regulations of the Company’s principal trading market, the Company may at any time any shares of Series C-3 Preferred Stock remain outstanding, with the prior written consent of the Required Holders (as defined in the Financing Purchase Agreement), reduce the then current Series C-2 Conversion Price to any amount and for any period of time deemed appropriate by the Board.

The Series C-3 Preferred Stock is subject to the satisfaction of customary closing conditions, including the Registration Statement (as defined herein) being declared effective the the SEC. The conversion price of the Series C-3 Preferred Stock will be equal to the lower of: (A) eighty percent (80%) of (i) the Applicable Price on the closing date of the Series C-3 Preferred Stock, (ii) the Applicable Price on the Stockholder Approval Date, and (iii) the Applicable Price on the Effective Date and (B) lowest conversion price of outstanding shares of Preferred Stock (as defined herein), subject to the Floor Price Condition, which the Company may waive in its sole discretion. In addition, the Series C-3 Preferred Stock conversion price will be subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the like. Furthermore, subject to the rules and regulations of the Company’s principal trading market, the Company may at any time any shares of Series C-3 Preferred Stock remain outstanding, with the prior written consent of the Required Holders (as defined in the Financing Purchase Agreement), reduce the then current conversion price to any amount and for any period of time deemed appropriate by the Board.

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Additionally, pursuant to each of the Financing Purchase Agreements, the Purchasers may elect in their sole discretion to purchase up to a total aggregate of $77,806,667.67 in stated value of shares of preferred stock, expected to be designated Series C-4 Convertible Preferred Stock (“Series C-4 Preferred Stock” and, together with the Initial Preferred Stock, the “Preferred Stock”), with a par value of $0.0001 per share and a stated value of $1,000 per share, in one or more closings. The conversion price of the Series C-4 Preferred Stock will be equal to the lower of: (A) eighty percent (80%) of (i) the Applicable Price on the closing date of the Series C-4 Preferred Stock, (ii) the Applicable Price on the Stockholder Approval Date, and (iii) the Applicable Price on the Effective Date and (B) lowest conversion price of any outstanding shares of Preferred Stock, subject to the Floor Price Condition, which the Company may waive in its sole discretion. The shares of Common Stock issuable upon conversion of the Series C-4 Preferred Stock are not being registered hereunder; the resale of such shares is required to be registered pursuant to a separate registration statement to be filed by the Company in accordance with the Registration Rights Agreements.

Pursuant to each of the Registration Rights Agreements, the Company is obligated to prepare and file a registration statement with the SEC registering the resale of the Common Stock issuable upon conversion of the Series C-4 Preferred Stock no later than 30 days following the closing date of any Series C-4 Preferred Stock (the “Series C-4 Closing Date”), and to use its best efforts to have such registration statement declared effective no later than the applicable Effectiveness Deadline (as defined in the applicable Registration Rights Agreement). As of the date of this prospectus, no shares of Series C-4 Preferred Stock have been issued and the Purchasers have made no commitment to purchase any Series C-4 Preferred Stock. There can be no assurance that any Series C-4 Closing Date will occur or that the Company will be required to file the Series C-4 registration statement.

Series J Convertible Preferred Stock

On February 12, 2026, the Company entered into Series J Exchange Agreements (the “Series J Exchange Agreements”) with David A. Jenkins, the Company’s Chief Executive Officer and Chairman of the Board of Directors (“Mr. Jenkins”), and FatBoy Capital, LP (“FatBoy”), an entity controlled and owned by Mr. Jenkins (together, the “Jenkins Holders”), pursuant to which the Company exchanged accrued and future royalty rights under the LockeT Royalty Agreement with a net present value of approximately $9,489,487.81 as of December 31, 2025 for an aggregate of 9,489.488 shares of its newly designated Series J Convertible Preferred Stock, par value $0.0001 per share and stated value of $1,000 per share (the “Series J Preferred Stock”), allocated as follows: (i) 2,491.293 shares to Mr. Jenkins and (ii) 6,998.195 shares to FatBoy. The Series J Certificate of Designations was filed with the Delaware Secretary of State on February 9, 2026, as corrected on February 12, 2026 (the “Series J Certificate of Designations”). All 9,489.488 shares of Series J Preferred Stock were issued and outstanding as of December 31, 2025, March 31, 2026, and the date of this prospectus, and all such shares are held by the Jenkins Holders.

The Series J Preferred Stock is convertible into shares of Common Stock, at the option of the holder, at a fixed conversion price of $1.56 per share (the “Series J Conversion Price”), subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations, and similar events. At the fixed conversion price of $1.56 per share, the 9,489.488 shares of Series J Preferred Stock are convertible into an aggregate of 6,083,005 shares of Common Stock (approximately 641 shares of Common Stock per share of Series J Preferred Stock).

Conversion of the Series J Preferred Stock is subject to a beneficial ownership limitation of 4.99% of the outstanding Common Stock (or, at the election of the holder, up to 9.99%), which may be increased upon at least 61 days’ prior written notice to the Company. The Series J Preferred Stock will automatically convert into Common Stock upon the occurrence of a Fundamental Transaction (as defined in the Series J Certificate of Designations). Holders of Series J Preferred Stock are entitled to participate in dividends or other distributions to the same extent as if the Series J Preferred Stock had been converted, without regard to the beneficial ownership limitation. The Series J Preferred Stock has no voting rights except as required by law or as expressly provided in the Series J Certificate of Designations.

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NYSE American Stockholder Approval — Series J Preferred Stock

The issuance of shares of Common Stock upon conversion of the Series J Preferred Stock at the initial conversion price of $1.56 per share was approved by the Company’s stockholders at the special meeting of stockholders held on April 15, 2026, in accordance with Section 713 of the NYSE American Listed Company Manual. Accordingly, holders of Series J Preferred Stock may convert their shares into Common Stock at the $1.56 conversion price as of the date of this prospectus, subject to the beneficial ownership limitation described above.

Related Party Nature of the Series J Transaction

The Series J Exchange Agreements were entered into with Mr. Jenkins and FatBoy, both of whom are related parties of the Company. Mr. Jenkins serves as the Company’s Chief Executive Officer and Chairman of the Board of Directors, and FatBoy is an entity wholly controlled and owned by Mr. Jenkins. All 9,489.488 shares of Series J Preferred Stock, and all 6,083,005 shares of Common Stock registered hereunder as Series J Conversion Shares, are held by or issuable to Mr. Jenkins or FatBoy. Investors should carefully review the risk factors relating to conflicts of interest and related party transactions described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, incorporated by reference herein, and in this Registration Statement.

Series M Warrants

On December 31, 2025, in connection with the second amendment (the “Second Amendment”) to certain related party notes payable (the “Related Party Notes”), the Company issued an aggregate of 340,000 Series M Warrants (the “Series M Warrants”) as partial consideration for the debt modification: (i) 170,000 Series M Warrants to Mr. Jenkins and (ii) 170,000 Series M Warrants to FatBoy. The Second Amendment extended the maturity dates of the Related Party Notes and transferred the Perikard membership interests to Mr. Jenkins for de minimis proceeds. The Second Amendment was accounted for as a debt extinguishment.

Each Series M Warrant is exercisable for one share of Common Stock at an exercise price of $1.56 per share, subject to customary adjustments for recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations, and similar events. The Series M Warrants expire 5.5 years from the date of exercisability and may be exercised on a cashless basis under certain circumstances. The Series M Warrants are callable by the Company for $0.01 per share if the volume-weighted average price of the Common Stock for 20 consecutive trading days exceeds $1.50 per share and the Series M Warrants have not been exercised.

NYSE American Stockholder Approval — Series M Warrants

The Series M Warrants are not exercisable until the Company obtains stockholder approval of their exercise in accordance with Section 713 of the NYSE American Listed Company Manual (“Series M Stockholder Approval”). The Series M Stockholder Approval has not been obtained as of the date of this prospectus. Until the Series M Stockholder Approval is obtained, no holder of Series M Warrants may exercise any Series M Warrants. There can be no assurance that the Series M Stockholder Approval will be obtained, or as to the timing thereof.

Related Party Nature of the Series M Transaction

All 340,000 Series M Warrants, and all 340,000 shares of Common Stock registered hereunder as Series M Warrant Shares, are held by or issuable to Mr. Jenkins or FatBoy. FatBoy is an entity wholly controlled and owned by Mr. Jenkins. Investors should note that Mr. Jenkins, as Chief Executive Officer and Chairman of the Board, has significant influence over the Company’s affairs, including with respect to the decision whether to seek the Series M Stockholder Approval and whether to exercise the Company’s callable right with respect to the Series M Warrants. The Company intends to seek Series M Stockholder Approval at the next annual or special meeting of stockholders at which such approval is requested. Investors should carefully review the risk factors relating to conflicts of interest and related party transactions described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, incorporated by reference herein, and in this Registration Statement.

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The Private Placement Financing is exempt from the registration requirements of the Securities Act, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Purchasers has represented to the Company that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and that it is acquiring the applicable securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Series C Preferred Shares and Common Shares were offered and sold without any general solicitation by the Company or its representatives.

Private Placement Acquisitions

In connection with the Initial Private Placement Financing and on February 6, 2026, the Company entered into the Initial Acquisition Purchase Agreement with SEG Jets, an accredited investor, whereby the Company agreed to purchase from SEG Jets common stock (“FLYTE Interests”) of Fly Flyte, Inc. (“FLYTE”), held by SEG Jets representing 19.98% of the issued and outstanding FLYTE Interests on the closing date of the Initial Acquisition Purchase Agreement (the date of such closing, the “Initial Series D Closing Date”), in consideration for the Company agreeing to issue and sell in a private placement (the “Initial Private Placement Acquisition”) 5,250 shares of the Company’s Series D Preferred Stock (representing $5,250,000 of stated value of Series D Preferred Stock).

In connection with the Subsequent Private Placement Financing and on March 9, 2026, the Company entered into the Subsequent Acquisition Purchase Agreement with Creatd, whereby the Company agreed to acquire from Creatd (i) 800,200 shares (the “FLYTE Shares”) of the issued and outstanding FLYTE Interests, representing 80.02% of the issued and outstanding FLYTE Interests, and (ii) 100% of the membership interests (the “Membership Interests” and, together with the FLYTE Shares, the “Shares”) of Ponderosa Air, LLC (“Ponderosa”) (collectively, the “Subsequent Private Placement Acquisition” and, together with the Initial Private Placement Acquisition, the “Private Placement Acquisitions”). Upon consummation of the Subsequent Private Placement Acquisition, together with the Initial Private Placement Acquisition, the Company owns 100% of the issued and outstanding FLYTE Interests and 100% of the Membership Interests of Ponderosa.

In consideration for Creatd agreeing to sell the Shares, the Company agreed to pay total consideration equal to $11,554,827, payable as follows: (A) cash consideration equal to $5,776,827 consisting of (i) $776,827 due at the closing, and (ii) $5,000,000 in principal amount of a promissory note (the “Note”), and (B) 5,778 shares of Series D Preferred Stock (representing $5,778,000 of stated value of Series D Preferred Stock). The Note bears an interest rate of 0% per annum and is payable in installments until December 15, 2026, with interest accruing at 4% per annum on late payments and default interest of 18% per annum. The closing of the Subsequent Private Placement Acquisition (the “Subsequent Series D Closing Date” and, together with the Initial Series D Closing Date, the “Series D Closing Dates”) occurred on April 20, 2026, and the Company issued an aggregate of 11,028 shares of Series D Preferred Stock (5,250 shares to SEG Jets and 5,778 shares to Creatd).

Each of the Acquisition Purchase Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, including the receipt of the Stockholder Approval, indemnification obligations of the Company and SEG Jets or Creatd, as applicable, including for liabilities under the Securities Act and other obligations of the parties and termination provisions. Among other covenants, each of the Acquisition Purchase Agreements requires the Company to hold a meeting of its stockholders at the earliest practical date, but in no event, no later than sixty (60) days following the Initial First Closing Date, for the purpose of obtaining the Stockholder Approval. If the Company does not obtain the Stockholder Approval at the first meeting, the Company is required call a meeting every ninety (90) days thereafter to seek such Stockholder Approval until the earlier of the date Stockholder Approval is obtained. The Stockholder Approval was obtained at a special meeting of stockholders held on April 15, 2026.

Upon issuance, the Series D Preferred Stock will be convertible at price equal to the Applicable Price immediately prior to the Series D Closing Date; provided that, following the Effective Date, the conversion price shall thereafter be reduced to equal the lower of (i) the conversion price on the trading day immediately prior to the Effective Date, and (ii) the Applicable Price on the Effective Date; subject to the Floor Price Condition, which may be waived in the Company’s sole discretion. In addition, the Series D Preferred Stock conversion price will be subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the like. Furthermore, subject to the rules and regulations of the Company’s principal trading market, the Company may at any time any shares of Series D Preferred Stock remain outstanding, with the prior written consent of the Required Holders (as defined in the Acquisition Purchase Agreement), reduce the then current conversion price to any amount and for any period of time deemed appropriate by the Board).

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Preferred Stock

The terms of the Series C-1 Preferred Stock are as set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 Convertible Preferred Stock (the “Series C-1 Certificate of Designations”), which was filed and became effective with the Secretary of State for the State of Delaware on February 9, 2026, thereby creating the Series C-1 Preferred Stock. On March 6, 2026, the Company filed a Certificate of Amendment to the Series C-1 Certificate of Designations with the Secretary of State for the State of Delaware to increase the number of authorized shares of Series C-1 Preferred Stock from 1,783.33 to 3,636.33, which Certificate of Amendment became effective upon filing. The terms of the Series C-2 Preferred Stock, Series C-3 Preferred Stock, Series C-4 Preferred Stock and Series D Preferred Stock are as set forth in the form of Certificate of Designations filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on February 6, 2026 (the “Certificates of Designations”).

Holders of the Preferred Stock will be entitled to receive dividends when and as declared by the Board, from time to time, in its sole discretion, which dividends will be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms of the Series C-1 Certificate of Designations and Certificates of Designations, as applicable, in cash, in securities of the Company or using assets as determined by the Board on the stated value of such Preferred Stock.

Except as otherwise provided in the Series C-1 Certificate of Designations and the Certificate of Designations, as applicable, or as otherwise required by law, the shares of Preferred Stock have no voting rights. However, as long as any shares of the applicable Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of such applicable Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to such Preferred Stock or alter or amend the applicable certificate of designations related to such Preferred Stock, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Preferred Stock, (c) increase the number of authorized shares of such applicable Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

A holder of the shares of Preferred Stock may not convert any of such holder’s Preferred Shares to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion.

Registration Rights Agreement

In connection with the Initial Private Placement Financing and the Initial Private Placement Acquisition, the Company entered into the Initial Registration Rights Agreement with the Initial Purchasers and SEG Jets, and in connection with the Subsequent Private Placement Financing and the Subsequent Private Placement Acquisition, the Company entered into the Subsequent Registration Rights Agreement with the Subsequent Purchasers and Creatd, pursuant to which the Company agreed to prepare and file registration statements (collectively, the “Registration Statements”) with the SEC registering the resale of the Common Shares and the Common Stock underlying the Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series C-3 Preferred Stock and Series D Preferred Stock no later than 30 days following the applicable First Closing Date, and to use best efforts to have the Registration Statements declared effective as promptly as practical thereafter, and in any event no later than the Effectiveness Deadline (as defined in the applicable Registration Rights Agreement). In addition, pursuant to each of the Registration Rights Agreements, the Company agreed to prepare and file an additional registration statement with the SEC registering the resale of the Common Stock underlying the Series C-4 Preferred Stock no later than 30 days following the closing date of the Series C-4 Preferred Stock (the “Series C-4 Closing Date”), and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than the Effectiveness Deadline (as defined in the applicable Registration Rights Agreement).

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Implications of Being a Smaller Reporting Company

We are a smaller reporting company as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and have reduced disclosure obligations regarding executive compensation and, if we are a smaller reporting company with less than $100 million in annual revenue, we would not be required to obtain an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

Corporate Information

Catheter Precision, Inc. is a Delaware corporation. Our corporate headquarters are located at 1670 Highway 160 West, Suite 205, Fort Mill, SC 29708. Our phone number is (973) 691-2000. Our website address is ir.catheterprecision.com. Through our website, we will make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Information contained on, or that can be accessed through, our website is not and shall not be deemed to be a part of this prospectus or incorporated by reference hereto.

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THE OFFERING

Common Stock to be Offered by the Selling Stockholders		68,067,042 shares of Common Stock, consisting of (i) 392,608 Common Shares, (ii) 9,914,286 shares of Common Stock issuable upon the conversion of the Series C-1 Preferred Shares, (iii) 9,914,286 shares of Common Stock issuable upon the conversion of the Series C-2 Preferred Shares, (iv) 9,914,286 shares of Common Stock issuable upon the conversion of the Series C-3 Preferred Shares, (v) 31,508,571 shares of Common Stock issuable upon the conversion of the Series D Preferred Shares, (vi) 6,083,005 shares of Common Stock issuable upon the conversion of the Series J Preferred Shares, and (vii) 340,000 shares of Common Stock issuable upon the exercise of the Series M Warrants. The terms of the Registration Rights Agreements require us to register the number of shares of Common Stock equal to the sum of 100% of (i) the Common Shares, and (ii) the maximum number of Conversion Shares issuable upon conversion of the Series D Preferred Shares, the Series C-1 Preferred Shares, the Series C-2 Preferred Shares and Series C-3 Preferred Shares (assuming for purposes hereof that (a) such shares are convertible at the Floor Price and (b) any such conversion shall not take into account any limitations on the conversion of the such Preferred Shares set forth in the applicable Certificate of Designations or the Series C-1 Certificate of Designations), by filing a resale registration statement no later than 30 days following the First Closing Date, and to use best efforts to have the registration statement declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement).

Use of Proceeds		We will not receive any proceeds from the sale of the Securities by the selling stockholders.

Plan of Distribution		The selling stockholders named in this prospectus, or their pledgees, donees, transferees, distributees, beneficiaries or other successors-in-interest, may offer or sell the shares of Common Stock from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholders may also resell the shares of Common Stock to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. See “Plan of Distribution” beginning on page 23 of this prospectus for additional information on the methods of sale that may be used by the selling stockholders.

NYSE American Symbol		Our Common Stock is listed on the NYSE American under the symbol “VTAK.”

Risk Factors		Investing in our Common Stock involves significant risks. See “Risk Factors” beginning on page 12 of this prospectus and the documents incorporated by reference in this prospectus.

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RISK FACTORS

Investing in our securities involves a high degree of risk. ~~Before~~In ~~deciding~~addition ~~whether~~ to ~~purchase~~the ~~any~~other ofinformation ~~the~~contained ~~securities~~in ~~being~~this ~~registered~~prospectus ~~pursuant~~and toany ~~the~~prospectus ~~registration~~supplement ~~statement~~and ofin ~~which~~the ~~this~~documents ~~prospectus~~we isincorporate aby ~~part~~reference, you should carefully consider, the risks discussed below and under the heading “Risk Factors” in ~~addition~~our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as well as any amendment or update to our risk factors reflected in subsequent filings with the SEC, before making a decision about investing in our securities. The risks and uncertainties discussed ~~under~~below ~~“Special~~and ~~Note~~in ~~Regarding~~the ~~Forward-Looking~~documents ~~Statements”~~incorporated ~~below,~~by reference are not the ~~risk~~only ~~factors~~ones ~~set~~facing ~~forth~~us. ~~under~~Additional ~~“Risk~~risks ~~Factors”~~and inuncertainties not presently known to us, or that we currently see as immaterial, may also harm our ~~previous~~business. ~~SEC~~If ~~filings~~any of these risks occur, ~~all~~our business, financial condition and operating results could be harmed, the trading price of ~~which~~our ~~are~~Common ~~incorporated~~Stock bycould ~~reference~~decline ~~into~~and ~~this~~you ~~prospectus:~~could lose part or all of your investment.

·Risks ~~our~~Related ~~most recent Annual Report on Form 10-K, as amended, · our most recent Quarterly Reports on Form 10-Q filed subsequent~~ to ~~such~~Our ~~filing,~~Private ~~and~~Aviation ·Business ~~discussions of potential risks, uncertainties,~~ and ~~other important factors in our subsequent filings with~~ the ~~SEC.~~FLYTE Acquisition

~~The~~Our ~~Risk~~private ~~Factors~~aviation ~~set~~business ~~forth~~has ina ~~the~~limited ~~filings~~operating ~~described~~history ~~above~~under ~~may~~our ~~be amended~~ownership, ~~supplemented or superseded from time to time by other reports~~ and~~/or~~ ~~prospectus supplements~~ we ~~file~~may ~~with~~not ~~the~~realize ~~SEC in~~ the ~~future,~~anticipated ~~and~~benefits ~~you~~of ~~should carefully consider any such additional or modified risk factors and other information provided in any such future filings that may be available after~~ the ~~date~~FLYTE ~~of this prospectus before making your investment decision~~acquisition.

IfIn ~~any~~March of2026, ~~the~~we ~~risks~~completed ~~set~~the ~~forth~~acquisition inof ~~the~~Fly ~~filings~~Flyte, ~~described~~Inc. ~~above~~(“FLYTE”) ~~actually~~and ~~occur~~Ponderosa Air, itLLC ~~may~~and ~~materially~~entered ~~harm~~the ~~our~~private ~~business~~aviation industry, ~~financial~~which ~~condition,~~is ~~liquidity~~a ~~and~~new ~~results~~line of ~~operations.~~business Asfor aus ~~result,~~and ~~the~~is ~~market~~distinct ~~price~~from of our ~~securities~~cardiac ~~could~~electrophysiology ~~decline,~~business. ~~and/or~~The ~~the~~private ~~available~~aviation ~~secondary~~business ~~market~~has ~~for~~a ~~our~~limited ~~securities~~operating ~~may~~history ~~diminish~~under orour ~~become non-existent~~ownership, and ~~you~~we ~~could~~have ~~lose~~limited ~~all~~experience oroperating ~~part~~an aviation business. The success of ~~your~~the ~~investment~~FLYTE oracquisition ~~lose~~depends ~~liquidity~~on inour ~~the~~ability ~~shares.~~to ~~The~~integrate ~~risks~~FLYTE’s operations, personnel and ~~uncertainties~~technology weplatform, ~~describe~~to inretain ~~the~~key ~~documents~~FLYTE ~~incorporated~~personnel byand ~~reference~~customers, ~~herein~~and ~~are~~to ~~not~~manage ~~the~~two ~~only~~distinct ~~ones~~business wesegments ~~face.~~with ~~Additional~~a ~~risks~~single ~~and~~corporate ~~uncertainties~~team. We may not ~~presently~~realize ~~known~~the torevenue usgrowth, cost synergies or other benefits that we ~~currently~~anticipated ~~believe~~from ~~are~~the ~~immaterial~~acquisition, ~~could~~and ~~materially~~the ~~adversely~~integration ~~affect~~may divert management attention and resources from our cardiac electrophysiology business. The preliminary purchase price allocation for the FLYTE acquisition, ~~operating~~including ~~results~~the values assigned to goodwill and ~~financial~~intangible ~~condition~~assets, asremains ~~well~~subject asto ~~adversely~~adjustment ~~affect~~during the ~~value~~measurement period of anup ~~investment~~to inone ~~our securities~~year, and ~~the~~any ~~occurrence~~such ofadjustments, or any future impairment of ~~these~~the ~~risks~~goodwill ~~might~~or ~~cause~~intangible ~~you~~assets torecorded ~~lose~~in ~~all~~connection orwith ~~part~~the ofacquisition, ~~your~~could ~~investment.~~adversely affect our financial condition and results of operations.

4Our ~~Table~~private aviation business is highly regulated, and the loss or suspension of ~~Contents~~required aviation authorizations, or our inability to obtain additional authorizations, would materially harm that business.

Our private aviation operations depend on aviation authorizations, including FLYTE’s operating authority under Part 135 of the Federal Aviation Regulations administered by the Federal Aviation Administration. The aviation industry is subject to extensive and changing federal and state laws and regulations governing safety, security, licensing, maintenance, operations and consumer protection. The suspension, revocation or modification of any required authorization, the failure to maintain compliance with applicable regulatory requirements, or increased costs of regulatory compliance could materially disrupt our private aviation operations. In addition, our planned expansion of a local and regional air-taxi service into Canada, Mexico and the Caribbean is subject to the receipt of additional regulatory approvals, which we may be unable to obtain on a timely basis or at all. Our private aviation operations are also subject to risks outside our control, including aviation accidents or incidents, adverse weather, disruptions affecting the third-party aircraft operators on which our Luxe brokerage service depends, and increases in fuel, aircraft lease and insurance costs.

We assumed indebtedness in connection with the FLYTE acquisition that is in default, and we have a substantial near-term payment obligation under a related promissory note, which could strain our limited liquidity.

In connection with the FLYTE acquisition, we assumed certain promissory notes of FLYTE, including a secured note and other notes that had matured prior to the acquisition and were in default as of March 31, 2026. The holders of the defaulted notes may be entitled to demand immediate payment of outstanding principal and accrued interest, and certain of the assumed notes accrue interest at elevated default rates. In addition, we issued a promissory note to the seller in the principal amount of $5.0 million as partial consideration for the acquisition, which is payable in installments through December 15, 2026; if we fail to make payments when due, the note bears interest at a rate of 4% per annum on overdue amounts and, upon an event of default, the entire unpaid balance may be accelerated and bear default interest at 18% per annum. As of March 31, 2026, we had cash and cash equivalents of approximately $0.4 million, a working capital deficit of approximately $18.5 million and substantial doubt about our ability to continue as a going concern. We may not have sufficient liquidity to satisfy the assumed notes or the acquisition note when due, and our failure to do so could result in the acceleration of those obligations, the loss of assets securing the indebtedness and other adverse consequences to our business.

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Our obligation to issue shares of Series D Convertible Preferred Stock as deferred consideration for the FLYTE acquisition is accounted for as a liability that is remeasured at fair value each period, which may cause volatility in our reported results of operations.

In connection with the FLYTE acquisition, we are obligated to issue an aggregate of 11,028 shares of our Series D Convertible Preferred Stock as deferred consideration. Because this obligation does not meet the criteria for equity classification under applicable accounting guidance, it is classified as a liability on our balance sheet and is measured at fair value, with changes in fair value recognized in our statements of operations at the end of each reporting period. The fair value of this deferred consideration is determined using unobservable inputs, including the price of our Common Stock and a discount for lack of marketability, and is therefore sensitive to changes in our stock price and other assumptions. As a result, we may recognize significant non-cash gains or losses in any period as the fair value of the deferred consideration is remeasured, which may cause our reported results of operations to fluctuate materially from period to period and may make it more difficult for investors to evaluate our operating performance.

Risks Related to this Offering and Our Common Stock

The issuance of the shares of Common Stock covered by this prospectus could significantly increase the total number of shares of Common Stock issued and outstanding and thereby cause our existing stockholders to experience substantial dilution.

The shares of Common Stock being offered pursuant to this prospectus represent Conversion Shares issuable upon the conversion of our Initial Preferred Shares. As of June 22, 2026, there were 2,692,473 shares of Common Stock issued and outstanding (prior to any deemed issuance of any Conversion Shares). If we are required to issue the maximum number of Conversion Shares that are being registered hereunder, the number of shares of Common Stock issued and outstanding after such issuance would represent approximately 96.2% of the number of shares of Common Stock issued and outstanding as of the date of this prospectus and an existing stockholder’s proportionate interest in us would be reduced to approximately 3.8%, representing dilution of approximately 25.3 times our current outstanding share count. In addition, our Series C-1, C-2, C-3, and D Preferred Stock are subject to conversion price reductions based on our stock price performance, which could result in the issuance of additional shares and further dilution. As a result, an existing stockholder’s proportionate interest in us will be substantially diluted. The actual number of shares of Common Stock that we issue to the selling stockholders may be less than the aggregate number of shares covered by this prospectus.

Substantial future sales or other issuances of our Common Stock could depress the market for our Common Stock.

Sales of a substantial number of shares of our Common Stock and any future sales of a substantial number of shares of Common Stock in the public market, including the issuance of the Common Shares or any shares issuable upon conversion of the Preferred Stock, conversion of the Preferred Stock, or the perception by the market that those sales could occur, could cause the market price of our Common Stock to decline or could make it more difficult for us to raise funds through the sale of equity and equity-related securities in the future at a time and price that our management deems acceptable, or at all. In addition, as opportunities present themselves, we may enter into financing or similar arrangements in the future, including the issuance of debt securities, preferred stock or Common Stock, which could also depress the market for our Common Stock. We cannot predict the effect, if any, that market sales of those shares of Common Stock or the availability of those shares for sale will have on the market price of our Common Stock.

You may experience future dilution as a result of future equity offerings and other issuances of our securities.

In order to raise additional capital, we may in the future offer additional shares of Common Stock or other securities convertible into or exchangeable for our Common Stock prices that may not be the same as the price per share paid by the investors in this offering. We may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by the investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of Common Stock or securities convertible into shares of Common Stock in future transactions may be higher or lower than the price per share paid to the selling stockholders. Our stockholders will incur dilution upon exercise of any outstanding stock options, warrants or other convertible securities or upon the issuance of shares of Common Stock under our stock incentive programs.

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Any additional capital raised through the sale of equity or equity-backed securities may dilute our stockholders’ ownership percentages and could also result in a decrease in the market value of our equity securities. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders of any of our securities then outstanding.

In addition, we may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition.

Stockholder Approval was obtained at the special meeting of stockholders held on April 15, 2026; however, the Series C-3 Preferred Shares remain unissued and are subject to the effectiveness of this Registration Statement.

Pursuant to each of the Financing Purchase Agreements, until Stockholder Approval was obtained, the Series C-1 Preferred Shares could not be converted into shares of Common Stock, and the Series C-2 Preferred Shares, Series C-3 Preferred Shares and Series D Preferred Shares could not be issued. The Stockholder Approval was obtained at a special meeting of stockholders held on April 15, 2026, and accordingly, (i) the Series C-1 Preferred Shares are now convertible into shares of Common Stock (subject to the terms of the Series C-1 Certificate of Designations, including the Floor Price Condition and applicable beneficial ownership limitations), (ii) the Series C-2 Preferred Shares were issued on April 21, 2026, and (iii) the Series D Preferred Shares were issued on April 20, 2026. The Series C-3 Preferred Shares remain unissued; the issuance of such shares remains subject to the effectiveness of this Registration Statement and other customary closing conditions. There can be no assurance as to when, or whether, this Registration Statement will be declared effective by the SEC or as to when the Series C-3 Preferred Shares will be issued or convertible stockholder meeting to be held on or prior to the ninetieth (90th) calendar day following the failure to obtain Stockholder Approval. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional stockholder meeting to be held semiannually thereafter. There is no guarantee we will be able to hold a special meeting within this timeframe, or at all.

Future issuances of preferred stock may adversely affect the market price for Common Stock.

Additional issuances and sales of preferred stock, or the perception that such issuances and sales could occur, may cause prevailing market prices for common stock to decline and may adversely affect our ability to raise additional capital in the financial markets at times and prices favorable to us.

Under the Financing Purchase Agreement, we are subject to certain restrictive covenants that may make it difficult to procure additional financing.

The Financing Purchase Agreement contains, among others, the following restrictive covenants: (A) unless Stockholder Approval is obtained, the Company may not effect any Dilutive Issuance (as defined in the Financing Purchase Agreement), (B) until ninety (90) days following the later of (x) the Effective Date or (y) the Stockholder Approval Date, neither the Company nor any of its Subsidiaries may directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security, any Convertible Securities (as defined in the Financing Purchase Agreement), or any preferred stock or any purchase rights, (C) until twelve (12) months following the effectiveness date of the resale registration statement(s) registering all of the shares of Common Stock underlying the Additional Investment Right (as defined in the Financing Purchase Agreement), the Company shall be prohibited from effecting or entering into an agreement to effect any subsequent placement involving a variable rate transaction, (D) the Company must provide the holders of the shares of Preferred Stock the opportunity to participate in any subsequent securities offerings by us, and (E) for so long as thirty-three and one-third percent (33.33%) of any issued Preferred Shares are outstanding, except as provided in the applicable certificate of designations, the Company may not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of the Company without the prior express written consent of the Purchasers.

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If we require additional funding while these restrictive covenants remain in effect, we may be unable to effect a financing transaction on terms acceptable to us, or at all, while also remaining in compliance with the terms of the Financing Purchase Agreement, or we may be forced to seek a waiver from the investors party to the Financing Purchase Agreement, which such investors are not obligated to grant to us.

Our Chief Executive Officer and Chairman of the Board controls all of the outstanding Series J Preferred Stock and Series M Warrants, which creates significant conflicts of interest and could result in decisions that are not in the best interests of our other stockholders.

All 9,489.488 shares of our Series J Convertible Preferred Stock, convertible into up to 6,083,006 shares of our Common Stock at the current conversion price of $1.56 per share, are held by David A. Jenkins, our Chief Executive Officer and Chairman of the Board, and FatBoy Capital, LP, an entity wholly controlled and owned by Mr. Jenkins. All 340,000 of our Series M Warrants, exercisable for up to 340,000 shares of our Common Stock at an exercise price of $1.56 per share, are also held by Mr. Jenkins and FatBoy. As a result, Mr. Jenkins controls all of the Series J Preferred Stock and all of the Series M Warrants being registered for resale pursuant to this prospectus. This creates material conflicts of interest, including with respect to: (i) seeking stockholder approval for the exercisability of the Series M Warrants and (ii) deciding whether to call the Series M Warrants pursuant to the callable feature, which permits the Company to call the warrants for $0.01 per share if our volume-weighted average price exceeds $1.50 for 20 consecutive trading days. If all Series J Conversion Shares and Series M Warrant Shares registered hereunder are issued to Mr. Jenkins and FatBoy and not resold, Mr. Jenkins and FatBoy would hold approximately 71.0% of our then-outstanding Common Stock based on shares currently outstanding, giving Mr. Jenkins and FatBoy effective voting control. Investors should carefully consider these conflicts of interest before making an investment decision.

Our financial statements have been prepared on a going concern basis; we must raise additional capital to fund our operations in order to continue as a going concern.

In its report dated March 31, 2026, WithumSmith+Brown, PC, our independent registered public accounting firm, expressed substantial doubt about our ability to continue as a going concern. As of March 31, 2026, we had approximately $441 thousand in cash and cash equivalents, which, together with our anticipated cash from operations, is not adequate to meet our working capital needs through, and our business is currently not profitable. As a result, we will require additional future capital infusions including public or private financing, strategic partnerships or other arrangements with organizations that have capabilities and/or products that are complementary to our own capabilities and/or products, in order to execute our strategic vision. However, there can be no assurances that we can complete any financings, strategic alliances or collaborative development agreements, and the terms of such arrangements may not be advantageous to us. In addition, any additional equity financing will be dilutive to our current stockholders, and debt financing, if available, may involve restrictive covenants. If we raise funds through collaborative or licensing arrangements, we may be required to relinquish, on terms that are not favorable to us, rights to some of our product candidates that we would otherwise seek to develop or commercialize. Our failure to raise capital when needed could materially harm our business, financial condition, and results of operations.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, ~~any~~and ~~applicable~~the ~~prospectus~~information ~~supplement~~incorporated orby ~~free~~reference ~~writing~~in this prospectus ~~and~~contain ~~our~~“forward-looking ~~SEC~~statements,” ~~filings~~which ~~that~~include ~~are~~information ~~incorporated~~relating byto ~~reference~~future ~~into~~events, ~~this~~future ~~prospectus~~financial performance, strategies, expectations, competitive environment and ~~any~~regulation. ~~applicable~~Our ~~prospectus~~use ~~supplement~~of the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “seeks,” “intends,” “evaluates,” “pursues,” “anticipates,” “continues,” “designs,” “impacts,” “forecasts,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal” or ~~free~~the ~~writing~~negative ~~prospectus~~of ~~contain~~those words or ~~incorporate~~other bysimilar ~~reference~~expressions “is intended to identify forward-looking statements” ~~within~~that ~~the~~represent ~~meaning~~our ofcurrent ~~Section~~judgment ~~27A~~about ofpossible ~~the~~future ~~Securities~~events. ~~Act~~Forward-looking ofstatements ~~1933,~~should not be read as ~~amended~~a ~~(the~~guarantee ~~“Securities~~of ~~Act”),~~future ~~Section~~performance ~~21E~~or results and will probably not be accurate indications of ~~the~~when ~~Exchange~~such ~~Act~~performance or results will be achieved. All statements included or incorporated by reference in this prospectus, and ~~the~~in ~~Private~~related ~~Securities~~comments ~~Litigation~~by ~~Reform~~our ~~Act~~management, other than statements of ~~1995~~historical facts, ~~and~~including ~~such~~without limitation, statements ~~are~~about ~~subject~~future toevents ~~the~~or ~~“safe~~financial ~~harbor”~~performance, ~~created~~are byforward-looking ~~those~~statements ~~sections.~~that involve certain risks and uncertainties.

~~Forward-looking~~These statements are ~~not~~based ~~historical~~on ~~facts,~~certain ~~but~~assumptions ~~rather~~and ~~are~~analyses ~~based~~made onin ~~current~~light ~~expectations,~~of ~~estimates,~~our ~~assumptions,~~experience and ~~projections~~perception ~~about~~of ~~the~~historical ~~business~~trends, current conditions and expected future ~~financial~~developments ~~results~~as ofwell as other factors that we believe are appropriate in the ~~medical~~circumstances. ~~device~~While ~~industry~~these statements represent our judgment on what the future may hold, and ~~other~~we ~~legal~~believe these judgments are reasonable, ~~regulatory~~these ~~and~~statements ~~economic~~are ~~developments.~~not Inguarantees ~~some~~of ~~cases,~~any ~~you~~events ~~can~~or ~~identify~~financial ~~forward-looking~~results. ~~statements~~Whether byactual ~~terms~~future ~~such~~results asand ~~“may,”~~developments “will,” ~~“intend,”~~conform ~~“should,”~~with ~~“could,”~~our ~~“would,”~~expectations ~~“expect,”~~and ~~“plan,”~~predictions ~~“anticipate,”~~is ~~“believe,”~~subject ~~“estimate,”~~to ~~“project,”~~a ~~“predict,”~~number ~~“potential,”~~of ~~“continue,”~~risks ~~“likely~~and uncertainties,” ~~and~~including ~~similar~~the ~~expressions~~risks ~~(including~~and ~~their~~uncertainties ~~use~~discussed in this prospectus, any applicable prospectus supplement and the ~~negative)~~documents ~~intended~~incorporated toby ~~identify~~reference ~~forward-looking~~under ~~statements,~~the ~~although~~captions ~~not~~“Risk ~~all~~Factors” ~~forward~~and “Special Note Regarding Forward-~~looking~~Looking ~~statements~~Statements” ~~contain~~and ~~these~~elsewhere ~~identifying~~in ~~words.~~those documents.

~~These~~Consequently, ~~statements~~all ~~relate~~of tothe ~~future~~forward-looking ~~events~~statements ormade ~~our~~in ~~future~~this ~~financial~~prospectus ~~performance,~~as ~~and~~well ~~involve~~as ~~known~~all ~~and~~of ~~unknown~~the ~~risks,~~forward-looking ~~uncertainties~~statements ~~and~~incorporated ~~other~~by ~~factors~~reference ~~that~~to ~~may~~our ~~cause~~filings ~~our~~under ~~actual~~the ~~results,~~Securities ~~levels~~Exchange Act of ~~activity~~1934, ~~performance~~as oramended ~~achievements~~(the to“Exchange beAct”), ~~materially~~are ~~different~~qualified ~~from~~by ~~any~~these ~~future~~cautionary ~~results,~~statements ~~levels~~and ofthere ~~activity,~~can ~~performance~~be orno ~~achievements~~assurance ~~expressed~~that the actual results or ~~implied~~developments bythat ~~these~~we ~~forward-looking~~anticipate ~~statements.~~will ~~Forward-looking~~be ~~statements~~realized ~~include~~or, ~~but~~even ~~are~~if ~~not~~realized, ~~limited~~that ~~to,~~they ~~statements~~will ~~about~~have ~~competition~~the ~~from~~expected ~~larger~~consequences ~~and~~to ~~more~~or ~~established~~effects ~~companies~~on inus and our ~~markets,~~subsidiaries or our ~~ability~~businesses toor ~~successfully~~operations. ~~grow~~We ~~our~~caution ~~business~~investors ~~and~~not ~~legislative,~~to ~~regulatory~~place ~~and~~undue ~~economic~~reliance ~~developments,~~on ~~including~~forward-looking ~~changing~~statements. ~~business~~We ~~conditions~~undertake inno ~~the~~obligation ~~industries~~to inupdate ~~which~~publicly weor ~~operate~~otherwise ~~and~~revise ~~the~~any ~~economy~~forward-looking ~~in general~~statements, aswhether ~~well~~ as ~~financial~~a ~~performance,~~result ~~expectations~~of ~~with~~new ~~respect~~information, tofuture ~~our~~events, ~~business~~or ~~and~~other ~~product~~such ~~development,~~factors ~~including~~that ~~VIVO,~~affect ~~Amigo~~the ~~and~~subject ~~LockeT;~~of ~~litigation~~these ~~outcomes;~~statements, ~~the~~except ~~listing~~where ~~status~~we ofare ~~our~~expressly ~~common~~required ~~stock;~~to ~~and~~do ~~existing~~so ~~and/or~~by ~~prospective customers~~law.

Our forward-looking statements involve risks and uncertainties, including those created by the inherent volatility of our stock and the stock markets, and the American and global economies, changes to the regulatory landscape, the effectiveness of our defenses in connection with relevant litigation, and the other risks and uncertainties described in our SEC filings and incorporated herein by reference as described in “Risk Factors” above. These risks and uncertainties may cause results to differ materially from the plans, expectations, predictions or projections set forth in (or underlying statements set forth in) this prospectus and our other SEC filings and public statements. Such factors may be amplified by global events such as the COVID-19 pandemic and the geopolitical tensions related to Russia’s actions in Ukraine, conflicts in the Middle East and elsewhere, and the potential impact on our business and the global economy. Additional factors that may affect our future results are set forth in filings that we make with the SEC from time to time, including but not limited to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as well as additional factors discussed in our SEC filings and incorporated herein by reference as described under the “Risk Factors” section of this prospectus.

In addition, our forward-looking statements are based on current plans, estimates and projections, which are subject to change based on shifting circumstances, and therefore, you are cautioned not to place undue reliance on them. These statements may discuss goals, intentions, plans and/or expectations as to future plans, trends, events, results of operations or financial condition, listed status of our common stock or other matters, all of which are based on current beliefs of our management, as well as assumptions made by, and information currently available to, management.

Forward-looking statements contained in this prospectus and in our other SEC filings speak only as of the date on which the statements were made and are not guarantees of future performance. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future, and we have no intention to do so.

No forward-looking statement can be guaranteed, and our actual results could differ materially from those projected or discussed in our forward-looking statements for many reasons, including the risks and uncertainties described above and those discussed in our SEC filings and incorporated herein by reference as described under “Risk Factors.” Given these risks and uncertainties, readers should not place undue reliance on our forward-looking statements and should carefully consider such risks and uncertainties, as well as additional risks and uncertainties that may be described in other documents filed by us from time to time with the SEC, including any prospectus supplements we may file after the date of this prospectus. See “Where You Can Find Additional Information” beginning on page 22 of this prospectus.

5 Table of Contents

USE OF PROCEEDS

WeAll ~~are~~shares ~~filing~~of ~~the~~our ~~registration~~Common ~~statement~~Stock ofoffered ~~which~~by this prospectus isare abeing ~~part~~registered tofor ~~permit holders of~~ the ~~shares~~accounts of ~~our common stock described in~~ the ~~section entitled “Selling Stockholders” to resell such shares. We are not~~ selling ~~any~~stockholders ~~securities under this prospectus~~ and we will not receive any proceeds from the sale ~~or other disposition~~ of ~~shares~~these ~~of our common stock held by the Selling Stockholders~~shares. ~~The Selling Stockholders will receive all of the proceeds from this offering.~~

The Selling Stockholders will pay any discounts, commissions, fees of underwriters, selling brokers or dealer managers and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Stockholders in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees, printing fees, NYSE American listing fees and fees and expenses of our counsel and our accountants, including our independent registered public accounting firms.

6 Table of Contents

SELLING STOCKHOLDERS

~~This~~Unless ~~prospectus covers~~ the ~~resale~~context orotherwise ~~other~~requires, ~~disposition~~as ofused upin tothis 10prospectus,~~695,962~~ ~~Shares~~“selling bystockholders” includes the ~~Selling~~selling ~~Stockholders~~stockholders ~~named~~listed below ~~that may be acquired upon exercise of our Series K Warrants,~~ and ~~their~~ donees, pledgees, transferees or other successors-in-interest selling shares ~~of common stock or interests in shares of common stock~~ received after the date of this prospectus from athe selling ~~stockholder~~stockholders as a gift, pledge, ~~partnership distribution~~ or other ~~transfer~~non-sale ~~(collectively,~~related ~~the “Selling Stockholders”)~~transfer. Our Series K Warrants are not currently exercisable and may not be exercised until stockholder approval of the exercise has been obtained. We currently intend to seek such stockholder approval at a special meeting to be held on January 13, 2025.

~~The~~We ~~table~~have ~~below~~prepared ~~sets~~this ~~forth,~~prospectus to ~~our~~allow ~~knowledge~~the selling stockholders or their successors, ~~information~~assignees ~~concerning~~or ~~the~~other ~~beneficial~~permitted ~~ownership~~transferees ofto ~~shares~~sell or otherwise dispose of, ~~our~~from ~~common~~time ~~stock~~to bytime, ~~the~~up ~~Selling~~to ~~Stockholders~~68,067,042 asshares of our Common Stock.

~~November~~The ~~20,~~Common ~~2024.~~Stock ~~The~~being ~~information~~offered inby the ~~table~~selling ~~below~~stockholders ~~with~~are ~~respect~~the Common Shares and those issuable to the ~~Selling~~selling ~~Stockholders~~stockholders ~~has~~upon ~~been~~conversion ~~obtained~~of ~~from~~ the ~~respective~~Series ~~Selling~~C-1 ~~Stockholders.~~Preferred ~~The~~Shares, ~~Selling~~the ~~Stockholders~~Series ~~may~~C-2 ~~sell~~Preferred ~~all~~Shares, ~~some~~Series orC-3 ~~none~~Preferred ofShares and Series D Preferred Shares. For additional information regarding the ~~shares~~issuance of ~~common~~the ~~stock~~Series ~~subject~~C toPreferred ~~this~~Shares, ~~prospectus~~see “Private Placement Financing” above. ~~See~~For ~~“Plan~~additional information regarding the issuance of ~~Distribution~~the Series D Preferred Shares, see “Private Placement Acquisition” asabove. itWe ~~may~~are beregistering ~~supplemented~~the ~~and~~Securities ~~amended~~in order to permit the selling stockholders to offer the Securities for resale from time to time. WeThe doselling ~~not~~stockholders ~~know~~may ~~how~~also ~~long~~sell, ~~the~~transfer ~~Selling~~or ~~Stockholders~~otherwise ~~will~~dispose ~~hold~~of ~~the~~all ~~Series~~or Ka ~~Warrants~~portion ~~before~~of ~~exercising~~their ~~them,~~shares orin iftransactions ~~they~~exempt ~~will~~from ~~ever~~the ~~exercise~~registration ~~any~~requirements of the ~~Series~~Securities KAct, ~~Warrants~~or pursuant to another effective registration statement covering those shares.

~~Except as set forth herein, we currently have no agreements, arrangements or understandings with the Selling Stockholders regarding the sale or other disposition of any of the shares.~~ 16

~~The~~Table ~~table below includes, for each Selling Stockholder: (i) all shares~~ of our common stock beneficially held by such selling stockholder as of November 20, 2024, (ii) the number of shares of our common stock that may be offered under this prospectus, and (iii) the number of shares and percentage of our common stock beneficially owned by the Selling Stockholders assuming all of the shares of our common stock registered hereunder are sold. The table below and footnotes assume that the Selling Stockholders will sell all of the shares listed. However, because the Selling Stockholders may sell all or some of their shares under this prospectus from time to time, or in another permitted manner, we cannot provide assurances as to the actual number of shares that will be sold by the Selling Stockholders, or that will be held by the Selling Stockholders after completion of any sales.Contents

~~The~~Relationships ~~percentages~~with ~~of shares owned after~~ the ~~offering~~Selling are based on 8,004,633 shares of common stock outstanding as of November 20, 2024, and the calculation assumes that all Series K Warrants have been exercised and that all shares obtained upon that exercise have been sold.Stockholders

~~The~~Except ~~number~~for ofthe ~~shares~~ownership of ~~common stock into which~~ the Common Shares, Series KC Preferred ~~Warrants~~Shares ~~are~~and ~~convertible~~Series atD ~~any~~Preferred ~~given~~Shares issued ~~time~~or ofissuable ~~conversion~~pursuant ~~is limited~~ to ~~that~~the ~~number~~Financing ofPurchase ~~shares~~Agreements ofand ~~common~~Acquisition ~~stock~~Purchase ~~which would result in the stockholder~~Agreements, ~~together~~as ~~with its affiliates~~applicable, ~~having~~and anexcept ~~aggregate~~as ~~beneficial~~described ~~ownership~~below, ~~that~~in ~~does~~our ~~not~~periodic ~~exceed~~reports ~~a certain percentage of the total issued~~ and ~~outstanding~~current ~~shares~~reports offiled ~~common~~with ~~stock set forth in~~ the ~~relevant~~SEC ~~instrument~~from ~~(each~~time ato ~~“Blocker”)~~time, ~~as of~~ the ~~point~~selling instockholders ~~time~~have ~~immediately~~not ~~following~~had ~~such~~any ~~time~~material ofrelationship ~~conversion.~~with ~~For~~us ~~each~~within of the ~~Series~~past Kthree ~~Warrants,~~years. Notwithstanding the ~~Blocker~~foregoing, isDavid 4A.~~99%.~~ ~~(unless~~Jenkins, ~~upon~~our ~~election~~Chief byExecutive aOfficer ~~Holder~~and ~~prior~~Chairman toof the ~~issuance~~Board, ofand ~~any~~FatBoy ~~such~~Capital, ~~Warrants~~LP, itan ~~was~~entity ~~increased~~wholly tocontrolled ~~9.99%,~~and ~~14.99%~~owned orby 19Mr.~~99%)~~ ofJenkins, ~~the~~are ~~number~~selling ofstockholders ~~shares~~hereunder ofwith ~~the~~respect ~~Common Stock outstanding immediately after giving effect~~ to ~~the issuance of~~ shares of Common Stock issuable upon ~~exercise of this Warrant. The Holder, upon notice to~~ the ~~Company,~~conversion ~~may increase or decrease the Blocker, provided that the Blocker in no event exceeds 19.99%~~ of ~~the~~our ~~number~~Series ofJ ~~shares~~Convertible ofPreferred ~~the Common~~ Stock ~~outstanding~~and ~~immediately after giving effect to~~ the ~~issuance~~exercise of ~~shares~~our ofSeries ~~Common~~M ~~Stock~~Warrants, ~~upon~~both ~~exercise~~ of ~~the~~which ~~Warrant~~were ~~held~~issued byto ~~the Holder~~Mr. ~~Any~~Jenkins ~~increase~~and FatBoy in ~~the~~connection ~~Blocker~~with ~~will~~related ~~not~~party betransactions ~~effective~~more ~~until~~fully ~~the~~described ~~61st~~in ~~day~~our ~~after~~Annual ~~such~~Report ~~notice~~on isForm ~~delivered~~10-K tofor the ~~Company.~~year ~~Similar~~ended ~~provisions~~December ~~apply to our outstanding Series B~~31, C2025, H,incorporated I,herein ~~and~~by ~~J Warrants, and to our warrants issued in May 2020 and August 2020, although the maximum Blocker allowable varies among warrants from 9~~reference.~~99% to 19.99%.~~

~~The~~Information ~~number~~About presented in the table below under the heading “Number of Shares of Common Stock Being Offered” includes all Shares underlying the Series K Warrants and is not impacted by the Blockers. However, the number and percentage presented under the heading “Shares of Common Stock Beneficially Owned Prior to Offering” reflect the restrictions imposed by the Blockers. This is because, although we are registering all of the shares underlying the Series K Warrants for sale from time to time, the Selling Stockholders may not exercise at any given time an amount that would cause them to beneficially own shares in excess of the relevant Blockers. “Beneficial ownership” is determined in accordance with the rules of the SEC and includes voting or investment power with respect to our common stock. Generally, a person “beneficially owns” shares of our common stock if the person has or shares with others the right to vote those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days. Offering

7The ~~Table~~table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of ~~Contents~~the Exchange Act and the rules and regulations thereunder) of the shares of Common Stock held by each of the selling stockholders. The second column (titled “Number of Shares of Common Stock Owned Prior to Offering”) lists the number of shares of Common Stock beneficially owned by the selling stockholders, based on their respective ownership of shares of Common Stock and Initial Preferred Shares as of June 22, 2026, assuming conversion of the Initial Preferred Shares and any warrants held by each such selling stockholder on that date, but taking account of any limitations on conversion and exercise set forth therein.

~~Information~~The ~~about~~third ~~the~~column ~~Selling~~(titled ~~Stockholders~~“Maximum ~~may~~Number ~~change~~of ~~over~~Shares ~~time.~~of ~~Any~~Common ~~changed~~Stock ~~information~~to ~~will~~ be ~~set~~Sold ~~forth~~Pursuant into anthis ~~amendment~~Prospectus”) tolists the ~~registration~~shares ~~statement~~of orCommon ~~supplement~~Stock tobeing offered by this prospectus, toby the ~~extent~~selling ~~required~~stockholders byand ~~law.~~does not take in account any limitations on conversion of the Initial Preferred Shares set forth therein.

	Shares of Common Stock Beneficially Owned Prior to Offering					Number of Shares of Common Stock Being Offered (1)			Shares of Common Stock to be Beneficially Owned After Offering (2)
Name of Selling Stockholder	Number			Percentage		Offered			Number			Percentage
Armistice Capital, LLC (3)		573,552	(4)	7.17%	(4)		8,065,962	(5)		952,046	(6)	4.99%	(6)
Bigger Capital Fund, LP(7)		255,073	(8)	3.09%	(8)		150,000	(9)		255,073	(10)	1.36%	(10)
District 2 Capital Fund LP(11)		274,466	(12)	3.32%	(12)		600,000	(13)		274,466	(14)	1.45%	(14)
Intracoastal Capital, LLC (15)		420,409	(16)	4.99%	(16)		880,000	(17)		982,169	(18)	4.99%	(18)
Warberg LPs (19)		401,817	(20)	4.99%	(20)		1,000,000	(21)		854,000	(22)	4.45%	(22)

The fourth and fifth columns (titled “Number of Shares of Common Stock Owned After Offering” and “Percentage of Common Stock Owned After Offering”) assume (i) the conversion of the Initial Preferred Shares at the Floor Price and (ii) the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Because the conversion price of the Initial Preferred Shares may be adjusted, and the Floor Price Condition may be waived by the Company in its sole discretion, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus.

(1)	The number of Shares in the column “Number of Shares of Common Stock Being Offered” represents all of the Shares that a Selling Stockholder may offer and sell from time to time under this prospectus, without regard to any Blockers.
(2)	We do not know when or in what amounts a Selling Stockholder may offer Shares for sale. The Selling Stockholders might not sell any or might sell all of the Shares offered by this prospectus. Because the Selling Stockholders may offer all or some of the Shares pursuant to this offering, and because, except as set forth elsewhere in this prospectus, there are currently no agreements, arrangements or understandings with respect to the sale of any of the Shares, we cannot estimate the number of the Shares that will be held by the Selling Stockholders after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the Shares covered by this prospectus will be held by the Selling Stockholders.
(3)	The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”) and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The warrants are subject to a Blocker of 4.99%, which such limitation restricts the Selling Stockholder from exercising that portion of the warrants that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the Blocker. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.
(4)	Does not include 8,065,962 shares of common stock underlying the Company’s Series K Common Stock Purchase Warrants, 1.5 million shares of common stock underlying the Company’s Series J Common Stock Purchase Warrants, or 2,866,000 shares of common stock underlying the Company’s pre-funded Series H and Series I Common Stock Purchase Warrants, due to application of the Blockers.

The terms of the Registration Rights Agreement require us to register the number of shares of Common Stock equal to the sum of 100% of the maximum number of Conversion Shares issuable upon conversion of the (i) the Series D Preferred Shares and the Series C Preferred Shares (assuming for purposes hereof that (a) the Initial Preferred Shares are convertible at the Floor Price and (b) any such conversion shall not take into account any limitations on the conversion of the Initial Preferred Shares set forth in the applicable Certificate of Designations), by filing a resale registration statement no later than 30 days following the First Closing Date, and to use best efforts to have the Registration Statement declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement).

~~8 Table of Contents~~17

(5)	Includes all Shares underlying the Series K Warrants without regard to the Blockers applicable thereto.
(6)	Includes 378,494 shares of common stock underlying the Company’s pre-funded Series H and Series I Common Stock Purchase Warrants. Does not include 1.5 million shares of common stock underlying the Company’s Series J Common Stock Purchase Warrants or 2,487,506 shares of common stock underlying the Company’s pre-funded Series H and Series I Common Stock Purchase Warrants, due to application of the Blockers.
(7)	The securities are directly held by Bigger Capital Fund, LP and may be deemed to be beneficially owned by Michael Bigger, who has investment and dispository power over the securities. The warrants are subject to a Blocker of 4.99%, which such limitation restricts the Selling Stockholder from exercising that portion of the warrants that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the Blocker. The address of Bigger Capital Fund, LP and Mr. Bigger is 11700 West Charleston Blvd. #170-659, Las Vegas, NV, 89135.
(8)	Includes 250,000 shares of common stock underlying the Company’s Series J Common Stock Purchase Warrants, 2,801 shares of common stock underlying the Company’s Series C Common Stock Purchase Warrants, 2,000 shares of common stock underlying the Company’s Series B Common Stock Purchase Warrants, 187 shares of common stock underlying the Company’s August 2020 Common Stock Purchase Warrants, and 85 shares of common stock underlying the Company’s May 2020 Common Stock Purchase Warrants. Does not include 150,000 shares of common stock underlying the Company’s Series K Common Stock Purchase Warrants, which are not exercisable within sixty days of the date hereof.
(9)	Includes all Shares underlying the Series K Warrants without regard to the Blockers applicable thereto.
(10)	Includes 250,000 shares of common stock underlying the Company’s Series J Common Stock Purchase Warrants, 2,801 shares of common stock underlying the Company’s Series C Common Stock Purchase Warrants, 2,000 shares of common stock underlying the Company’s Series B Common Stock Purchase Warrants, 187 shares of common stock underlying the Company’s August 2020 Common Stock Purchase Warrants, and 85 shares of common stock underlying the Company’s May 2020 Common Stock Purchase Warrants.
(11)	The securities are directly held by District 2 Capital Fund LP and may be deemed to be beneficially owned by Eric Schlanger, who has investment and dispository power over the securities. The warrants are subject to a Blocker of 4.99%, which such limitation restricts the Selling Stockholder from exercising that portion of the warrants that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the Blocker. The address of District 2 Capital Fund LP and Mr. Schlanger is 14 Wall Street, 2nd Floor, Huntington NY 11743.
(12)	Includes 250,000 shares of common stock underlying the Company’s Series J Common Stock Purchase Warrants, 11,993 shares of common stock underlying the Company’s Series C Common Stock Purchase Warrants, 11,993 shares of common stock underlying the Company’s Series B Common Stock Purchase Warrants, and 480 shares of common stock underlying the Company’s May 2020 Common Stock Purchase Warrants. Does not include 600,000 shares of common stock underlying the Company’s Series K Warrants, which are not exercisable within sixty days of the date hereof.
(13)	Includes all Shares underlying the Series K Warrants without regard to the Blockers applicable thereto.
(14)	Includes 250,000 shares of common stock underlying the Company’s Series J Common Stock Purchase Warrants, 11,993 shares of common stock underlying the Company’s Series C Common Stock Purchase Warrants, 11,993 shares of common stock underlying the Company’s Series B Common Stock Purchase Warrants, and 480 shares of common stock underlying the Company’s May 2020 Common Stock Purchase Warrants.
(15)	Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act of the securities reported herein that are held by Intracoastal. The warrants are subject to a Blocker of 4.99%, which such limitation restricts the Selling Stockholder from exercising that portion of the warrants that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the Blocker. The address of Intracoastal, Mr. Kopin and Mr. Asher is 245 Palm Trail, Delray Beach, FL 33483.

Table of Contents

Under the terms of the Series C-1 Preferred Certificate of Designations and the Certificates of Designations, a selling stockholder may not convert the applicable Initial Preferred Shares or convert the applicable Initial Preferred Shares to the extent (but only to the extent) such selling stockholder or any of its affiliates would beneficially own a number of shares of our shares of Common Stock which would exceed 4.99%, or, at the election of the selling stockholder, 9.99% ~~Table~~of the outstanding shares of ~~Contents~~the Company. The number of shares in the second column reflects these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

(16)	Includes 420,409 shares of common stock underlying the Company’s Series I Common Stock Purchase Warrants. Does not include 880,000 shares of common stock underlying the Company’s Series K Common Stock Purchase Warrants, which are not exercisable within sixty days, or 79,591 shares of common stock underlying the Company’s Series I Common Stock Purchase Warrants, 500,000 shares of common stock underlying the Company’s Series J Common Stock Purchase Warrants, 1,650 shares of common stock underlying the Company’s Series C Common Stock Purchase Warrants, 1,650 shares of common stock underlying the Company’s Series B Common Stock Purchase Warrants, 194.29 shares of common stock underlying the Company’s August 2020 Common Stock Purchase Warrants, and 110.93 shares of common stock underlying the Company’s May 2020 Common Stock Purchase Warrants, due to application of the Blockers.
Name of Selling Stockholder		Number of Shares of Common Stock Beneficially Owned Prior to Offering (1)		Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus		Number of shares of Common Stock Owned After Offering		Percentage of Common Stock Owned After Offering
(17)	Includes all Shares underlying the Series K Warrants without regard to the Blockers applicable thereto.
Iroquois Capital Investment Group, LLC (2)			565,713		565,713		-		-	%
(18)	Includes 500,000 shares of common stock underlying the Company’s Series I Common Stock Purchase Warrants and 482,169 shares of common stock underlying the Company’s Series J Common Stock Purchase Warrants. Does not include 17,831 shares of common stock underlying the Company’s Series J Common Stock Purchase Warrants, 1,650 shares of common stock underlying the Company’s Series C Common Stock Purchase Warrants, 1,650 shares of common stock underlying the Company’s Series B Common Stock Purchase Warrants, 194.29 shares of common stock underlying the Company’s August 2020 Common Stock Purchase Warrants, and 110.93 shares of common stock underlying the Company’s May 2020 Common Stock Purchase Warrants, due to application of the Blockers.
Iroquois Master Fund Ltd. (2)			428,571		428,571		-		-	%
(19)	Includes securities held directly by Warberg WF XI LP and Warberg WF XII LP, which may be deemed to be beneficially owned by Daniel Warsh, who has investment and dispository power over the securities. The warrants are subject to a Blocker of 4.99%, which such limitation restricts the Selling Stockholder from exercising that portion of the warrants that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the Blocker. The address of Warberg WF XI LP, Warberg WF XII LP and Mr. Warsh is 716 Oak Street, Winnetka, IL 60093.
Jason Adelman (3)			617,142		617,142		-		-	%
(20)	Includes the following securities held directly by Warberg WF XI LP : 176,999 shares of common stock and 47,817 shares of common stock underlying the Company’s Series J Common Stock Purchase Warrants. Also includes the following securities held directly by Warberg WF XII LP : 177,001 shares of common stock. Does not include the following securities held by Warberg WF XI LP: 500,000 shares of common stock underlying the Company’s Series K Common Stock Purchase Warrants, which are not exercisable within sixty days, and 202,183 shares of common stock underlying the Company’s Series J Common Stock Purchase Warrants, due to application of the Blockers. Also does not include the following securities held by Warberg WF XII LP: 500,000 shares of common stock underlying the Company’s Series K Common Stock Purchase Warrants, which are not exercisable within sixty days, and 250,000 shares of common stock underlying the Company’s Series J Common Stock Purchase Warrants, due to application of the Blockers.
Robert Forster (4)			4,431,429		4,431,429		-		-	%
(21)	Includes all Shares underlying the Series K Warrants without regard to the Blockers applicable thereto.
Anson Investments Master Fund LP (5)			3,865,713		3,865,713		-		-	%
(22)	Includes the following securities held directly by Warberg WF XI LP : 176,999 shares of common stock and 250,000 shares of common stock underlying the Series J Common Stock Purchase Warrants. Also includes the following securities held directly by Warberg WF XII LP : 202,183 shares of common stock, and 250,000 shares of common stock underlying the Series J Common Stock Purchase Warrants.
SEG Jets SPV I LLC (6)			27,685,713		27,685,713		-		-	%
Jonathan Schechter (7)			39,260		39,260		-		-	%
Joseph Reda (8)			176,674		176,674		-		-	%
Gregory Castaldo (9)			176,674		176,674		-		-	%
Anson East Master Fund, LP (10)			1,285,713		1,285,713		-		-	%
C/M Capital Master Fund LP (11)			1,431,429		1,431,429		-		-	%
WVP Emerging Manager Onshore Fund, LLC – Structured Small Cap Lending Series (12)			1,431,429		1,431,429		-		-	%
Sixth Borough Capital Fund LP (13)			1,860,000		1,860,000		-		-	%
Leonite Fund 1 LP (14)			925,713		925,713		-		-	%
Unicorn Capital Partners, LLC (15)			214,287		214,287		-		-	%
Creatd, Inc. (16)			16,508,571		16,508,571		-		-	%
David A. Jenkins (17)			1,780,897		1,766,982		13,909		*	%
FatBoy Capital, LP (18)			4,690,602		4,656,023		34,579		*	%

10* ~~Table~~Less ofthan ~~Contents~~1%

~~Relationships~~(1) This table and the information in the notes below are based upon information available to the Company and upon 2,692,473 shares of Common Stock issued and outstanding as of June 22, 2026. Any securities not outstanding which are subject to options, warrants, rights or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such selling stockholder but are not deemed to be outstanding for the purpose of computing the percentage of the class by any other selling stockholder. Except as expressly noted in the footnotes below, beneficial ownership has been determined in accordance with ~~Selling~~Rule ~~Stockholders~~13d-3 under the Exchange Act. The amounts set forth in this column reflect the application of various limitations on the issuance of shares of Common Stock under Certificate of Designations, as applicable, including beneficial ownership limitations and limitations under the rules or regulations of the NYSE American.

On(2) ~~July~~Shares ~~22,~~of ~~2022,~~Common weStock ~~reduced~~to be sold pursuant to this prospectus represent the ~~exercise~~number ~~price~~of shares of ~~all~~Common ~~outstanding~~Stock ~~warrants~~that may be issued, ~~consisting~~in the aggregate, upon conversion of the shares of Series AC-1, Series C-2 and Series BC-3 ~~warrants~~Convertible ~~that~~Preferred ~~were~~Stock ~~issued~~beneficially inowned ~~our~~by ~~February~~the ~~2022~~selling ~~public~~stockholder, ~~offering~~including (i) 188,571 ~~from~~shares ~~$250.00~~of ~~per~~Common ~~share~~Stock issuable upon conversion of 66 shares of Series C-1 Preferred Stock (subject to ~~$140~~a 4.0099% ~~per~~beneficial ~~share,~~ownership orlimitation) ~~the~~held ~~Warrant~~by ~~Repricing.~~Iroquois ~~Following~~Capital ~~the~~Investment ~~Warrant~~Group, ~~Repricing~~LLC (“ICIG”), we(ii) ~~entered~~188,571 ~~into~~shares ~~warrant~~of ~~inducement~~Common ~~offer~~Stock ~~letters~~issuable ~~with~~upon ~~each~~conversion of ~~the~~66 ~~Selling~~shares ~~Stockholders~~of ~~except~~Series ~~the~~C-2 ~~Warberg~~Preferred ~~LPs,~~Stock (subject to ~~immediately~~a ~~exercise~~4.99% ~~all~~beneficial ownership limitation) held by ICIG, (iii) 188,571 shares of ~~the~~Common ~~Series~~Stock Aissuable ~~and~~upon conversion of 66 shares of Series BC-3 ~~warrants~~Preferred Stock (subject to a 4.99% beneficial ownership limitation) held by ~~such~~ICIG, ~~investors.~~(iv) ~~Investors~~142,857 ~~who~~shares ~~exercised~~of ~~their~~Common ~~Series~~Stock Aissuable ~~warrants~~upon ~~received~~conversion of 50 shares of Series C-1 ~~warrants~~Preferred Stock (subject to ~~purchase~~a ~~100~~4.99% beneficial ownership limitation) held by Iroquois Master Fund Ltd. (“IMF”), (v) 142,857 shares of ~~the~~Common Stock issuable upon conversion of 50 shares ~~exercised~~of ~~pursuant~~Series C-2 Preferred Stock (subject to ~~the~~a ~~Series~~4.99% Abeneficial ~~warrants~~ownership ~~with~~limitation) anheld ~~exercise~~by ~~price~~IMF, and (vi) 142,857 shares of ~~$140.00~~Common ~~per~~Stock ~~share~~issuable ~~and~~upon aconversion ~~term~~of 50 shares of ~~five~~Series ~~years~~C-3 Preferred Stock (subject to a 4.99% ~~All~~beneficial ofownership ~~the~~limitation) ~~Selling~~held ~~Stockholders~~by orIMF. ~~their~~The ~~affiliates~~share ~~purchased~~amounts ~~securities~~reflect each selling stockholder’s participation in ~~our~~both the Initial Private Placement Financing (which closed on February ~~2022~~9, ~~public~~2026) ~~offering~~and the Subsequent Private Placement Financing (which closed on March 10, 2026).

~~On January 9, 2023, we entered into the following agreements with Armistice as of that date:~~18

·Table ~~an Inducement Letter with Armistice, pursuant to which we repriced existing warrants in connection with their exercise, following which we issued shares~~ of Common Stock, as well as certain Series E Warrants, to the Master Fund, and filed a registration statement with respect to the resale of the Common Stock issued and underlying the Series E Warrants; · a Securities Purchase Agreement pursuant to which we closed a pipe transaction related to our Series A Preferred Stock and Series F and G Warrants; and · a Registration Rights Agreement, pursuant to which a Registration Statement has been filed covering the resale of the shares of our common stock subject to the Series A Preferred Stock and the Series F and Series G Warrants, all of which were held by Armistice, but none of which remain outstanding.Contents

~~Prior~~The toshares are held directly by IMF and ICIG. Iroquois Capital Management LLC (“Iroquois”) is the ~~date~~investment ~~hereof,~~manager ~~Armistice~~of IMF. Iroquois has ~~converted~~voting ~~all~~control and investment discretion over securities held by IMF. As Managing Members of ~~its~~Iroquois, ~~Series~~Richard AAbbe ~~Preferred~~and ~~Stock~~Kimberly Page make voting and investment decisions on behalf of Iroquois in their capacity as investment manager to ~~common~~IMF. ~~stock~~As a result of the foregoing, Mr. Abbe and Mrs. Page may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities held by Iroquois and IMF. Richard Abbe is the managing member of ICIG. Mr. Abbe has ~~exercised~~voting ~~all~~control and investment discretion over securities held by ICIG. As such, Mr. Abbe may be deemed to be the beneficial owner (as determined under Section 13(d) of ~~its~~the ~~Series~~Exchange EAct) of the securities held by ICIG. Each of Iroquois, ~~Series~~Mr. FAbbe and ~~Series~~Ms. GPage ~~Warrants~~disclaims beneficial ownership over the securities listed except to the extent of their pecuniary interest therein. IMF and ICIG’s address is 2 Overhill Road, Suite 400, Scarsdale, NY 10583.

On(3) ~~October~~Shares ~~24,~~of ~~2024,~~Common weStock ~~reduced~~to ~~the~~be ~~exercise~~sold ~~price~~pursuant ofto ~~all~~this ~~outstanding~~prospectus ~~Series~~represent Hthe ~~and~~number ~~Series~~of Ishares ~~Warrants,~~of ~~which~~Common ~~were~~Stock that may be issued, in ~~our~~the ~~September~~aggregate, ~~2024~~upon ~~public~~conversion ~~offering,~~of ~~from~~the $shares of Series C-1~~.00~~, ~~per~~Series ~~share~~C-2 toand ~~$0.70~~Series ~~per~~C-3 ~~share,~~Convertible orPreferred ~~the~~Stock ~~Warrant~~beneficially ~~Repricing.~~owned ~~Following~~by the ~~Warrant~~selling ~~Repricing~~stockholder, weincluding ~~entered~~(i) ~~into~~205,714 ~~warrant~~shares ~~inducement~~of ~~offer~~Common ~~letters~~Stock ~~with~~issuable ~~each~~upon conversion of ~~the~~72 ~~Selling~~shares ~~Stockholders,~~of toSeries ~~immediately~~C-1 ~~exercise~~Preferred ~~some~~Stock or(subject ~~all~~to ofa ~~the~~4.99% ~~Series~~beneficial Hownership ~~and~~limitation), ~~Series~~(ii) I205,714 ~~warrants~~shares ~~held~~of byCommon ~~such~~Stock ~~investors.~~issuable ~~Investors~~upon ~~who~~conversion ~~exercised~~of ~~their~~72 shares of Series HC-2 ~~and/or~~Preferred ~~Series~~Stock I(subject ~~Warrants~~to ~~received~~a ~~Series~~4.99% Kbeneficial ~~Warrants~~ownership tolimitation), ~~purchase~~and ~~200%~~(iii) 205,714 shares of ~~the~~Common ~~shares~~Stock ~~exercised~~issuable ~~pursuant~~upon toconversion ~~the~~of ~~Series~~72 Hshares ~~and~~of Series IC-3 ~~Warrants~~Preferred ~~with~~Stock an(subject ~~exercise~~to ~~price~~a of4.99% $0beneficial ownership limitation).70 ~~per~~The share ~~and~~amounts areflect ~~term~~the ofselling ~~5.5~~stockholder’s ~~years~~participation ~~from~~in both the ~~date~~Initial ~~stockholder~~Private ~~approval~~Placement ofFinancing ~~the~~(which ~~exercise~~closed ofon February 9, 2026) and the ~~Series~~Subsequent KPrivate ~~Warrants~~Placement isFinancing ~~obtained.~~(which closed on March 10, 2026).

OnThe ~~October~~address ~~24, 2024, we also reduced the exercise price~~ of ~~all~~Jason ~~outstanding~~Adelman ~~Series~~is E,555 ~~Series~~Regatta ~~F and Series G warrants~~Way, ~~all of which were held by Armistice~~Bradenton, ~~from~~FL ~~prices ranging from $40 to $30 per share, to $0~~34208.70 per share, or the Warrant Repricing. Following the Warrant Repricing, we entered into warrant inducement offer letters with Armistice to immediately exercise all of the Series E, Series F and Series G Warrants held by them. Armistice received Series K Warrants to purchase 200% of the shares exercised pursuant to the Series E, Series F and Series G Warrants with an exercise price of $0.70 per share and a term of 5.5 years from the date stockholder approval of the exercise of the Series K Warrants is obtained.

11(4) ~~Table~~Shares of ~~Contents~~Common Stock to be sold pursuant to this prospectus represent the number of shares of Common Stock that may be issued, in the aggregate, upon conversion of the shares of Series C-1, Series C-2 and Series C-3 Convertible Preferred Stock beneficially owned by the selling stockholder, including (i) 1,477,143 shares of Common Stock issuable upon conversion of 517 shares of Series C-1 Preferred Stock (subject to a 4.99% beneficial ownership limitation), (ii) 1,477,143 shares of Common Stock issuable upon conversion of 517 shares of Series C-2 Preferred Stock (subject to a 4.99% beneficial ownership limitation), and (iii) 1,477,143 shares of Common Stock issuable upon conversion of 517 shares of Series C-3 Preferred Stock (subject to a 4.99% beneficial ownership limitation). The share amounts reflect the selling stockholder’s participation in both the Initial Private Placement Financing (which closed on February 9, 2026) and the Subsequent Private Placement Financing (which closed on March 10, 2026).

~~DESCRIPTION~~The OFaddress ~~CAPITAL~~of ~~STOCK~~Robert Forster is 54 Deepdale Drive, Great Neck, NY 11021.

~~General~~(5) Shares of Common Stock to be sold pursuant to this prospectus represent the number of shares of Common Stock that may be issued, in the aggregate, upon conversion of the shares of Series C-1, Series C-2 and Series C-3 Convertible Preferred Stock beneficially owned by the selling stockholder, including (i) 1,288,571 shares of Common Stock issuable upon conversion of 451 shares of Series C-1 Preferred Stock (subject to a 4.99% beneficial ownership limitation), (ii) 1,288,571 shares of Common Stock issuable upon conversion of 451 shares of Series C-2 Preferred Stock (subject to a 4.99% beneficial ownership limitation), and (iii) 1,288,571 shares of Common Stock issuable upon conversion of 451 shares of Series C-3 Preferred Stock (subject to a 4.99% beneficial ownership limitation). The share amounts reflect the selling stockholder’s participation in both the Initial Private Placement Financing (which closed on February 9, 2026) and the Subsequent Private Placement Financing (which closed on March 10, 2026).

~~The~~Anson ~~following~~Advisors ~~description~~Inc. ~~summarizes~~and ~~certain~~Anson ~~terms~~Funds ofManagement ~~our~~LP, ~~capital~~the ~~stock~~Co-Investment ~~and~~Advisers ~~certain provisions~~ of ~~our~~Anson ~~amended~~Investments ~~and~~Master ~~restated~~Fund ~~certificate~~LP of(“Anson”), ~~incorporation.~~hold Wevoting ~~have adopted an amended~~ and ~~restated~~dispositive ~~certificate~~power ofover ~~incorporation~~the ~~and~~securities ~~amended~~beneficially ~~and~~owned ~~restated~~by ~~bylaws,~~Anson. ~~and~~Tony ~~this~~Moore ~~description~~is ~~summarizes~~the ~~certain~~managing member of ~~the~~Anson ~~provisions~~Management ~~that~~GP ~~are~~LLC, ~~included~~which inis ~~those~~the ~~documents.~~general ~~This~~partner ~~summary~~of ~~does~~Anson ~~not~~Funds ~~purport~~Management toLP. beMoez ~~complete~~Kassam and isAmin ~~qualified~~Nathoo inare ~~its~~directors ~~entirety by the provisions~~ of ~~our~~Anson ~~amended~~Advisors ~~and~~Inc. ~~restated~~Mr. ~~certificate~~Moore, ofMr. ~~incorporation~~Kassam and ~~amended~~Mr. ~~and~~Nathoo ~~restated~~each ~~bylaws,~~disclaim ~~copies~~beneficial ownership of ~~which~~these ~~are~~securities ~~filed~~except ~~with~~to the ~~SEC~~extent asof ~~exhibits~~their topecuniary ~~our~~interest ~~Annual~~therein. ~~Report~~The onprincipal ~~Form~~business ~~10-K~~address ~~for~~of ~~the~~Anson ~~year~~is ~~ended~~Maples ~~December~~Corporate 31Services Limited, ~~2023~~PO ~~and~~Box ~~our~~309, ~~Quarterly~~Ugland ~~Report~~House, onGrand ~~Form~~Cayman, 10KY1-~~Q for the quarter ended September 30~~1104, ~~2024,~~Cayman ~~and to the applicable provisions of Delaware law~~Islands.

Our authorized capital stock consists of 40,000,000 shares of capital stock, of which 30,000,000 shares are designated as common stock, $0.0001 par value per share, and 10,000,000 shares are designated as preferred stock, $0.0001 par value per share. We have one class of preferred stock issued and outstanding as described below. 19

~~Common~~Table ~~Stock~~of Contents

~~The~~(6) ~~holders~~Shares of ~~common~~Common ~~stock~~Stock ~~are entitled~~ to ~~one~~be ~~vote~~sold ~~per~~pursuant ~~share~~to onthis ~~all~~prospectus ~~matters~~represent ~~submitted~~the tonumber aof ~~vote~~shares of ~~our~~Common ~~stockholders~~Stock ~~and~~that domay ~~not~~be ~~have~~issued, ~~cumulative~~in ~~voting~~the ~~rights. Accordingly~~aggregate, ~~holders~~upon ofconversion ~~a majority~~ of the shares of ~~common~~Series ~~stock~~C-1, ~~entitled~~Series toC-2 ~~vote~~and inSeries ~~any~~C-3 ~~election~~Convertible ofPreferred ~~directors~~Stock ~~may~~beneficially ~~elect~~owned ~~all~~by the selling stockholder, including (i) 4,228,571 shares of ~~the~~Common ~~directors~~Stock ~~standing~~issuable ~~for~~upon ~~election.~~conversion ~~Subject~~of to1,480 ~~preferences~~shares ~~that~~of ~~may~~Series beC-1 ~~applicable~~Preferred Stock (subject to ~~any~~a ~~preferred~~4.99% ~~stock~~beneficial ~~outstanding~~ownership atlimitation), ~~the~~(ii) ~~time~~4,228,571 ~~the~~shares ~~holders~~of Common Stock issuable upon conversion of ~~outstanding~~1,480 shares of ~~common~~Series ~~stock~~C-2 ~~are~~Preferred ~~entitled~~Stock (subject to ~~receive~~a ~~ratably~~4.99% ~~any~~beneficial ~~dividends~~ownership ~~declared~~limitation), by(iii) ~~our~~4,228,571 ~~board~~shares of ~~directors~~Common ~~out~~Stock ofissuable ~~assets~~upon ~~legally~~conversion ~~available.~~of ~~See~~1,480 ~~the~~shares ~~section~~of ~~captioned~~Series ~~“Dividend~~C-3 ~~Policy”~~Preferred ~~for~~Stock ~~additional~~(subject ~~information~~to a 4.99% ~~Upon~~beneficial ~~our~~ownership ~~liquidation~~limitation), ~~dissolution~~and or(iv) ~~winding~~15,000,000 upshares of Common Stock issuable upon conversion of 5,250 ~~holders~~shares of ~~our~~Series ~~common~~D ~~stock~~Preferred ~~are~~Stock ~~entitled~~(subject to ~~share~~a ~~ratably~~4.99% inbeneficial ~~all~~ownership ~~assets~~limitation). ~~remaining~~The ~~after~~shares ~~payment~~ of ~~liabilities~~Series C-1, Series C-2 and Series C-3 Convertible Preferred Stock reflect the ~~liquidation~~selling ~~preference~~stockholder’s ofparticipation ~~any~~in ~~then~~both ~~outstanding~~the ~~shares~~Initial ofPrivate ~~preferred~~Placement ~~stock.~~Financing ~~Holders~~(which ofclosed ~~common~~on ~~stock~~February ~~have~~9, no2026) ~~preemptive~~and orthe ~~conversion~~Subsequent ~~rights~~Private orPlacement ~~other~~Financing ~~subscription~~(which ~~rights~~closed on March 10, 2026). ~~There~~The ~~are~~shares noof ~~redemption~~Series orD ~~sinking~~Convertible ~~fund~~Preferred ~~provisions~~Stock ~~applicable~~were toacquired in the ~~common~~Initial ~~stock~~Private Placement Acquisition.

~~Preferred~~Joseph ~~Stock~~Reda, as sole member of SEG JETS SPV I LLC has voting and dispositive power over the securities held by SEG Jets. As such, Mr. Reda may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by SEG Jets. SEG Jet’s address is 135 Sycamore Drive, Roslyn, NY 11576.

~~Pursuant~~(7) toShares ~~our~~of ~~amended~~Common ~~and~~Stock ~~restated~~to ~~certificate~~be ofsold ~~incorporation,~~pursuant ~~our~~to ~~board~~this ofprospectus ~~directors~~represent ~~has~~ the ~~authority,~~Common ~~without~~Shares ~~further~~and ~~action by~~ the ~~stockholders,~~number toof ~~issue from time to time up to 10,000,000~~ shares of ~~preferred~~Common ~~stock~~Stock inthat ~~one or more series. Our board of directors~~ may ~~designate~~be ~~the rights~~issued, ~~preferences,~~in ~~privileges and restrictions of~~ the ~~preferred stock~~aggregate, ~~including~~upon ~~dividend rights,~~ conversion ~~rights,~~of ~~voting~~any ~~rights,~~Initial ~~redemption~~Preferred ~~rights,~~Shares ~~liquidation~~beneficially ~~preference,~~owned ~~sinking~~by ~~fund terms and~~ the ~~number~~selling ofstockholder, ~~shares~~including ~~constituting~~39,260 ~~any~~Common ~~series or the designation of any series~~Shares.

~~Currently,~~Mr. weSchechter ~~have~~is ~~one~~an ~~class~~affiliate of ~~Preferred~~Dawson ~~Stock~~James ~~outstanding~~Securities, ~~our~~Inc., ~~Series~~a Xregistered ~~preferred~~broker-dealer. ~~stock, $0~~Mr.~~0001~~ ~~par~~Schechter ~~value~~has ~~(“Series~~represented Xto ~~Preferred”). As~~us ofthat the ~~date~~shares ~~hereof,~~held ~~there~~by it were ~~outstanding~~acquired ~~12,656~~in ~~shares~~the ordinary course of ~~Series~~business Xand ~~Preferred,~~that ~~each~~at the time of ~~which~~issuance, isit ~~convertible~~did ~~into~~not ~~100~~have ~~shares~~any ofagreements ~~common~~or ~~stock~~understandings, ~~subject~~directly toor ~~certain~~indirectly, ~~conditions~~with ~~and~~any ~~ownership~~person ~~blockers~~to asdistribute ~~described~~such ~~below~~shares. ~~Certain~~To ~~key~~the ~~terms~~extent that we become aware that such persons or entities did not acquire their shares in the ordinary course of business, or did have such an agreement or understanding, we will file a supplement to the ~~Series~~prospectus Xto ~~Preferred~~designate ~~are~~such ~~summarized~~affiliate ~~below:~~as an “underwriter” within the meaning of the Securities Act.

~~☐ Series X Preferred.~~ The ~~currently~~address ~~outstanding shares~~ of ~~Series~~Jonathan XSchechter ~~Preferred are subject to a contractual restriction which prohibits them from being converted unless the Company applies for and~~ is ~~approved~~135 ~~for~~Sycamore ~~a new initial listing on the NYSE American or other national securities exchange~~Drive, orRoslyn isNY ~~delisted from the NYSE American~~11576. No assurance is given that the Company shall make such application or that if it did any approval would be given by the exchange. The Series X Preferred is also subject to beneficial ownership “blocker” provisions that prohibit any conversion that would cause the holder to have, post-conversion, beneficial ownership of common stock above a pre-set threshold. The precise ownership blocker level varies among the shares, as the level for each share was previously chosen by the holder thereof, from within the range of 0.99% to 19.99%. The Series X Preferred is intended to have economic rights equivalent to the Company’s common stock, but has very limited voting rights. Holders of Series X Preferred are entitled to receive dividends on shares of Series X Preferred equal to, on an as-if-converted-to-Common-Stock basis, and in the same form as, dividends actually paid on shares of the Common Stock. Except as otherwise required by law, the Series X Preferred does not have voting rights. However, as long as any shares of Series X Preferred are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series X Preferred, (a) alter or change adversely the powers, preferences or rights given to the Series X Preferred, (b) alter or amend the Certificate of Designation for the Series X Preferred, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series X Preferred, (d) increase the number of authorized shares of Series X Preferred, or (e) enter into any agreement with respect to any of the foregoing. The Series X Preferred does not have a preference upon any liquidation, dissolution or winding-up of the Company. The holders of Series X Preferred shall be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of Common Company Stock would receive if the Series X Preferred were fully converted (disregarding for such purposes any conversion limitations) to our common stock, which amounts will be paid pari passu with all holders of our common stock.

12(8) ~~Table~~Shares of ~~Contents~~Common Stock to be sold pursuant to this prospectus represent the Common Shares and the number of shares of Common Stock that may be issued, in the aggregate, upon conversion of any Initial Preferred Shares beneficially owned by the selling stockholder, including 176,674 Common Shares.

The ~~issuance~~address of ~~additional~~Joseph ~~preferred~~Reda ~~stock~~is ~~could~~1324 ~~have~~Manor ~~the effect of further restricting dividends on the common stock~~Circle, ~~diluting~~Pelham ~~the~~NY ~~voting power of the common stock, impairing the liquidation rights of the common stock or delaying, deterring or preventing a change in control~~10803. ~~Such issuance could have the effect of decreasing the market price of the common stock.~~

~~Warrants~~Mr. Reda is an affiliate of Dawson James Securities, Inc., a registered broker-dealer. Mr. Reda has represented to us that the shares held by it were acquired in the ordinary course of business and that at the time of issuance, it did not have any agreements or understandings, directly or indirectly, with any person to distribute such shares. To the extent that we become aware that such persons or entities did not acquire their shares in the ordinary course of business, or did have such an agreement or understanding, we will file a supplement to the prospectus to designate such affiliate as an “underwriter” within the meaning of the Securities Act.

As(9) Shares of ~~November~~Common ~~20,~~Stock ~~2024~~to be sold pursuant to this prospectus represent the Common Shares and the number of shares of Common Stock that may be issued, in the ~~following~~aggregate, ~~warrants~~upon toconversion ~~purchase~~of ~~Company~~any ~~common~~Initial ~~stock~~Preferred ~~were~~Shares ~~outstanding:~~beneficially owned by the selling stockholder, including 176,674 Common Shares.

Title or Description of Warrant Issuance:	Total Shares Underlying Currently Outstanding Warrants Issued		Exercise Price		Expiration Date
May 2020 Warrants		1,275	$	5,625.00	5/20/2025
May 2020 Placement Agent Warrants		124	$	7,031.25	5/20/2025
August 2020 Warrants		1,943	$	4,375.00	8/3/2025
August 2020 Placement Agent Warrants		192	$	5,468.75	7/30/2025
August 2021 Pharos Banker Warrants		148	$	1,495.00	8/16/2026
February 2022 Series B Warrants		39,153	$	140.00	2/4/2029
July 2022 Series C Warrants		28,404	$	140.00	7/22/2027
Pre-Funded September 2024 Series H Warrants*		1,366,000	$	0.00	None
Re-Priced September 2024 Series H Warrants		578,900	$	0.70	3/3/2025
Pre-Funded September 2024 Series I Warrants*		1,730,000	$	0.00	None
Re-Priced September 2024 Series I Warrants		1,078,900	$	0.70	3/3/2026
September 2024 Series J Warrants		3,578,900	$	1.00	9/3/2029
September 2024 Underwriter Warrants**		214,734	$	1.55	08/29/2029
October 2024 Series K Warrants		10,695,962	$	0.70	***
October 2024 Placement Agent Warrants****		320,879	$	1.085	4/25/2029
TOTAL:		19,635,514

Mr. Castaldo is an affiliate of Dawson James Securities, Inc., a registered broker-dealer. Mr. Castaldo has represented to us that the shares held by it were acquired in the ordinary course of business and that at the time of issuance, it did not have any agreements or understandings, directly or indirectly, with any person to distribute such shares. To the extent that we become aware that such persons or entities did not acquire their shares in the ordinary course of business, or did have such an agreement or understanding, we will file a supplement to the prospectus to designate such affiliate as an “underwriter” within the meaning of the Securities Act.

*These Warrants were repriced in October 2024 and were exercised in full; however, due to beneficial ownership limitations, the delivery of common stock in excess of those limitations was prohibited. As a result, these Warrants have been pre-paid in full but the common stock issuable pursuant to their exercise can only be issued if and when compliance with the beneficial ownership limitation is possible.20

~~Below~~Table ~~is a summary~~ of ~~certain key terms of the warrants listed above.~~Contents

**TheseThe ~~Warrants~~address ~~become~~of ~~exercisable~~Gregory onCastaldo ~~March~~is 33776 Steven James Drive, ~~2025~~Garnet Valley PA 19060.

***These(10) ~~Warrants~~Shares ~~are~~of ~~not~~Common ~~exercisable~~Stock ~~until~~to ~~our~~be ~~stockholders~~sold ~~approve~~pursuant ~~their~~to ~~exercise~~this prospectus represent the number of shares of Common Stock that may be issued, in the aggregate, upon conversion of the shares of Series C-1, Series C-2 and ~~will~~Series ~~expire~~C-3 ~~5.5~~Convertible ~~years~~Preferred ~~from~~Stock acquired by the ~~date~~selling stockholder in the Subsequent Private Placement Financing (which closed on March 10, 2026), including (i) 428,571 shares of Common Stock issuable upon conversion of 150 shares of Series C-1 Preferred Stock (subject to a 4.99% beneficial ownership limitation), (ii) 428,571 shares of Common Stock issuable upon conversion of 150 shares of Series C-2 Preferred Stock (subject to a 4.99% beneficial ownership limitation), and (iii) 428,571 shares of Common Stock issuable upon conversion of 150 shares of Series C-3 Preferred Stock (subject to a 4.99% beneficial ownership limitation). Anson Advisors Inc. and Anson Funds Management LP, the Co-Investment Advisers of Anson East Master Fund, LP, hold voting and dispositive power over the securities beneficially owned by Anson East Master Fund, LP. Tony Moore is the managing member of Anson Management GP LLC, which ~~our~~is ~~stockholders~~the ~~approve~~general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Moore, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these securities except to the extent of their ~~exercise~~pecuniary interest therein. The address of Anson East Master Fund, LP is 181 Bay Street, Suite 4200, Toronto, Ontario, Canada M5J2T3.

****These(11) ~~Warrants~~Shares ~~become~~of ~~exercisable~~Common Stock to be sold pursuant to this prospectus represent the number of shares of Common Stock that may be issued, in the aggregate, upon conversion of the shares of Series C-1, Series C-2 and Series C-3 Convertible Preferred Stock acquired by the selling stockholder in the Subsequent Private Placement Financing (which closed on ~~April~~March 2510, ~~2025~~2026), including (i) 477,143 shares of Common Stock issuable upon conversion of 167 shares of Series C-1 Preferred Stock (subject to a 4.99% beneficial ownership limitation), (ii) 477,143 shares of Common Stock issuable upon conversion of 167 shares of Series C-2 Preferred Stock (subject to a 4.99% beneficial ownership limitation), and (iii) 477,143 shares of Common Stock issuable upon conversion of 167 shares of Series C-3 Preferred Stock (subject to a 4.99% beneficial ownership limitation). The natural person having voting and/or dispositive power over the securities held by the selling stockholder is Thomas Walsh. The address of C/M Capital Master Fund LP is 1111 Brickell Avenue, Suite 2920, Miami, FL 33131.

13(12) ~~Table~~Shares of ~~Contents~~Common Stock to be sold pursuant to this prospectus represent the number of shares of Common Stock that may be issued, in the aggregate, upon conversion of the shares of Series C-1, Series C-2 and Series C-3 Convertible Preferred Stock acquired by the selling stockholder in the Subsequent Private Placement Financing (which closed on March 10, 2026), including (i) 477,143 shares of Common Stock issuable upon conversion of 167 shares of Series C-1 Preferred Stock (subject to a 4.99% beneficial ownership limitation), (ii) 477,143 shares of Common Stock issuable upon conversion of 167 shares of Series C-2 Preferred Stock (subject to a 4.99% beneficial ownership limitation), and (iii) 477,143 shares of Common Stock issuable upon conversion of 167 shares of Series C-3 Preferred Stock (subject to a 4.99% beneficial ownership limitation). The natural person having voting and/or dispositive power over the securities held by the selling stockholder is Thomas Walsh. The address of WVP Emerging Manager Onshore Fund, LLC – Structured Small Cap Lending Series is 82 East Allendale Road, Suite 5B, Saddle River, NJ 07458.

~~Below~~(13) isShares of Common Stock to be sold pursuant to this prospectus represent the number of shares of Common Stock that may be issued, in the aggregate, upon conversion of the shares of Series C-1, Series C-2 and Series C-3 Convertible Preferred Stock acquired by the selling stockholder in the Subsequent Private Placement Financing (which closed on March 10, 2026), including (i) 620,000 shares of Common Stock issuable upon conversion of 217 shares of Series C-1 Preferred Stock (subject to a ~~summary~~4.99% beneficial ownership limitation), (ii) 620,000 shares of ~~certain~~Common ~~key~~Stock ~~terms~~issuable upon conversion of 217 shares of Series C-2 Preferred Stock (subject to a 4.99% beneficial ownership limitation), and (iii) 620,000 shares of Common Stock issuable upon conversion of 217 shares of Series C-3 Preferred Stock (subject to a 4.99% beneficial ownership limitation). The natural person having voting and/or dispositive power over the ~~warrants~~securities ~~listed~~held ~~above:~~by the selling stockholder is Robert D. Keyser, Jr. The address of Sixth Borough Capital Fund LP is 1515 N Federal Highway, Suite 300, Boca Raton, FL 33432.

Adjustments. The exercise price and number of shares of common stock issuable upon exercise are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our shares of common stock and the exercise price. Special provisions are also provided (other than in the August 2021 Pharos Banker Warrants) for certain fundamental transactions as described below.21

~~Exercisability.~~Table ~~The warrants are generally exercisable, at the option~~ of the holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of common stock purchased upon such exercise (except in the case of a cashless exercise, which most of the warrants allow under certain circumstances). However, some of the warrants are subject to a warrant agency agreement with our transfer agent (identified below), and warrants in book entry form require exercise through DTC.Contents

	-	Beneficial ownership limitations. All of the warrants other than the August 2021 Pharos Banker Warrants impose certain beneficial ownership limitations. Under these provisions, a holder (together with its affiliates) may not exercise any portion of a warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99% (or, in the case of Series F and G Warrants, 40%, and in the case of the Series H, I, J and K Warrants, 19.99%) of the outstanding shares of common stock immediately after exercise. However, upon notice from the holder to us, the holder may decrease or increase the holder’s beneficial ownership limitation, which may not exceed 9.99% (19.99% in the case of the Series H, I, J and K Warrants) of the number of outstanding shares of common stock immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to us.
	-	No fractional shares or scrip. No fractional shares will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price (or for some warrants, round down to the next whole share).

(14) Shares of Common Stock to be sold pursuant to this prospectus represent the number of shares of Common Stock that may be issued, in the aggregate, upon conversion of the shares of Series C-1, Series C-2 and Series C-3 Convertible Preferred Stock acquired by the selling stockholder in the Subsequent Private Placement Financing (which closed on March 10, 2026), including (i) 308,571 shares of Common Stock issuable upon conversion of 108 shares of Series C-1 Preferred Stock (subject to a 4.99% beneficial ownership limitation), (ii) 308,571 shares of Common Stock issuable upon conversion of 108 shares of Series C-2 Preferred Stock (subject to a 4.99% beneficial ownership limitation), and (iii) 308,571 shares of Common Stock issuable upon conversion of 108 shares of Series C-3 Preferred Stock (subject to a 4.99% beneficial ownership limitation). The natural person having voting and/or dispositive power over the securities held by the selling stockholder is Avrohom Geller. The address of Leonite Fund 1 LP is 1 Hillcrest Center Drive, Suite 232, Spring Valley, NY 10977.

~~Transferability.~~(15) ~~Subject~~Shares toof ~~applicable~~Common ~~securities~~Stock ~~and~~to ~~other~~be ~~laws~~sold ~~and~~pursuant ~~procedures~~to ~~intended~~this toprospectus ~~ensure~~represent ~~compliance~~the ~~with~~number ~~such~~of ~~laws,~~shares aof ~~warrant~~Common Stock that may be ~~transferred~~issued, atin the ~~option~~aggregate, upon conversion of the ~~holder~~shares of Series C-1, Series C-2 and Series C-3 Convertible Preferred Stock acquired by the selling stockholder in the Subsequent Private Placement Financing (which closed on March 10, 2026), including (i) 71,429 shares of Common Stock issuable upon ~~surrender~~conversion of ~~the~~25 ~~warrant~~shares of Series C-1 Preferred Stock (subject to usa ~~together~~4.99% ~~with~~beneficial ~~the~~ownership ~~appropriate~~limitation), ~~instruments~~(ii) 71,429 shares of ~~transfer~~Common Stock issuable upon conversion of 25 shares of Series C-2 Preferred Stock (subject to a 4.99% beneficial ownership limitation), ~~except~~and ~~that~~(iii) ~~transferability~~71,429 shares of ~~the~~Common ~~placement~~Stock ~~agent~~issuable ~~warrants~~upon isconversion of 25 shares of Series C-3 Preferred Stock (subject to ~~applicable~~a ~~FINRA~~4.99% ~~rules~~beneficial ownership limitation). The natural person having voting and/or dispositive power over the securities held by the selling stockholder is Andrew Haag. The address of Unicorn Capital Partners, LLC is 1688 Meridian Avenue, Suite 700, Miami Beach, FL 33139.

~~Exchange~~(16) ~~Listing.~~Shares ~~There~~of isCommon noStock ~~trading~~to ~~market~~be ~~available~~sold ~~for~~pursuant ~~any~~to this prospectus represent 16,508,571 shares of ~~the~~Common ~~warrants~~Stock onissuable ~~any~~upon ~~securities~~conversion ~~exchange~~of or5,778 ~~nationally~~shares ~~recognized~~of ~~trading~~Series ~~system.~~D WeConvertible doPreferred ~~not~~Stock ~~intend~~(subject to ~~list~~a ~~any~~4.99% beneficial ownership limitation), which shares of Series D Preferred Stock are issuable to the ~~warrants~~selling onstockholder ~~any~~pursuant ~~securities~~to ~~exchange~~the Subsequent Acquisition Purchase Agreement, dated March 9, 2026, by and between the Company and Creatd, Inc. Creatd, Inc. is a Nevada corporation. The natural person or ~~nationally~~persons ~~recognized~~having ~~trading~~voting ~~system~~and/or dispositive power over the securities held by Creatd, Inc. is Jeremy Frommer. The address of Creatd, Inc. is 1111B S. Governors Avenue, Ste. 20721, Dover, DE 19904.

~~Call Feature. The Series B Warrants~~ (~~and~~17) ~~none~~Shares of ~~the~~Common ~~other~~Stock ~~currently~~to ~~outstanding~~be ~~warrants)~~sold ~~are~~pursuant ~~callable by us in certain circumstances. Subject~~ to ~~certain~~this ~~exceptions,~~prospectus ifconsist of (ia) ~~the~~1,596,982 ~~volume~~shares ~~weighted average price~~ of ~~our~~Common ~~common~~Stock ~~stock~~issuable ~~(as~~upon ~~defined in~~ the ~~warrant)~~conversion ~~for~~of ~~any~~2,491.293 20shares ~~consecutive~~of ~~trading~~Series ~~days~~J ~~(the~~Convertible ~~“Measurement~~Preferred ~~Period”)~~Stock ~~exceeds~~held ~~$750~~by Mr.00 Jenkins (subject to ~~adjustment~~the ~~for~~beneficial ~~forward~~ownership ~~and~~limitation as ~~reverse~~described ~~stock~~herein) ~~splits, recapitalizations, stock dividends~~ and ~~similar transactions),~~ (iib) ~~the average daily trading volume for such Measurement Period exceeds $500~~170,000 ~~per~~shares ~~trading~~of ~~day,~~Common ~~and~~Stock ~~(iii)~~issuable upon the ~~warrantholder~~exercise isof ~~not~~Series inM ~~possession~~Warrants ofheld ~~any~~by ~~information~~Mr. ~~that~~Jenkins ~~constitutes~~(subject orto ~~might~~the ~~constitute,~~Series ~~material~~M ~~non-public~~Stockholder ~~information~~Approval, ~~which~~as ~~was~~described ~~provided~~herein). byMr. usJenkins orserves ~~our~~as ~~affiliates~~the orChief ~~agents,~~Executive Officer and ~~subject~~Chairman toof the ~~applicable~~Board ~~beneficial~~of ~~ownership~~Directors ~~limitation,~~of ~~then~~the weCompany ~~may,~~and ~~within~~is ~~one~~a ~~trading~~significant ~~day~~stockholder of the ~~end~~Company. ofMr. ~~such~~Jenkins’ ~~Measurement~~address ~~Period,~~is ~~call~~c/o ~~for~~Catheter ~~cancellation~~Precision, ofInc., ~~all~~1670 orHighway ~~any~~160 ~~portion~~West, ofSuite ~~the~~205, ~~warrants~~Fort ~~still outstanding~~Mill, ~~for~~SC ~~consideration equal to $0~~29708.~~001 per warrant share.~~

14(18) ~~Table~~Shares of ~~Contents~~Common Stock to be sold pursuant to this prospectus consist of (a) 4,486,023 shares of Common Stock issuable upon the conversion of 6,998.195 shares of Series J Convertible Preferred Stock held by FatBoy Capital, LP (subject to the beneficial ownership limitation as described herein) and (b) 170,000 shares of Common Stock issuable upon the exercise of Series M Warrants held by FatBoy Capital, LP (subject to the Series M Stockholder Approval, as described herein). FatBoy Capital, LP is a limited partnership wholly controlled and owned by David A. Jenkins, the Company’s Chief Executive Officer and Chairman of the Board of Directors. Mr. Jenkins is the natural person with voting and dispositive power over the securities held by FatBoy Capital, LP. FatBoy Capital, LP’s address is c/o Catheter Precision, Inc., 1670 Highway 160 West, Suite 205, Fort Mill, SC 29708.

~~Voting Rights. None of the warrants confer voting rights.~~22

~~Dividends~~Table and Certain Other Events. If the company declares a dividend or grants subscription rights, or authorizes certain other capital, reclassification or liquidation events specified in the warrant, warrantholders are entitled to notice in order to allow an opportunity to exercise. In addition, the warrants state (other than the August 2021 Pharos Banker Warrants ) that if the Company declares or makes any dividend or other distribution of its assets (or rights to acquire its assets) to common stockholders, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), then the Holders are entitled to participate in the Distribution to the same extent that the Holder would have participated if the Holder had held the number of shares of common stock acquirable upon complete exercise of the warrant (without regard to any limitations such as the beneficial ownership limitations) immediately before the record date for the Distribution, except that if the participation would cause the warrantholder to exceed the relevant beneficial ownership limitation, then the company is required to hold the balance of the distribution that would otherwise cause the excess in abeyance for the benefit of the warrantholder until the release of the distribution would not cause the excess. The Distribution participation rights of the placement agent warrants have carved out cash distributions. The Series B, H, I, J and K warrants provide that to the extent that a warrant has not been partially or completely exercised at the time of a Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the warrantholder until the warrant is exercised. Contents

Fundamental Transaction. In the event of a fundamental transaction , as described in the warrants and generally including any reorganization, recapitalization or reclassification of our shares of common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition by any person or group of more than 50% of our outstanding shares of common stock (in the case of the 2020 Warrants only, excluding common stock held by the other Person) or (in the case of Series B, C, H, I, J, K Underwriter Warrants and Placement Agent Warrants) more than 50% of the voting power of our common stock, a warrantholder (other than a holder of August 2021 Pharos Banker Warrants) will be entitled to receive upon exercise the number of common shares of the successor or acquirer (or the Company, if it is the surviving corporation), and any additional consideration that was receivable by our common shareholders in the transaction, with accompanying adjustments to the exercise price as described in the warrant. In addition, under the Series H, I, J, and K Warrants, in the event of a Change of Control as defined in the warrants, warrantholders may require the company to purchase the remaining unexercised portion of a warrant for an amount equal to the Black-Scholes Value of that portion, as of the date of the Change of Control, unless the Change of Control is not within the Company’s control, as described in the warrant. In that event, holders will instead be entitled to receive the same type or form of consideration (and in the same proportion), at the Black-Scholes Value of the unexercised portion of the warrant, that is being offered and paid to the common shareholders.

Description of Series K Warrants

The Series K Warrants have an exercise price of $0.70 and a term of 5.5 years from date of the Stockholder Approval, as defined below, and exercise of the Series K Warrants is subject to approval of the holders of Company Common Stock (the “Stockholder Approval”). The Series K Warrants are not exercisable unless and until Stockholder Approval is obtained. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our shares of common stock and the exercise price.

Within 30 days of the date of issuance of the Series K Warrants, the Company is obligated to file a registration statement on the appropriate form providing for the resale of the shares of common stock underlying the Series K Warrants and has agreed to cause such registration statement to become effective within 60 days following the date of issuance of the Series K Warrants (90 days in the event that the registration statement is reviewed by the Staff of the Securities and Exchange Commission). This Registration Statement has been filed in order to satisfy this requirement.

15 Table of Contents

The Series K Warrants will not be exercisable unless and until the Company’s stockholders have approved the exercise in accordance with the rules of the NYSE American. The Company has agreed that it shall use commercially reasonable efforts to hold a special meeting of stockholders on or before the 90th calendar day following October 24, 2024, with the recommendation of the Company’s Board of Directors that a proposal allowing for the exercise of all of the Series K Warrants be approved pursuant to the rules and regulations of the NYSE American. The Company currently intends to call that meeting for January 13, 2025.

During such time as the Series K Warrants are outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction (a “Distribution”), then, in each such case, a Series K Warrant holder shall be entitled to participate in such Distribution to the same extent that the Series K Warrant holder would have participated therein if the Series K Warrant holder had held the number of shares of Common Stock acquirable upon complete exercise of the Series K Warrant (without regard to any limitations on exercise thereof, including without limitation, any beneficial ownership limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Series K Warrant holder’s right to participate in any such Distribution would result in the Series K Warrant holder exceeding any beneficial ownership limitation, then the Series K Warrant holder shall not be entitled to participate in such Distribution to such extent, and the portion of such Distribution shall be held in abeyance for the benefit of the Series K Warrant holder until such time, if ever, as its right thereto would not result in the Series K Warrant holder exceeding the beneficial ownership limitation). To the extent that the Series K Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Series K Warrant holder until the Series K Warrant holder has exercised the Series K Warrant.

A holder (together with its affiliates) may not exercise any portion of the Series K Warrant to the extent that the holder would own more than 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%, 14.99% or 19.99%) of the outstanding shares of common stock immediately after exercise. However, upon notice from the holder to us, the holder may decrease or increase the holder’s beneficial ownership limitation, which may not exceed 19.99% of the number of outstanding shares of common stock immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series K Warrant, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to us. No fractional shares will be issued in connection with the exercise of a Series K Warrant. In lieu of fractional shares, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.

If, at the time a holder exercises its Series K Warrant, a registration statement registering the issuance of the shares of common stock underlying the Series K Warrant under the Securities Act is not then effective or available, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the Series K Warrant.

In the event of a defined change of control of the Company, at the request of a holder of a Series K Warrant delivered before the thirtieth (30th) day after such change of control, the Company (or any successor entity) shall purchase the Series K Warrant from the holder by paying to the holder, within five (5) business days after such request (or, if later, on the effective date of the change of control), an amount equal to the Black-Scholes value, as defined in the Series K Warrant, of the remaining unexercised portion of the Series K Warrant on the effective date of such change of control, payable in cash; provided, however, that, if the change of control is not within the Company’s control, including not approved by the Company’s Board of Directors, the holder shall only be entitled to receive from the Company or any successor entity, as of the date of consummation of such change of control, the same type or form of consideration (and in the same proportion), at the Black-Scholes value of the unexercised portion of the Series K Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the change of control, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the change of control.

16 Table of Contents

Subject to applicable laws, a Series K Warrant may be transferred at the option of the holder upon surrender of the Series K Warrant to us together with the appropriate instruments of transfer. There is no trading market available for the Series K Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the Series K Warrants on any securities exchange or nationally recognized trading system.

The terms of the repricing and the Inducement Offer and of the Series K Warrants are complex and the material terms thereof are only briefly summarized above. For further information regarding these agreements and the financing, please refer to our Current Report on Form 8-K filed with the SEC on October 25, 2024, which has been incorporated by reference herein.

Anti-Takeover Effects of Delaware law and our Certificate of Incorporation and Bylaws

The provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that could have the effect of delaying, deferring or discouraging another person from acquiring control of our company. These provisions and certain provisions of Delaware law, which are summarized below, may have the effect of discouraging takeover bids, coercive or otherwise. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Issuance of Undesignated Preferred Stock. As discussed above under “Description of Capital Stock—Preferred Stock,” our board of directors has the ability to designate and issue preferred stock with voting or other rights or preferences that could deter hostile takeovers or delay changes in our control or management.

Limits on Ability of Stockholders to Act by Written Consent or Call a Special Meeting. Our amended and restated certificate of incorporation provides that our stockholders may not act by written consent. This limit on the ability of stockholders to act by written consent may lengthen the amount of time required to take stockholder actions. As a result, the holders of a majority of our capital stock would not be able to amend the amended and restated bylaws or remove directors without holding a meeting of stockholders called in accordance with the amended and restated bylaws. In addition, our amended and restated bylaws provide that special meetings of the stockholders may be called only by the chairperson of the board, our chief executive officer or president (in the absence of a chief executive officer) or a majority of our board of directors. A stockholder may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals. Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of the board of directors. These advance notice procedures may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed and may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of our company.

Board Classification. Our amended and restated certificate of incorporation provides that our board of directors are divided into three classes, one class of which is elected each year by our stockholders. The directors in each class will serve for a three-year term. For more information on the classified board of directors, see Part III, “Directors, Executive Officers and Corporate Governance.” Our classified board of directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us because it generally makes it more difficult for stockholders to replace a majority of the directors.

Election and Removal of Directors. Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that establish specific procedures for appointing and removing members of our board of directors. Under our amended and restated certificate of incorporation and amended and restated bylaws, vacancies and newly created directorships on our board of directors may be filled only by a majority of the directors then serving on the board of directors.

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Under our amended and restated certificate of incorporation and amended and restated bylaws, directors may be removed only for cause by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of directors.

No Cumulative Voting. The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our amended and restated certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation and amended and restated bylaws do not expressly provide for cumulative voting. Without cumulative voting, a minority stockholder may not be able to gain as many seats on our board of directors as the stockholder would be able to gain if cumulative voting were permitted. The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat on our board of directors to influence our board of directors’ decision regarding a takeover.

Amendment of Charter Provision. Any amendment of the above provisions in our amended and restated certificate of incorporation would require approval by holders of at least 66 2/3% of our then outstanding capital stock entitled to vote, voting together as a single class.

Delaware Anti-Takeover Statute. We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

☐ prior to the date of the transaction, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; ☐ upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or ☐ at or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

The provisions of Delaware law and the provisions of our amended and restated certificate of incorporation and amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and as a consequence, they might also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts.

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These provisions might also have the effect of preventing changes in our management. It is also possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.

Choice of Forum. Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty; (iii) any action asserting a claim against us arising under the Delaware General Corporation Law, our amended and restated certificate or our amended and restated bylaws; (iv) any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or our amended and restated bylaws; and (v) any action asserting a claim against us that is governed by the internal-affairs doctrine. Our amended and restated certificate of incorporation further provides that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Equiniti Trust Company, PO Box 500, Newark, NJ 07101, (800) 937-5449 or (718) 921-8124. Our shares of common stock are issued in uncertificated form only, subject to limited circumstances.

Market Listing

Our common stock is listed on the NYSE American under the symbol “VTAK.”

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PLAN OF DISTRIBUTION

~~Each~~We ~~Selling~~are ~~Stockholder~~registering of the ~~securities~~Common Shares and ~~any~~shares of ~~their~~Common ~~pledgees,~~Stock ~~assignees~~issuable ~~and~~upon ~~successors-in-interest~~conversion ~~may,~~or ~~from~~exercise ~~time~~of tothe ~~time~~Series C Preferred Shares, the ~~sell~~Series ~~any~~D orPreferred ~~all~~Shares, ofthe ~~their~~Series ~~securities~~J ~~covered~~Preferred ~~hereby~~Shares onand the ~~principal~~Series ~~trading~~M ~~market~~Warrants to ~~for~~permit the ~~common~~resale ~~stock~~of orthese ~~any~~shares ~~other~~of ~~stock~~Common ~~exchange,~~Stock ~~market~~by orthe ~~trading~~applicable ~~facility~~holders onfrom ~~which~~time ~~the~~to ~~securities~~time ~~are~~after ~~traded~~the ordate inof ~~private~~this ~~transactions~~prospectus. ~~These~~We ~~sales~~will ~~may~~not bereceive atany ~~fixed~~of orthe ~~negotiated~~proceeds ~~prices.~~from Athe ~~Selling~~sale ~~Stockholder~~by ~~may~~the ~~use~~selling ~~any~~stockholders ~~one~~of orthe ~~more~~shares of ~~the~~Common ~~following~~Stock. ~~methods~~We ~~when~~will ~~selling~~bear ~~securities:~~all fees and expenses incident to our obligation to register the shares of Common Stock.

·Each ~~ordinary~~selling ~~brokerage~~stockholder ~~transactions~~of ~~and~~the ~~transactions~~securities inand ~~which~~any ~~the~~of ~~broker‑dealer~~their ~~solicits~~pledgees, ~~purchasers;~~assignees ·and ~~block trades~~ successors-in-interest ~~which~~may ~~the~~sell ~~broker‑dealer~~all ~~will~~or ~~attempt~~a toportion ~~sell~~of the ~~securities~~shares asof ~~agent~~Common ~~but~~Stock ~~may~~held ~~position~~by them and ~~resell~~offered ahereby ~~portion~~from oftime ~~the~~to ~~block~~time asdirectly ~~principal~~or tothrough ~~facilitate~~one ~~the~~or ~~transaction;~~more ·underwriters, ~~purchases~~broker-dealers byor aagents. ~~broker‑dealer~~If asthe ~~principal~~shares ~~and~~of ~~resale~~Common byStock ~~the~~are ~~broker‑dealer~~sold ~~for~~through ~~its~~underwriters ~~account;~~or ·broker-dealers, anthe ~~exchange~~selling ~~distribution~~stockholders inwill ~~accordance~~be ~~with~~responsible ~~the~~for ~~rules~~underwriting ofdiscounts ~~the~~or ~~applicable~~commissions ~~exchange;~~or ·agent’s ~~privately~~commissions. ~~negotiated~~The ~~transactions;~~shares ·of ~~settlement~~Common ofStock ~~short~~may ~~sales;~~be ·sold in ~~transactions~~one ~~through~~or ~~broker‑dealers~~more ~~that~~transactions ~~agree~~at ~~with~~fixed ~~the~~prices, ~~Selling~~at ~~Stockholders~~prevailing tomarket ~~sell~~prices aat ~~specified~~the ~~number~~time of ~~such~~the ~~securities~~sale, at aprices ~~stipulated~~related ~~price~~to ~~per~~prevailing ~~security;~~market ·prices, ~~through~~varying ~~the~~prices ~~writing~~determined orat ~~settlement~~the time of ~~options~~sale or ~~other~~at ~~hedging~~negotiated ~~transactions,~~prices. ~~whether~~These ~~through~~sales anmay ~~options~~be ~~exchange~~effected orin ~~otherwise;~~transactions, ·which amay ~~combination~~involve ofcrosses ~~any~~or ~~such~~block ~~methods~~transactions, ofpursuant ~~sale;~~to one or ·more ~~any~~of ~~other~~the ~~method~~following ~~permitted pursuant to applicable law.~~methods:

~~The~~● ~~Selling~~on ~~Stockholders~~any ~~may~~national ~~also sell~~ securities ~~under~~exchange ~~Rule 144~~ or ~~any~~quotation ~~other~~service ~~exemption~~on ~~from~~which ~~registration~~the ~~under~~securities ~~the~~may ~~Securities~~be ~~Act,~~listed ifor ~~available,~~quoted ~~rather~~at ~~than~~the ~~under~~time ~~this~~of ~~prospectus.~~sale;

~~Broker‑dealers~~● ~~engaged by the Selling Stockholders may arrange for other brokers‑dealers to participate~~ in ~~sales. Broker‑dealers may receive commissions or discounts from~~ the ~~Selling Stockholders (or, if any broker‑dealer acts as agent for~~ over-the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-~~2440.~~counter market;

In● ~~connection~~in ~~with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging~~ transactions ~~with~~otherwise ~~broker-dealers~~than oron other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these ~~securities~~exchanges ~~to close out their short positions,~~ or ~~loan~~systems or ~~pledge~~in the ~~securities to broker~~over-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the ~~delivery to such broker~~-~~dealer~~counter or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).market;

~~The~~● ~~Selling~~through ~~Stockholders~~the ~~and~~writing ~~any broker-dealers~~ or ~~agents~~settlement ~~that are involved in selling the securities may be deemed to be “underwriters” within the meaning~~ of ~~the Securities Act in connection with such sales. In such event~~options, ~~any~~whether ~~commissions received by~~ such ~~broker-dealers~~options orare ~~agents~~listed ~~and any profit~~ on ~~the~~an ~~resale~~options ofexchange ~~the securities purchased by them may be deemed to be underwriting commissions~~ or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. otherwise;

20● ~~Table~~ordinary ofbrokerage ~~Contents~~transactions and transactions in which the broker-dealer solicits purchasers;

~~The~~● ~~Company~~block istrades ~~required~~in towhich ~~pay certain fees and expenses incurred by~~ the ~~Company~~broker-dealer ~~incident~~will attempt to ~~the~~sell ~~registration of~~ the securities. ~~The~~as ~~Company~~agent ~~has~~but ~~agreed~~may toposition ~~indemnify~~and ~~the~~resell ~~Selling~~a ~~Stockholders~~portion ~~against~~of ~~certain~~the ~~losses,~~block ~~claims,~~as ~~damages~~principal ~~and~~to ~~liabilities,~~facilitate ~~including liabilities under~~ the ~~Securities Act.~~ transaction;

We● ~~agreed~~purchases ~~to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold~~ by ~~the~~a ~~Selling~~broker-dealer ~~Stockholders~~as ~~without~~principal ~~registration~~ and ~~without~~resale ~~regard to any volume or manner-of-sale limitations~~ by ~~reason of Rule 144, without~~ the ~~requirement~~broker-dealer for ~~the~~its Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.account;

~~Under~~● ~~applicable~~an ~~rules~~exchange ~~and regulations under the Exchange Act, any person engaged in the~~ distribution ~~of the resale securities may not simultaneously engage~~ in ~~market~~accordance ~~making activities~~ with ~~respect to~~ the ~~common~~rules ~~stock for the applicable restricted period, as defined in Regulation M, prior to the commencement~~ of the ~~distribution. In addition, the Selling Stockholders will be subject to~~ applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). exchange;

●	privately negotiated transactions;

●	short sales made after the date the Registration Statement is declared effective by the SEC;

●	broker-dealers may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share;

●	a combination of any such methods of sale; and

●	any other method permitted pursuant to applicable law

The selling stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

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In addition, the selling stockholders may transfer the securities by other means not described in this prospectus. If the selling stockholders effect such transactions by selling securities to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the securities for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the securities or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the securities in the course of hedging in positions they assume. The selling stockholders may also sell securities short and deliver securities covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge securities to broker-dealers that in turn may sell such securities.

The selling stockholders may pledge or grant a security interest in some or all of the securities owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the securities from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the securities in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating in the distribution of the securities may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of securities is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of securities being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

Under the securities laws of some states, the securities may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the securities may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling stockholder will sell any or all of the securities registered pursuant to the registration statement of which this prospectus forms a part.

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of securities by the selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities with respect to such securities. All of the foregoing may affect the marketability of the securities and the ability of any person or entity to engage in market-making activities with respect to the securities.

We will pay all expenses of the registration of the securities pursuant to the Registration Rights Agreement, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act in accordance with the Registration Rights Agreement or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the securities will be freely tradable in the hands of persons other than our affiliates.

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LEGAL MATTERS

~~Arnall~~The ~~Golden~~validity ~~Gregory~~of ~~LLP~~the ~~will~~securities ~~pass~~offered ~~upon~~by ~~the~~this ~~validity~~prospectus ofwill ~~the~~be ~~shares~~passed ofupon ~~common~~for ~~stock~~us ~~being~~by ~~offered~~Quick ~~hereby~~Law Group PC, Boulder, Colorado.

EXPERTS

The consolidated financial statements of Catheter Precision, Inc., as of ~~December 31, 2023~~ and for the ~~year~~years ~~then~~ ended December 31, ~~which~~2025 ~~have~~and ~~been~~2024, incorporated by reference in this prospectus, bywhich ~~reference~~is toa ~~the~~part ~~Company’s~~of ~~Annual~~this ~~Report~~registration ~~on Form 10-K for the fiscal year ended December 31~~statement, ~~2023,~~ have been audited by WithumSmith+Brown, PC, ~~the~~an ~~Company’s~~ independent registered public accounting firm, as ~~set~~stated ~~forth~~ in their report ~~thereon~~(which report includes an explanatory paragraph about the existence of substantial doubt concerning Company’s ability to continue as a going concern). Such consolidated financial statements ~~are~~have been incorporated herein by reference in reliance ~~upon such report given~~ on the ~~authority~~report of such firm given upon their authority as experts in accounting and auditing.

~~The~~WHERE ~~financial~~YOU ~~statements~~CAN ofFIND ~~Catheter~~MORE Precision, Inc. (previously, Ra Medical Systems, Inc.), as of December 31, 2022 and for the year then ended, which have been incorporated by reference in this prospectus by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, have been audited by Haskell & White LLP, the Company’s previous independent registered public accounting firm, as set forth in their report thereon. Such financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.INFORMATION

21We ~~Table~~have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, filed as part of ~~Contents~~the registration statement, does not contain all the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us, we refer you to the registration statement and to its exhibits and schedules.

~~WHERE~~We ~~YOU~~file ~~CAN~~annual, ~~FIND~~quarterly ~~ADDITIONAL~~and ~~INFORMATION~~ current reports and other information with the SEC. The SEC maintains an internet website at www.sec.gov that contains periodic and current reports, proxy and information statements, and other information regarding registrants that are filed electronically with the SEC.

WeThese ~~file~~documents ~~annual,~~are ~~quarterly~~also ~~and~~available, ~~current~~free ~~reports~~of charge, ~~proxy~~through ~~statements~~the ~~and~~Investors ~~other~~section ~~information~~of ~~with~~our ~~the~~website, ~~SEC~~which is located at ir.catheterprecision.com. ~~Our~~Information ~~SEC~~contained ~~filings~~on ~~are~~our ~~available~~website tois ~~the~~not ~~public~~incorporated ~~over~~by ~~the~~reference ~~Internet~~into atthis ~~the~~prospectus ~~SEC’s~~and you should not consider information on our website atto ~~http://www.sec.gov.~~be part of this prospectus.

We make available, free of charge, through our investor relations website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, statements of changes in beneficial ownership of securities and amendments to those reports and statements as soon as reasonably practicable after they are filed with the SEC. The address for our website is ir.catheterprecision.com. The contents on our website are not part of this prospectus, and the reference to our website does not constitute incorporation by reference into this prospectus of the information contained at that site. 25

~~This~~Table ~~prospectus is part~~ of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our securities. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements. You can obtain a copy of the registration statement from the SEC’s website. Contents

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus ~~the~~and ~~information~~any weaccompanying ~~file~~prospectus ~~with~~supplement, ~~the~~which ~~SEC. This~~ means that we can disclose important information to you by referring you to ~~those~~another ~~documents.~~document ~~Any~~filed ~~statement~~separately ~~contained~~with inthe aSEC. ~~document~~The information incorporated by reference inis ~~this prospectus shall be~~ deemed to be ~~modified~~part orof ~~superseded~~this ~~for~~prospectus ~~purposes~~and ofany ~~this~~accompanying prospectus tosupplement, ~~the~~except ~~extent~~for ~~that~~any ainformation ~~statement~~superseded by information contained ~~herein~~directly in this prospectus, orany inaccompanying prospectus supplement, any subsequently filed document, ~~which~~deemed ~~also is~~ incorporated by reference ~~herein,~~or ~~modifies~~a free writing prospectus prepared by or ~~supersedes~~on ~~such~~behalf ~~earlier~~of ~~statement~~us. ~~Any~~This ~~such~~prospectus ~~statement~~and soany ~~modified~~accompanying orprospectus ~~superseded~~supplement ~~shall~~incorporates ~~not~~by bereference the documents set forth below that we have previously filed with the SEC (other than information deemed furnished and not filed in accordance with SEC rules, ~~except~~including asItems so2.02 ~~modified~~and 7.01 of Form 8-K or ~~superseded,~~certain toexhibits ~~constitute~~furnished apursuant ~~part~~to Item 9.01 of ~~this~~Form ~~prospectus~~8-K). These documents contain important information about us and our finances.

We● ~~hereby~~our ~~incorporate~~Annual byReport ~~reference~~on ~~into~~Form ~~this~~10-K ~~prospectus~~for the ~~following~~year ~~documents~~ended ~~that~~December we31, ~~have~~2025, filed with the SEC ~~under the Exchange Act (other than current reports~~ on ~~Form~~March ~~8-K~~31, ~~or portions thereof, furnished under Items 2.02 or 7.01 of Form 8-K):~~ 2026;

·● our ~~Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024; · our~~ Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2024~~2026, filed with the SEC on May 618, ~~2024~~2026; · our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 14, 2024; · our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 14, 2024; · our Current Reports on Form 8-K and amendments thereto, if any, filed with the SEC on January 4, 2024, January 25, 2024, April 3, 2024, May 21, 2024, June 3, 2024, June 26, 2024, July 1, 2024, July 3, 2024, July 10, 2024, July 12, 2024, July 23, 2024, July 25, 2024 (including Item 7.01 disclosure contained therein), July 30, 2024, August 27, 2024, September 6, 2024, October 25, 2024, October 30, 2024, November 4, 2024 and November 14, 2024; and · our 2024 definitive proxy statement filed with the SEC on May 16, 2024 and our preliminary proxy statement filed with the SEC on November 15, 2024.

22● ~~Table~~our ofCurrent ~~Contents~~Reports on Form 8-K and Form 8-K/A filed with the SEC on January 8, 2026, February 6, 2026, February 12, 2026, March 9, 2026, April 15, 2026, April 23, 2026 and June 8, 2026; and

~~All~~● ~~documents that we file with~~ the ~~SEC~~description ~~pursuant~~of toour ~~Section~~Common ~~13(a),~~Stock ~~13(c),~~that 14is orincluded ~~15(d)~~as ofExhibit ~~the~~4.1 ~~Exchange~~to ~~Act~~our ~~(other~~Annual ~~than~~Report ~~current reports~~ on Form 810-K, orfor ~~portions thereof, furnished under Items 2.02 or 7.01 of Form 8-K) (i) after~~ the ~~initial~~fiscal ~~filing~~year ~~date~~ended ofDecember ~~the registration statement of which this prospectus forms a part and prior to the effectiveness of such registration statement and (ii) after the date of this prospectus~~31, ~~and prior to the termination of the offering shall be deemed to be incorporated by reference in this prospectus from the date of filing of the documents~~2025, ~~unless we specifically provide otherwise. Information that we file with the SEC will automatically update and may replace information previously~~ filed with the SEC. Toon ~~the~~March ~~extent~~31, ~~that~~2026, ~~any~~including ~~information contained in~~ any ~~current~~amendments ~~report on Form 8-K or any exhibit~~ thereto, ~~was~~ or isreports ~~furnished to, rather than~~ filed ~~with~~for the ~~SEC,~~purposes ~~such~~of ~~information~~updating orthis ~~exhibit is specifically not incorporated by reference~~description.

~~Upon~~All ~~written~~filings orfiled ~~oral~~by ~~request~~us ~~made~~pursuant to ~~us at~~ the ~~address~~Securities orExchange ~~telephone~~Act ~~number~~of ~~below~~1934, weas ~~will~~amended, atafter nothe ~~cost~~date toof the ~~requester,~~initial ~~provide~~filing toof ~~each~~this ~~person,~~registration ~~including~~statement ~~any~~and ~~beneficial~~prior ~~owner,~~ to ~~whom~~the ~~this~~effectiveness ~~prospectus is delivered, a copy~~ of ~~any~~such orregistration ~~all~~statement of(excluding ~~the~~ information ~~that~~furnished ~~has~~pursuant ~~been incorporated by reference in this prospectus (other than an exhibit~~ to aItems ~~filing, unless that exhibit is specifically incorporated by reference into that filing), but not delivered with this prospectus~~2.02 ~~You~~and ~~may also access this information on our website at ir~~7.~~catheterprecision.com~~01 ~~by viewing the “SEC Filings” subsection~~ of ~~the~~Form ~~“Investors”~~8-K) ~~menu.~~shall Noalso ~~additional~~be ~~information on our website is~~ deemed to be ~~part of or~~ incorporated by reference into ~~this~~the prospectus. ~~We have included our website address in this prospectus solely as an inactive textual reference.~~

We also incorporate by reference into this prospectus all documents that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, and (ii) after the date of this prospectus and any accompanying prospectus supplement and before the termination of the offering shall also be deemed to be incorporated herein by reference. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the SEC, including our audit and compensation committee reports and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.

You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. Any statement contained in a document incorporated by reference into this prospectus will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a later statement contained in this prospectus or in any other document incorporated by reference into this prospectus modifies or supersedes the earlier statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.

We will provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any or all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with this prospectus (other than an exhibit to these filings, unless we have specifically incorporated that exhibit by reference in this prospectus). Any such request should be addressed to us at:

Catheter Precision, Inc.

1670 Highway 160 West, Suite 205

Fort Mill, SC 29708

(973-) 691-2000

23You ~~Table~~may also access the documents incorporated by reference in this prospectus through our website at ir.catheterprecision.com. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of ~~Contents~~which it forms a part.

~~PART II~~ 26

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68,067,042 Shares

Catheter Precision, Inc.

COMMON STOCK

PROSPECTUS

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PART II:

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the ~~fees~~various costs and expenses ~~incurred~~payable ~~or expected to be incurred~~ by us in connection with the ~~issuance~~sale ~~and distribution~~ of the securities being registered. ~~hereby,~~All ~~other~~such ~~than~~costs ~~underwriting~~and ~~discounts~~expenses ~~and~~shall ~~commissions~~be borne by us. Except for the ~~SEC~~Securities and Exchange Commission registration fee, all the amounts shown are estimates.

SEC registration fee	$	728.71
Securities and Exchange Commission Registration Fee	$	8,930
Legal fees and expenses		50,000.00
Printing and engraving costs		-
Accounting fees and expenses		50,000.00
Legal fees and expenses		15,000
Printing fees and engraving expenses		1,000.00
Accounting fees and expenses		15,000
Miscellaneous expenses		3,000.00
Miscellaneous Fees and Expenses		-
Total	$	~~104~~38,~~728.71~~930

Item 14. Indemnification of Directors and Officers

~~Our~~Section ~~amended~~102 ~~and restated certificate~~ of ~~incorporation~~the ~~and~~Delaware ~~amended~~General ~~and~~Corporation ~~restated~~Law ~~bylaws~~(“DGCL”) ~~contain~~allows ~~provisions~~a ~~that~~corporation to eliminate the personal liability of ~~our~~ directors ~~and~~of ~~executive~~a ~~officers~~corporation to the corporation or its stockholders for monetary damages for a breach of ~~their~~ fiduciary ~~duties~~duty as ~~directors~~a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or ~~officers~~knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the ~~Delaware~~DCGL ~~General Corporation Law~~ provides that a corporation ~~may~~has ~~indemnify~~the ~~any~~power ~~person made a party~~ to anindemnify ~~action by reason of the fact that he or she was~~ a director, ~~executive~~ officer, employee or agent of the corporation orand iscertain orother ~~was~~persons serving at the request of athe corporation ~~against~~in ~~expenses~~related ~~(including~~capacities ~~attorneys’~~against ~~fees),~~amounts ~~judgments,~~paid ~~fines~~ and ~~amounts~~expenses ~~paid~~incurred in ~~settlement~~connection ~~actually~~with ~~and~~an ~~reasonably~~action ~~incurred~~or byproceeding ~~him~~to which he is or ~~her~~is inthreatened ~~connection~~to ~~with~~be made a party by reason of such ~~action~~position, if hesuch orperson ~~she~~shall have acted in good faith and in a manner he ~~or she~~ reasonably believed to be in, or not opposed to, the best interests of the corporation, and, ~~with~~in ~~respect to~~ any criminal ~~action or~~ proceeding, if such person had no reasonable cause to believe his ~~or her~~ conduct was unlawful,; ~~except~~provided that, in the case of anactions ~~action~~brought by or in the right of the corporation, no indemnification ~~may~~shall ~~generally~~ be made inwith respect ofto any ~~claim~~matter as to which such person isshall have been adjudged to be liable to the corporation unless and only to the extent that the ~~Court of Chancery or other~~ adjudicating court determines that, ~~despite the adjudication of liability but in view of all of the circumstances of the case,~~ such ~~person~~indemnification is ~~fairly~~proper ~~and~~under ~~reasonably entitled to indemnity for such expenses which~~ the ~~Court of Chancery or such other court shall deem proper~~circumstances.

InAs ~~addition, as~~ permitted by Section 145 of the Delaware General Corporation Law, our amended and restated certificate of incorporation and amended and restated bylaws provide that:

·● We shall indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of us and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful. · We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law. · We are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification. · We will not be obligated pursuant to the amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by our board of directors or brought to enforce a right to indemnification.

24● ~~Table~~We ofmay, ~~Contents~~in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law

●

We are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

●

We will not be obligated pursuant to the amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by our Board or brought to enforce a right to indemnification.

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The rights conferred in the amended and restated certificate of incorporation and amended and restated bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees, and agents and to obtain insurance to indemnify such persons.

We may not retroactively amend the bylaw provisions to reduce our indemnification obligations to directors, officers, employees, and agents.

We have historically entered into indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our amended and restated certificate of incorporation and amended and restated bylaws, and we may also do so in the future. The indemnification agreements and our amended and restated certificate of incorporation and amended and restated bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

We have purchased and currently intend to maintain insurance on behalf of each and any person who is or was a director or officer of us against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 15. Recent Sales of Unregistered Securities

InSet forth below is information regarding all sales and issuances of securities by the registrant during the past three years ~~preceding~~that were not registered under the ~~filing~~Securities Act of ~~this~~1933, ~~Registration~~as ~~Statement~~amended (the “Securities Act”). The descriptions below are intended to summarize, and are qualified in their entirety by reference to, the ~~Registrant~~actual ~~has~~terms ~~not~~of ~~issued~~the ~~any~~applicable ~~unregistered~~transaction ~~securities~~documents, ~~except~~copies of which are filed as ~~set~~exhibits ~~forth~~to this registration statement or are incorporated by reference herein. Unless otherwise indicated, no underwriters were involved in the sales and issuances described below, and each issuance was made in reliance on the exemption from registration provided by Section 4(~~information~~a)(2) ~~below~~of ~~has~~the ~~been~~Securities ~~adjusted~~Act and/or Rule 506 of Regulation D promulgated thereunder, on the basis that the securities were offered and sold to a limited number of persons, each of which represented that it was an “accredited investor” (as defined in Rule 501 of Regulation D) and that it was acquiring the securities for ~~our~~investment 1purposes only and not with a view to, or for 50resale in connection with, any distribution thereof in violation of the Securities Act. The recipients of the securities in each such transaction had adequate access, through their relationships with the registrant or otherwise, to information about the registrant. All share and per share numbers set forth below reflect the 1-for-19 reverse stock split effected by the Company on ~~September~~August 3015, ~~2022~~2025 and ~~our~~the 1 -for -10 reverse stock split effected by the Company on July 15, 2024):, unless otherwise indicated.

OnOctober ~~July~~2024 ~~22,~~— 2022, the Registrant reduced the exercise price of all Series A Common Stock Purchase Warrants and Series B Common Stock Purchase Warrants, or the Existing Warrants, that were issued in our February 2022 underwritten public offering from $250.00 per share to $140.00, or the Warrant ~~Repricing. Following the Warrant Repricing, we entered into warrant inducement offer letters, or the~~ Inducement ~~Letters,~~Transaction with certain investors to immediately exercise up to approximately 44,400 of the Existing Warrants held by such investors, or the Inducement Offer. In consideration for exercising the Existing Warrants, pursuant to the terms of the Inducement Letters, we offered to issue to the investors a new Series C Common Stock Purchase Warrant, or the Series C Warrant, if the investor exercised a Series A Warrant or a new Series D Common Stock Purchase Warrant, or the Series D Warrant, and ~~together~~Issuance ~~with the Series C Warrants, if the investor exercised a Series B Warrant, in each case, to purchase up to a number~~ of ~~Shares of common stock equal to 100% of the number of Shares of common stock issued pursuant to the immediate exercise of the corresponding~~ Series AK Warrants and Series B Warrants, as applicable. We received aggregate gross proceeds of approximately $6.2 million from the exercise of the Series A Warrants, which resulted in the issuance of an aggregate of approximately 44,400 Shares of common stock, together with the corresponding issuance of Series C Warrants exercisable for approximately 44,400 Shares of common stock. None of the Series B Warrants were exercised pursuant to the Inducement Offer, and no Series D Warrants were issued. The Series C Warrants have an exercise price of $140.00 and a term of five years. The Series C Warrants and the Shares underlying the Series C Warrants were issued in a private placement pursuant to Section 4(a)(2) of the Securities Act based on representations made by the Series A Warrant holders. The Shares issued upon exercise of the Series A Warrants were registered in our February 2022 underwritten public offering. While the Shares underlying the Series C Warrants were registered for resale following the Inducement Offer, the Series C Warrants themselves have not been registered.

On October 25, ~~Table~~2024, the registrant entered into a warrant inducement agreement pursuant to which certain holders of ~~Contents~~the registrant’s outstanding Series E, Series F, Series G, Series H, and Series I Warrants agreed to exercise such warrants for aggregate gross proceeds of approximately $4.9 million (consisting of approximately $3.7 million from the induced exercise at a reduced price of $0.70 per share, plus approximately $1.185 million from warrant exercises in the prior week at the original exercise prices). Ladenburg Thalmann & Co. Inc. acted as exclusive warrant inducement agent. In consideration for the immediate exercise of the existing warrants, the registrant issued new Series K Warrants to purchase up to an aggregate of 10,695,962 shares of Common Stock (pre-August 2025 reverse stock split; as adjusted for the August 2025 1-for-19 reverse stock split: approximately 563,050 shares) to the participating holders. The Series K Warrants have an exercise price of $0.70 per share (as adjusted for the August 2025 reverse stock split: $13.30 per share), are exercisable only after receipt of stockholder approval of their exercise, and have a term of 5.5 years from the date of exercisability. Stockholder approval for exercise of the Series K Warrants was obtained at the special meeting of stockholders held on April 15, 2026. The Series K Warrants were issued in a private placement in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

On January 9, 2023, the Registrant completed its acquisition of Catheter Precision, Inc., a privately-held Delaware corporation (“Old Catheter”), pursuant to an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), by and among the Registrant, Old Catheter, Rapid Merger Sub 1, Inc., a newly-created wholly-owned subsidiary of the Registrant (“First Merger Sub”), and Rapid Merger Sub 2, LLC, a newly-created wholly owned subsidiary of the Registrant (“Second Merger Sub” and together with First Merger Sub, the “Merger Subs”), entered into on January 9, 2023, pursuant to which the First Merger Sub merged with and into Old Catheter, with Old Catheter being the surviving corporation (the “First Merger Surviving Registrant”) and a wholly-owned subsidiary of the Registrant (the “First Effective Time”), and then, immediately following the First Effective Time, and as part of the same overall transaction, the First Merger Surviving Registrant merged with and into the Second Merger Sub (the “Second Effective Time”), with the Second Merger Sub being the surviving limited liability registrant (the “Second Merger Surviving Registrant”) (such transactions collectively, the “Merger,” with the Registrant following the Merger being referred to herein as the “Post-Merger Combined Registrant”). The Merger Agreement amends and restates in its entirety the Agreement and Plan of Merger (the “Original Agreement”) entered into between the parties to the Original Agreement on September 9, 2022. Immediately upon the First Effective Time, each share of common stock of Old Catheter, par value $0.001 (“Catheter Common Stock”) issued and outstanding immediately prior to the First Effective Time (subject to certain exclusions set forth in the Merger Agreement) was converted into the right to receive a number of shares of a new class of the Registrant’s preferred stock, designated Series X Convertible Preferred Stock, par value $0.0001 per share (the “Series X Preferred Stock”), calculated in the manner described below. 29

~~Each~~Table ~~share~~ of Old Catheter Common Stock previously outstanding was converted into a number of shares of Series X Preferred Stock equal to approximately 0.6705 (the “Exchange Ratio”), divided by one thousand (1,000). In addition, the principal amount owing under certain of Catheter’s convertible promissory notes (the “Converted Catheter Notes”), representing an aggregate principal amount of $25,215,000, pursuant to certain Debt Settlement Agreements (as defined in the Merger Agreement) converted into shares of Series X Preferred Stock, at a conversion price of $3.20 per one one-thousandth of a share of Series X Preferred Stock. In exchange for the forgiveness of the interest accrued but remaining unpaid under the Converted Catheter Notes, under the terms of the Debt Settlement Agreements the holders of Converted Catheter Notes also received certain royalty rights which equal, in aggregate, 11.82% per year on Net Sales (as defined in the Merger Agreement), if any, of Old Catheter’s LockeT vessel closure device. All outstanding options to purchase Old Catheter Common Stock (“Catheter Options”) were assumed and converted, at the First Effective Time, into options to purchase, in the aggregate, 75,367 Shares of the Registrant’s Common Stock, representing a conversion at the Exchange Ratio divided by ten to account for the reverse stock split. Each share of Series X Preferred Stock was contingently convertible into one hundred (100) Shares of Registrant Common Stock, subject to certain requirements, and has no voting rights. Contents

~~The~~May ~~shares~~2025 of— Series XB Convertible Preferred Stock ~~issued~~and inSeries ~~the~~L ~~Merger were allocated as follows:~~Warrants

1.On ~~The~~May ~~total~~12, ~~number~~2025, ofthe ~~Shares~~registrant ofentered ~~Registrant~~into ~~Common~~a ~~Stock~~Securities ~~allocated~~Purchase toAgreement ~~all~~with ~~Old~~three ~~Catheter~~investors ~~stakeholders~~pursuant to which it (~~including~~i) ~~stockholders~~sold an aggregate of 1,500,000 ~~debtholders~~shares ~~and~~($1,500,000 ~~option~~stated ~~holders~~value) ~~was~~of its newly designated Series B Convertible Preferred Stock, par value $0.0001 per share, for aggregate cash proceeds of $1,~~540~~500,~~329~~000 ~~Shares.~~and ~~After~~(ii) ~~subtracting~~issued 75an additional 1,~~367~~500,000 ~~Shares~~shares ($1,500,000 stated value) of ~~Registrant~~its ~~Common~~Series B Convertible Preferred Stock ~~allocated~~as non-cash consideration to ~~underlie~~one ~~assumed~~investor ~~Old~~in ~~Catheter~~exchange ~~options~~for the assignment of outstanding senior secured convertible promissory notes of QHSLab, Inc. (~~which~~OTCQB: ~~was~~USAQ) ~~calculated~~previously held by ~~multiplying~~Mercer ~~the~~Street ~~Exchange~~Global ~~Ratio~~Opportunity byFund, ~~the~~LLC. ~~number~~An aggregate of ~~options~~up ~~assumed)~~to 8,574,000 ~~the~~shares ~~number~~ of ~~Shares~~Common Stock (pre-August 2025 reverse stock split; as adjusted, were reserved for issuance pursuant to conversion of ~~Registrant~~the ~~Common~~Series B Convertible Preferred Stock. ~~allocated~~In connection with this transaction, the registrant also issued Series L Warrants to ~~Old~~the ~~Catheter~~investors. ~~debtholders~~The Series L Warrants are not exercisable unless and ~~stockholders,~~until stockholder approval of their exercise is obtained in accordance with Section 713 of the ~~aggregate,~~NYSE ~~was~~American ~~1,464,959~~Listed Company Manual. ~~This~~As ~~number~~of ~~was~~December ~~divided~~31, by2025, ~~100~~2,229 toshares ~~arrive~~of atSeries aB ~~total~~Convertible Preferred Stock remained outstanding, and as of 14March 31,~~649.592~~ 2026, 1,632 shares of Series XB Convertible Preferred Stock ~~issuable~~remained tooutstanding, ~~Old~~reflecting ~~Catheter~~the ~~debtholders~~conversion of 597 Series B shares into an aggregate of 335,346 shares of Common Stock during the quarter ended March 31, 2026. The issuances were made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act and ~~stockholders~~Rule 506(b) of Regulation D.

2.Q1 ~~The~~2025 ~~$25,215,000~~— ~~principal~~Vested ~~amount~~Restricted ~~of Converted Catheter Notes converted, pursuant to the terms of the Debt Settlement Agreements, into 7,879.689 shares of Series X Preferred~~ Stock at a conversion price (the “Conversion Price”) of $3.20 for each one one-thousandth of a share of Series X Preferred Stock, which was equal to 80% of the $4.00 per share price at which certain Registrant warrants were repriced, and certain of the repriced warrants were exercised, in the Warrant Repricing (as defined below), which closed concurrently with the Merger and is described in more detail below. Awards

3.During ~~After~~the ~~deducting~~quarter ended March 31, 2025, the ~~total~~registrant ~~number~~issued of2,631 shares of ~~Series~~Common ~~X Preferred~~ Stock to beemployees ~~issued~~or toservice ~~holders~~providers ofupon the ~~Converted~~vesting ~~Notes,~~of ~~6,769.903~~restricted ~~shares~~stock ofawards ~~Series~~granted Xunder ~~Preferred~~its ~~Stock~~equity incentive plan. These issuances were ~~issued~~made toin ~~Old~~reliance ~~Catheter~~on ~~stockholders~~the exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 701 promulgated thereunder.

~~The~~Q1 ~~Shares~~2025 of— ~~Registrant~~Issuance ~~Common Stock and preferred stock, and the Registrant options and the Shares~~ of ~~Registrant~~ Common Stock ~~underlying~~for ~~them,~~Cardionomix ~~that~~Asset were offered and/or issued in the Merger were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof, because the offer and sale of such securities did not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, and other applicable requirements were met, based on representations made or deemed to be made by the Old Catheter shareholders.Acquisition

26On ~~Table~~or about May 5, 2025, the registrant’s subsidiary, Cardionomix, Inc. (“Cardionomix”), acquired certain assets primarily related to the Cardiac Pulmonary Nerve Stimulation (“CPNS”) System previously held by Cardionomic, Inc. As partial consideration for the asset acquisition, the registrant issued 14,473 shares of ~~Contents~~its Common Stock (fair value of approximately $113,000) in connection with the transaction. In addition, 6% of Cardionomix’s outstanding common stock was issued to certain third parties as finder’s fees; those are shares of Cardionomix, a subsidiary of the registrant, and not shares of the registrant itself. The registrant’s issuance of its Common Stock was made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

OnQ1 ~~January~~2025 9,— ~~2023,~~Issuance ~~the Registrant reduced the exercise price~~ of ~~certain existing warrants of the Registrant (“Additional Existing Warrants”) exercisable for 33,161 Shares of Registrant~~ Common Stock, ~~which~~upon ~~were~~Release held by Armistice Master Fund Ltd. (“Armistice”), from exercise prices ranging from $140.00 to $5,265.00 per share to $40.00 per share (the “Warrant Repricing”). In connection with the Warrant Repricing, the Registrant entered into a warrant inducement offer letter (the “Inducement Letter”) with Armistice pursuant to which it would exercise up to all of ~~the~~Prepaid 33,161 Additional Existing Warrants (the “Inducement Offer). In consideration for exercising the Additional Existing Warrants, pursuant to the terms of the Inducement Letter, the Registrant issued to Armistice a new Series E Common Stock Purchase Warrant (the “Series E Warrant”), to purchase up to a number of Shares of common stock equal to 100% of the number of Shares of common stock issued pursuant to the exercise of the Additional Existing Warrants. The Series E Warrant has an exercise price of $40.00 and a term of five years. The Additional Existing Warrants were exercised in full, and the Registrant received aggregate gross proceeds of approximately $1.3 million from the exercise of the Additional Existing Warrants, resulting in the issuance of up to an aggregate of 33,161 Shares of common stock.

~~The~~During ~~Series~~the Equarter ~~Warrants~~ended ~~and~~March 31, 2025, the ~~Shares~~registrant ~~underlying~~issued 49,421 shares of Common Stock upon the ~~Series~~release Eof previously issued Prepaid Series Warrants held by certain investors. These issuances were ~~issued~~made in areliance ~~private~~on ~~placement~~the ~~pursuant~~exemption tofrom registration under Section 4(a)(2) of the Securities Act~~, based on representations made by Armistice~~. .

On2025 ~~January~~— 9,Equity ~~2023,~~Award ~~the~~Grants ~~Registrant~~Under ~~also entered into a Securities Purchase Agreement (~~the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) with Armistice. Pursuant to the Securities Purchase Agreement, Armistice agreed to purchase (a) Class A Units at a price that was the lower of $3.00 per unit and 90% of the 5 day volume weighted average closing price, not adjusted for the reverse stock split, of the Registrant’s ~~Common~~Equity ~~Stock~~Incentive immediately prior to obtainment of the approval of the Registrant’s stockholders of conversion of the PIPE Preferred Stock and PIPE Warrants (as each are defined below), each consisting of one tenth of one share of Common Stock, one tenth of one Series F Common Stock Purchase Warrant (“Series F Warrant”) and one tenth of one Series G Common Stock Purchase Warrant (“Series G Warrant” and together with the Series F Warrants, the “PIPE Warrants”), and (b) Class B Units at a price of $1,000.00 per unit, each consisting of one share of a new series of the Registrant’s preferred stock, designated as Series A Convertible Preferred Stock, par value $0.0001 (the “PIPE Preferred Stock”), and one tenth of one Series F Warrant and one tenth of one Series G Warrant for each share of Registrant Common Stock underlying the PIPE Preferred Stock (each share of which is convertible into a number of Shares of Registrant common stock equal to $1,000 divided by the lower of $30.00 and 90% of the 5 day volume weighted average closing price, multiplied by ten in order to reflect the impact of the reverse stock split, of the Registrant’s Common Stock immediately prior to obtainment of the approval of the Registrant’s stockholders of conversion of the PIPE Preferred Stock and PIPE Warrants (the “Preferred Conversion Price”)), for an aggregate purchase price of approximately $8.0 million. The allocation between Class A and Class B units was to be determined by Armistice prior to their issuance. The closing under the Securities Purchase Agreement and the sale and issuance of the Class A Units and Class B Units (and the issuance of any underlying Common Stock) was subject to the approval of the Registrant’s stockholders.Plan

~~The~~During ~~PIPE~~the ~~Warrants~~fiscal ~~are~~year ~~exercisable~~ended atDecember an31, ~~exercise price of $30.00 per share~~2025, ~~subject to adjustments as provided under~~ the ~~terms~~registrant ofgranted ~~the~~stock ~~PIPE~~options ~~Warrants and subject~~ to ~~certain~~employees, ~~beneficial~~directors, ~~ownership blockers. The Series F Warrants have a term of two years from the date stockholder approval was obtained~~officers, and ~~the~~service ~~Series~~providers Gunder ~~Warrants~~its ~~have~~equity aincentive ~~term of six years from the date that stockholder approval was obtained~~plan. ~~Shares~~Key ofgrants ~~PIPE~~include ~~Preferred Stock are convertible at any time at~~ the ~~option~~following of(all ~~the~~share ~~holder~~and ~~into~~exercise ~~Shares of Registrant Common Stock at the Preferred Conversion Price. The conversion~~ price isamounts ~~subject~~are toas ~~adjustment~~adjusted infor ~~the~~both ~~case~~reverse of stock splits~~, stock dividends, combinations of shares and similar recapitalization transactions and is subject to certain beneficial ownership blockers.~~):

~~Pursuant~~(i) toOn ~~the~~January ~~Securities Purchase Agreement~~29, ~~on March 23~~2025, ~~2023, following stockholder approval obtained on March 21, 2023, in consideration of approximately $8.0 million in cash,~~ the ~~Registrant~~registrant ~~issued~~granted options to ~~Armistice~~purchase ~~Class~~an Aaggregate ~~units consisting~~ of ~~one common share~~23,684 ~~one~~shares ~~Series F and one Series G warrant at a purchase price~~ of ~~$16.0029~~Common ~~per~~Stock ~~unit.~~to InDavid ~~lieu of Class~~ A. ~~units~~Jenkins, ~~for~~the ~~beneficial~~registrant’s ~~ownership~~Chief ~~purposes,~~Executive asOfficer ~~elected~~and byChairman ~~Armistice,~~of the ~~Registrant~~Board, ~~also issued Class B units~~ at ~~the~~an ~~same~~exercise price ~~per unit consisting~~ of ~~convertible preferred stock convertible into approximately 62~~$7.598 ~~Shares of common stock~~ per share ~~of preferred~~, ~~one~~vesting ~~Series~~over Fa ~~and~~four-year ~~one Series G warrant. Each Class B Unit contained an amount of Series A Preferred Stock that was convertible into one share of common stock. A total of 49~~period,~~791~~ ~~Shares~~exercisable offor ~~common~~ten ~~stock, 7,203 convertible Series A preferred shares convertible into 450,123 common Shares, 499,909 Series F and 499,909 Series G warrants were issued in the private placement~~years.

27(ii) ~~Table~~On January 6, 2025, the registrant granted options to purchase an aggregate of ~~Contents~~26,315 shares of Common Stock to Philip Anderson, the registrant’s Chief Financial Officer, at an exercise price of $10.07 per share.

~~The~~(iii) ~~securities~~On ~~offered~~August ~~and~~12, ~~issued~~2025, ~~pursuant to~~ the ~~Securities~~registrant ~~Purchase~~granted ~~Agreement~~options ~~and~~to inpurchase ~~the~~an ~~private~~aggregate ~~placement on March 23, 2023 and described above were offered in a private placement under Section 4(a)(2)~~ of ~~the Securities Act~~26,315 ~~and/or~~shares ~~Rule 506(b)~~ of ~~Regulation~~Common DStock ~~promulgated~~to ~~thereunder,~~David ~~based~~A. onJenkins ~~the~~at ~~representations~~an ~~made~~exercise byprice ~~Armistice~~of in$3.42 ~~the~~per ~~Securities Purchase Agreement~~share.

~~Pursuant~~All tosuch ~~the~~grants ~~terms~~were ofmade ~~the~~in ~~Amended~~reliance ~~and Restated Agreement and Plan of Merger entered into between the Registrant and Old Catheter~~ on ~~January 9, 2023, following approval of~~ the ~~Registrant’s~~exemption ~~stockholders~~from onregistration ~~March~~under ~~21,~~Section ~~2023,~~4(a)(2) ~~1,974.905 shares~~ of the ~~Registrant’s~~Securities ~~Series~~Act ~~X Preferred Stock converted into 197,491 Shares of Registrant Common Stock at 5 pm Eastern time on March 23, 2023. No consideration~~ and/or ~~commissions~~Rule ~~were~~701 ~~paid~~promulgated ~~in connection with the conversion. The remaining 12~~thereunder,~~656.011~~ ~~shares~~as of Series X Preferred Stock may convert into 1,265,601 Shares of Common Stock on or after July 9, 2024, provided that the Registrant meets the initial listing requirements of a national stock exchange or has been delisted from NYSE Americanapplicable.

~~The securities issued were exempt under Section 3(a)(9) of the Act, as no commission or other remuneration was paid for soliciting the conversion.~~30

OnTable ~~July 5, 2023, the Registrant issued 109,355 Shares~~ of its Common Stock to Armistice in connection with the conversion of 1,750 shares of its outstanding Series A Convertible Preferred Stock. The Shares were issued in connection with two separate conversions of 875 shares of Series A Convertible Preferred Stock into 54,677 Shares of common stock that occurred on July 3, 2023. Each share of Series A Convertible Preferred Stock is convertible into approximately 62.5 Shares of common stock. The Common Stock was issued pursuant to the exemption contained in Section 3(a)(9) of the Securities Act, which applies to transactions in which a security is exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. Contents

OnDecember ~~July~~2025 ~~24,~~— ~~2023, the Registrant issued 54,678 Shares of its Common Stock to Armistice in connection with the conversion of 875 shares of its outstanding~~ Series AJ Convertible Preferred Stock. The conversion occurred on July 24, 2023. Each share of Series A Convertible Preferred Stock is convertible into approximately 62.5 Shares of common stock. The Common Stock was issued pursuant to the exemption contained in Section 3(~~a)(9)~~Royalty ofRight the Securities Act, which applies to transactions in which a security is exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.Exchange)

On ~~January~~December 2431, ~~2024~~2025, the ~~Registrant~~registrant ~~issued~~entered 54into a Series J Exchange Agreement with David A. Jenkins,~~678~~ ~~Shares~~the registrant’s Chief Executive Officer and Chairman of ~~its~~the ~~common~~Board, ~~stock~~and certain of his affiliates (the “Jenkins Holders”), pursuant to which the registrant exchanged future and accrued royalty rights in ~~connection~~the ~~with~~aggregate amount of approximately $2.7 million owed to the ~~conversion~~Jenkins Holders under the LockeT Royalty Agreement for an aggregate of ~~875~~9,490 shares of its ~~outstanding~~newly designated Series AJ Convertible Preferred Stock, par value $0.0001 ~~The~~per ~~conversion~~share ~~occurred~~and onstated ~~January~~value 23of $1,000 ~~2024.~~per ~~Each~~ share of(the “Series AJ ~~Convertible~~ Preferred Stock”). isThe ~~convertible~~registrant ~~into~~derecognized ~~approximately 62~~$2.57 ~~Shares~~million of ~~common~~royalties ~~stock.~~payable ~~The~~due ~~common~~to ~~stock~~related ~~was~~parties ~~issued~~and ~~pursuant~~recognized tothe fair value of the ~~exemption~~Series ~~contained~~J inPreferred ~~Section~~Stock of $5.3( million, with the $2.6 million difference recorded as a~~)(9)~~ loss on debt extinguishment. As of ~~the~~both ~~Securities~~December ~~Act~~31, ~~which~~2025 ~~applies~~and toMarch ~~transactions~~31, in2026, ~~which~~9,490 ashares ~~security~~of isSeries ~~exchanged~~J byPreferred anStock ~~issuer~~were ~~with~~issued ~~its~~and ~~existing~~outstanding, ~~security~~all ~~holders~~held ~~exclusively~~by ~~where~~Mr. noJenkins ~~commission~~and orhis ~~other~~affiliated ~~remuneration~~entities. The Series J Preferred Stock is ~~paid~~currently orconvertible ~~given~~into ~~directly~~6,083,333 orshares ~~indirectly~~of ~~for~~Common ~~soliciting~~Stock ~~such~~on ~~exchange.~~the ~~The~~terms ~~Shares~~set ~~issued~~forth ~~have~~in ~~been~~the ~~registered~~applicable ~~for~~Certificate ~~resale~~of Designations. The issuance was made in reliance on anthe ~~effective~~exemption from registration ~~statement~~under onSection ~~Form~~4(a)(2) ~~S-1~~of the Securities Act.

OnDecember ~~May~~2025 1,— ~~2024,~~Series weM ~~issued~~Warrants an(Second ~~award~~Amendment ~~of non-plan options~~ to ~~purchase~~Related ~~25,000~~Party Shares of Company common stock as an inducement grant to Marie-Claude Jacques, our Chief Commercial Officer. The options have an exercise price of $5.321 per share, vest annually over five years and have a term of 10 years. The options were granted pursuant to the exemption contained in Section 4(aNotes)~~(2) of the Securities Act.~~

On ~~July~~December 231, ~~2024~~2025, the ~~Registrant~~registrant ~~issued~~entered ~~81,423~~into ~~Shares~~the ofsecond ~~its~~amendment ~~common~~(the ~~stock~~“Second inAmendment”) ~~connection~~to ~~with~~certain notes payable due to related parties (the ~~conversion~~“Related ofParty 1Notes”),~~303~~ ~~shares~~pursuant ofto ~~its~~which ~~outstanding~~(i) ~~Series~~the Amaturity ~~Convertible~~date ~~Preferred~~of ~~Stock.~~the ~~The~~notes ~~conversion~~payable ~~occurred~~to onthe ~~July~~Jenkins 1,Family ~~2024.~~Charitable ~~Each~~Institute ~~share~~was ofextended ~~Series~~to AJanuary ~~Convertible~~31, ~~Preferred~~2028, ~~Stock~~and is(ii) ~~convertible~~the ~~into~~maturity ~~approximately~~dates ~~62.5~~of ~~Shares~~the ofnotes ~~common~~payable ~~stock~~to FatBoy Capital, L.P. ~~The~~(“FatBoy”) ~~common~~and ~~stock~~Mr. ~~was~~Jenkins ~~issued~~were ~~pursuant~~extended to ~~the~~January ~~exemption~~31, ~~contained~~2029. inAs ~~Section~~part ~~3(a)(9)~~ of the ~~Securities~~Second ~~Act~~Amendment, ~~which~~the ~~applies~~registrant toissued ~~transactions~~an inaggregate ~~which~~of a170,000 ~~security~~Series isM ~~exchanged~~Warrants byto anFatBoy ~~issuer~~and ~~with~~Mr. ~~its~~Jenkins, ~~existing~~respectively ~~security~~(the ~~holders~~“Series ~~exclusively~~M ~~where~~Warrants”), noand ~~commission~~transferred orthe ~~other~~Perikard ~~remuneration~~membership isinterests ~~paid~~to orMr. ~~given~~Jenkins ~~directly~~for orde ~~indirectly~~minimis proceeds. The Second Amendment was accounted for ~~soliciting~~as ~~such~~a ~~exchange.~~debt ~~The~~extinguishment ~~Shares~~since ~~issued~~the ~~have~~amended ~~been~~terms ~~registered~~and ~~for~~conditions ~~resale~~were onsubstantially andifferent ~~effective~~from ~~registration~~the ~~statement~~prior onterms ~~Form~~and ~~S-1~~conditions.

28Each ~~Table~~Series M Warrant is exercisable for one share of ~~Contents~~the registrant’s Common Stock at an exercise price of $1.56 per share. The Series M Warrants are not exercisable until stockholder approval is obtained in accordance with Section 713 of the NYSE American Listed Company Manual, and expire 5.5 years after the date of exercisability. Stockholder approval for exercise of the Series M Warrants has not been obtained as of the date of this prospectus. The Series M Warrants may be exercised on a cashless basis under certain circumstances. The exercise price is subject to customary adjustments for recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations, or similar events. The Series M Warrants are callable by the registrant for $0.01 per share if the volume-weighted average price of the registrant’s Common Stock for 20 consecutive trading days exceeds $1.50 per share and the Series M Warrants have not been exercised. The Series M Warrants were issued to Mr. Jenkins and FatBoy Capital, L.P. (an entity affiliated with Mr. Jenkins) as consideration for the debt modification. The issuances were made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

OnFebruary ~~July~~2026 ~~15,~~— ~~2024,~~Initial ~~the~~Private ~~Registrant~~Placement ~~issued~~Financing ~~62,489~~and ~~Shares~~Initial ofFLYTE its common stock in connection with the conversion of 1,000 shares of its outstanding Series A Convertible Preferred Stock. The conversion occurred on July 11, 2024. Each share of Series A Convertible Preferred Stock is convertible into approximately 62.5 Shares of common stock. The common stock was issued pursuant to the exemption contained in Section 3(a)(9) of the Securities Act, which applies to transactions in which a security is exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. The Shares issued have been registered for resale on an effective registration statement on Form S-1.Acquisition

On ~~July~~February 236, ~~2024~~2026, the ~~Registrant~~registrant ~~issued~~entered ~~62,500~~into ~~Shares~~a ofSecurities ~~its~~Purchase ~~common~~Agreement ~~stock in connection with~~ (the ~~conversion~~“Initial ofFinancing ~~1,000~~Purchase ~~shares~~Agreement”) ofwith ~~its~~certain ~~outstanding~~accredited ~~Series~~investors A(the ~~Convertible~~“Initial ~~Preferred~~Purchasers”) ~~Stock.~~and, ~~The conversion occurred~~ on ~~July~~February 229, ~~2024.~~2026 ~~Each~~(the ~~share~~“Initial ofFirst ~~Series~~Closing ADate”), ~~Convertible~~consummated ~~Preferred~~the ~~Stock~~transactions iscontemplated ~~convertible~~thereby ~~into approximately 62.5 Shares of common stock. The common stock was issued pursuant to~~ (the ~~exemption~~“Initial ~~contained~~Private inPlacement ~~Section 3(a~~Financing”)~~(9)~~. ofAt the ~~Securities Act~~closing, ~~which~~the ~~applies~~registrant to transactions in which a security is exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. The Shares issued ~~have~~and ~~been~~sold ~~registered~~to ~~for~~the ~~resale~~Initial ~~on an effective registration statement on Form S-1.~~Purchasers:

On(i) ~~July 24~~392,608 ~~2024, the Registrant issued 25,000 Shares of its common stock in connection with the conversion of 400~~ shares of ~~its~~Common ~~outstanding Series A Convertible Preferred~~ Stock. ~~The conversion occurred on July 23, 2024. Each share of Series A Convertible Preferred Stock was convertible into approximately 62.5 Shares of common stock. The common stock was issued pursuant to~~ (the ~~exemption~~“Common ~~contained in Section 3(a~~Shares”)~~(9)~~ ofat ~~the Securities Act, which applies to transactions in which~~ a ~~security~~per isshare ~~exchanged~~purchase byprice anof issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. The Shares issued have been registered for resale on an effective registration statement on Form S-$1.43; and

On(ii) ~~October~~An ~~24,~~aggregate ~~2024, the Company reduced the exercise price~~ of ~~all Series H Warrants and Series I Warrants from $~~1~~.00 per share to $0.70 per share~~,617 ~~and~~shares ~~also reduced the exercise price~~ of ~~all outstanding~~ Series EC-1 ~~Warrants~~Convertible ~~from~~Preferred ~~$40.00 to $0.70 per share~~Stock, ~~Series~~par Fvalue ~~Warrants from~~ $~~30.00 to $~~0.700001 per share and ~~Series~~stated Gvalue ~~Warrants~~of ~~from~~ $~~30.00~~1,000 ~~to $0.70~~ per share (the “~~Warrant Repricing”). (The~~ Series E Warrants, Series F Warrants, Series G Warrants, Series H Warrants and Series I Warrants are referred to collectively herein as the “Existing Warrants”). In connection with the Warrant Repricing, the Company entered into warrant inducement offer letters (the “2024 Inducement Letters”) with certain investors to immediately exercise up to 33,160.8 of the Series E Warrants, 499,909 of the Series F Warrants, 499,909 of the Series G Warrants, C-1~~,990,000~~ ofPreferred the Series H Warrants and 2,325,000 of the Series I Warrants held by such investors (the “Inducement Offer”). In consideration for exercising the Existing Warrants, pursuant to the terms of the Inducement Letters, the Company issued to the investors a new Series K Common Stock ~~Purchase Warrant (the “Series K Warrant~~” ~~or the “New Warrant”~~) ~~if the investor exercised an Existing Warrant~~, inat each case, to purchase up to a number of shares of common stock equal to 200% of the number of shares of common stock issued pursuant to the immediate exercise of the corresponding Existing Warrants. The Series K Warrant has an ~~exercise~~initial conversion price of $0.70 and a term of 5.5 years following stockholder approval. The Series K Warrants will not be exercisable until stockholder approval of the exercise has been obtained. The Company received aggregate gross proceeds of approximately $3.7 million from the exercise of the Existing Warrants resulting in the issuance of an aggregate of approximately 5.3 million shares of common stock. The Series H Warrants and Series I Warrants and the shares underlying them (“Existing Warrant Shares”) have been registered pursuant to registration statements on Form S-1 ~~(File Nos~~.43 ~~333-279930~~per ~~and 333-281849) (the “Registration Statements”) and were issued pursuant to the Underwriting Agreement. The Registration Statements are currently effective and~~share, ~~upon exercise of the Existing Warrants pursuant to the Inducement Offer, were effective~~ for ~~the issuance of the Existing Warrant Shares. The issuance and exercise of the Series E Warrants, Series F Warrants and Series G Warrants were pursuant to~~ an ~~exemption~~aggregate ~~under~~purchase ~~Section~~price ~~4(a)(2)~~ of ~~the Securities Act of 1933 (the “Securities Act”)~~$1, ~~and the resale of the underlying shares has been registered thereunder. The New Warrants and the shares underlying the New Warrants were and will be~~617, ~~as applicable, issued in a private placement pursuant to Section 4(a)(2) of the Securities Act~~000.

~~29 Table of Contents~~31

~~Item~~Table ~~16.~~of ~~Exhibits and Financial Statement Schedules~~Contents

On the same date, the registrant entered into a Stock Purchase Agreement (the “Initial Acquisition Purchase Agreement”) with SEG Jets SPV I LLC (“SEG Jets”), pursuant to which the registrant acquired an initial 19.98% equity interest in Fly Flyte, Inc. (“FLYTE”) in exchange for a commitment to issue 5,250 shares of its newly designated Series D Convertible Preferred Stock, par value $0.0001 per share and stated value of $1,000 per share (the “Series D Preferred Stock”). The Series D Preferred Stock was actually issued on April 20, 2026, following ~~exhibits~~receipt ~~are~~of ~~filed~~Stockholder Approval, as ~~part~~described below. The registrant also entered into a Registration Rights Agreement with the Initial Purchasers and SEG Jets pursuant to which it agreed to register the resale of ~~this~~the Common Shares and the Common Stock underlying the Series C-1, C-2, C-3, and Series D Preferred Stock no later than 30 days following the Initial First Closing Date. The registration statement of which this prospectus forms a part has been filed in satisfaction of that obligation. The securities were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

~~EXHIBIT~~March ~~INDEX~~2026 — Subsequent Private Placement Financing and Subsequent FLYTE Acquisition

		Incorporated by Reference
Exhibit Number	Description	Form	File No.	Exhibit	Filing Date
2.2	Amended and Restated Agreement and Plan of Merger, dated January 9, 2023, by and among the Registrant, certain subsidiaries, and Catheter Precision, Inc.	8-K	001-38677	2.1	1/13/2023
3.1.1	Amended and Restated Certificate of Incorporation of the Registrant.	8-K	001-38677	3.1	10/1/2018
3.1.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. (effective 11/16/20)	8-K	001-38677	3.1	11/17/2020
3.1.3	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. (effective 09/30/22)	8-K	001-38677	3.1	9/20/2022
3.1.3.A	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (filed 07/11/2024, effective 07/15/2024)	8-K	001-38677	3.1	7/12/2024
3.1.4	Certificate of Designation of Series X Convertible Preferred Stock.	8-K	001-38677	3.1	1/13/2023
3.1.5	Certificate of Designation of Series A Preferred Stock.	8-K	001-38677	3.2	1/13/2023
3.1.6	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (effective 08/17/23)	8-K	001-38677	3.1	8/4/2023
3.2.1	Amended and Restated Bylaws of the Registrant.	8-K	001-38677	3.2	10/1/2018
3.2.2	Amendment to Amended and Restated Bylaws of the Registrant.	8-K	001-38677	3.1	8/17/2022
4.1	[omitted]
4.2	[omitted]

On March 9, 2026, the registrant entered into a Securities Purchase Agreement (the “Subsequent Financing Purchase Agreement”) with twelve accredited investors (the “Subsequent Purchasers”) and, on March 10, 2026 (the “Subsequent First Closing Date”), consummated the transactions contemplated thereby (the “Subsequent Private Placement Financing”). At the closing, the registrant issued and sold to the Subsequent Purchasers:

30(i) ~~Table~~An aggregate of ~~Contents~~1,853 shares of Series C-1 Preferred Stock for an aggregate purchase price of $1,853,000;

4.3	Form of warrant issued in May 2020.	8-K	001-38677	4.1	5/22/2020
4.4	Form of Pre-Funded Warrant issued in May 2020.	8-K	001-38677	4.2	5/22/2020
4.5	Form of placement agent warrant issued in May 2020.	8-K	001-38677	4.3	5/22/2020
4.6	Form of warrant offered in July 2020.	S-1	333-239887	4.3	7/16/2020
4.7	Form of Pre-Funded Warrant issued in July 2020.	S-1	333-239887	4.4	7/16/2020
4.8	Form of placement agent warrant offered in July 2020.	S-1	333-239887	4.5	7/16/2020
4.9	Form of placement agent warrant offered in October 2024	8-K	001-38677	4.2	11/5/2024
4.10	Form of Series B Warrant offered in February 2022.	S-1	333-262195	4.9	2/3/2022
4.11	Form of Series C Warrant issued in July 2022	8-K	001-38677	4.1	7/22/2022
4.12	Warrant Agency Agreement, dated February 8, 2022, by and between the Registrant and American Stock & Trust Company LLC.	8-K	001-38677	4.4	2/9/2022
4.12.1	Amendment No. 1, dated July 22, 2022, to February 8, 2022 Warrant Agency Agreement by and between the Company and American Stock Transfer & Trust Company, LLC.	10-Q	001-38677	4.7	8/15/2022
4.13	Form of Series E Warrant offered in January 2023.	8-K	001-38677	4.1	1/13/2023
4.14	Form of Series F Warrant issued in March 2023.	8-K	001-38677	4.2	1/13/2023

(ii)

An aggregate of 1,853 shares of Series C-2 Convertible Preferred Stock, par value $0.0001 per share and stated value of $1,000 per share (the “Series C-2 Preferred Stock”), for an aggregate purchase price of $1,853,000; and

31(iii) ~~Table~~An aggregate of ~~Contents~~1,853 shares of Series C-3 Convertible Preferred Stock, par value $0.0001 per share and stated value of $1,000 per share (the “Series C-3 Preferred Stock”), for an aggregate purchase price of $1,853,000.

4.15	Form of Series G Warrant issued in March 2023.	8-K	001-38677	4.3	1/13/2023
4.15.1	Form of Series H Warrant offered in September 2024	8-K	001-38677	4.1	9/6/2024
4.15.2	Form of Series I Warrant offered in September 2024	8-K	001-38677	4.2	9/6/2024
4.15.3	Form of Series J Warrant offered in September 2024	8-K	001-38677	4.3	9/6/2024
4.15.4	Form of Series K Warrant offered in October 2024	8-K	001-38677	4.1	10/25/2024
4.16	Form of Pre-Funded Warrant offered in September 2024	8-K	001-38677	4.4	9/6/2024
4.17	Form of Underwriters’ Warrant Offered in September 2024	S-1	333-279930	4.17	6/26/2024
4.18	Form of Warrant Agency Agreement dated as of September 3, 2024 entered into by and between the Registrant and Equiniti Trust Company, LLC.	8-K	001-38677	4.5	9/6/2024
5.1***	Opinion of Arnall Golden Gregory LLP
10.1	[omitted.]
10.2+	2018 Form of Indemnification Agreement between the Registrant and directors and executive officers.	S-1	333-226191	10.2	8/24/2018
10.3+	Ra Medical Systems, Inc. 2018 Stock Compensation Plan and Forms of Award Agreement thereunder.	S-1	333-226191	10.3	7/16/2018
10.4+	Ra Medical Systems, Inc. 2018 Equity Incentive Plan and Forms of Award Agreement thereunder, as amended.	8-K	001-38677	99.1	10/13/2020
10.5	[omitted.]
10.6	[omitted.]
10.7	[omitted.]
10.8	[omitted]
10.9	[omitted.]
10.10+	Change in Control and Severance Agreement, by and between the Registrant and Jonathan Will McGuire, dated as of March 30, 2020.	8-K	001-38677	10.11	4/16/2020

Also on March 9, 2026, the registrant entered into a Stock Purchase Agreement (the “Subsequent Acquisition Purchase Agreement”) with Creatd, Inc. (“Creatd”), pursuant to which the registrant acquired the remaining 80.02% of the outstanding equity of FLYTE and 100% of the membership interests of Ponderosa Air, LLC. In connection with the Subsequent Acquisition, the registrant became obligated to issue to Creatd 5,778 shares of Series D Preferred Stock as partial equity consideration. The Series D Preferred Stock was actually issued on April 20, 2026, following receipt of Stockholder Approval, as described below. As additional consideration, the registrant issued to Creatd a promissory note in the principal amount of $5,000,000 (the “Creatd Note”). The registrant also entered into a Subsequent Registration Rights Agreement with the Subsequent Purchasers and Creatd pursuant to which it agreed to register the resale of the Common Stock underlying the Series C-1, C-2, C-3, and Series D Preferred Stock. The registration statement of which this prospectus forms a part has been filed in satisfaction of that obligation. The securities were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

32April ~~Table~~2026 of— ~~Contents~~Stockholder Approval; Series C-2 and Series D Closings; Warrant Exercises

10.10.1+	Amendment to Change in Control and Severance Agreement, dated as of January 9, 2023, by and between Ra Medical Systems, Inc. and Jonathan Will McGuire.	8-K	001-38677	10.6	1/13/2023
10.10.2+	Amendment to Change in Control and Severance Agreement, dated as of April 17, 2023, by and between Ra Medical Systems, Inc. and Jonathan Will McGuire.	8-K	001-38677	10.1	1/19/2023
10.11+	Employment letter by and between the Registrant and Jonathan Will McGuire, dated as of March 9, 2020.	S-1	333-237701	10.15	4/16/2020
10.12	[omitted.]
10.13	[omitted.]
10.14	[omitted.]
10.15	Settlement Agreement, among the Company, among the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General of the Department of Health and Human Services and the Defense Health Agency, acting on behalf of the TRICARE Program, and Robert Gruber, dated December 28, 2020.	10-K	001-38677	10.19	3/17/2021
10.16	Corporate Integrity Agreement, between the Company and the Office of Inspector General of the Department of Health and Human Services, dated December 28, 2020.	10-K	001-38677	10.20	3/17/2021
10.16.1	Notice of Suspension of Corporate Integrity Agreement, dated January 11, 2023.	10-K	001-38677	10.16.1	3/28/2023
10.17	[omitted.]

At a special meeting of stockholders held on April 15, 2026 (the “Stockholder Approval Date”), the registrant’s stockholders approved, among other things, the issuance of shares of Common Stock upon conversion of the Series C-1, C-2, C-3, and Series D Preferred Stock (the “Stockholder Approval”). Following the Stockholder Approval:

33(i) ~~Table~~On April 20, 2026, the registrant issued an aggregate of ~~Contents~~5,250 shares of Series D Preferred Stock to SEG Jets (pursuant to the Initial Acquisition Purchase Agreement) and 5,778 shares of Series D Preferred Stock to Creatd (pursuant to the Subsequent Acquisition Purchase Agreement), for an aggregate of 11,028 shares of Series D Preferred Stock. The Series D Preferred Stock is convertible into up to 31,508,571 shares of Common Stock at the Floor Price of $0.35 per share.

10.18	[omitted.]
10.19	[omitted.]
10.20	[omitted.]
10.21	[omitted.]
10.22	[omitted.]
10.23	Warrant Inducement Offer Letter dated July 22, 2022.	8-K	001-38677	10.1	7/22/2022
10.24	Securities Purchase Agreement, dated January 9, 2023, by and among the Company and Armistice Master Fund Ltd. (“January 2023 SPA”).	8-K	001-38677	10.4	1/13/2023
	- Ex. A to January 2023 SPA (form of Certificate of Designation of Series A Convertible Preferred Stock).	8-K	001-38677	3.2	1/13/2023
	- Ex. B to January 2023 SPA (form of Registration Rights Agreement).	8-K	001-38677	10.5	1/13/2023
	- Ex. C to January 2023 SPA (form of Series F Warrant).	8-K	001-38677	4.2	1/13/2023
	- Ex. D to January 2023 SPA (form of Series G Warrant).	8-K	001-38677	4.3	1/13/2023
10.25	Registration Rights Agreement, dated January 9, 2023.	8-K	001-38677	10.5	1/13/2023
10.26	Warrant Inducement Offer Letter, dated January 9, 2023.	8-K	001-38677	10.3	1/13/2023
10.27.1	Debt Settlement Agreement and Release including certain royalty rights with David A. Jenkins, dated January 9, 2023.	10-K	001-38677	10.27.1	3/28/2023

(ii)

On April 21, 2026, the registrant issued an aggregate of 3,470 shares of Series C-2 Preferred Stock to the Subsequent Purchasers for aggregate gross proceeds of $3,470,000. The Series C-2 Preferred Stock is convertible into up to 9,914,286 shares of Common Stock at the Floor Price of $0.35 per share.

34Except ~~Table~~as described above, no underwriters were engaged and no underwriting discounts or commissions were paid in connection with the issuances of ~~Contents~~unregistered securities described in this Item 15. Each recipient of such securities was an “accredited investor” within the meaning of Rule 501(a) of Regulation D and had adequate access to information about the registrant. No general solicitation or general advertising was used in connection with any of the transactions described herein.

10.27.2	Debt Settlement Agreement and Release including certain royalty rights with Daniel C. Stanzione, Sr. Irrevocable Trust Dated December 31, 2007, dated January 9, 2023.	10-K	001-38677	10.27.2	3/28/2023
10.27.3	Debt Settlement Agreement and Release including certain royalty rights with Fatboy Capital, L.P., dated January 9, 2023.	10-K	001-38677	10.27.3	3/28/2023
10.28.1	LockeT Royalty Agreement with Auston Locke.	10-K	001-38677	10.28	3/28/2023
10.28.2	Assignment and Agreement from Auston Locke in relation to LockeT dated July 15, 2022	S-1	333-279930	10.28.2	6/4/2024
10.28.3	Assignment and Agreement from David A. Jenkins in relation to LockeT dated January 24, 2023	S-1	333-279930	10.28.3	6/4/2024
10.28.4	Invention Assignment and Royalty Agreement with Auston Locke in relation to LockeT dated May 28, 2024	8-K	001-38677	10.1	6/3/2024
10.29	Joint Marketing Agreement dated January 19, 2021 with Stereotaxis, Inc. (the “Stereotaxis Marketing Agreement”).	10-K	001-38677	10.29	3/28/2023
10.29.1	Extension Agreement dated January 11, 2022 to the Stereotaxis Marketing Agreement.	10-K	001-38677	10.29.1	3/28/2023
10.29.2	Addendum One dated May 27, 2022 to the Stereotaxis Marketing Agreement.	10-K	001-38677	10.29.2	3/28/2023
10.30.1	Lease with respect to Fort Mill facility.	10-K	001-38677	10.30.1	3/28/2023
10.31	[omitted.]

35 Table of Contents

10.31.1	[omitted.]
10.31.2+	2023 Equity Incentive Plan	DEF 14A	001-38677	Annex C	05/25/2023
10.31.3+	2023 Form of Nonstatutory Stock Option Agreement for Non-Employee Directors Under 2023 Equity Incentive Plan	10-K	001-38677	10.31.3	04/01/2024
10.31.4+	2023 Form of Nonstatutory Stock Option Agreement Under 2023 Equity Incentive Plan	10-K	001-38677	10.31.4	04/01/2024
10.31.5+	2023 Form of Incentive Stock Option Agreement Under 2023 Equity Incentive Plan	10-K	001-38677	10.31.5	04/01/2024
10.31.6+	Notice of Stock Option Award granted March 13, 2021 to Margrit Thomassen under Old Catheter’s 2009 Equity Incentive Plan	10-K	001-38677	10.31.6	04/01/2024
10.31.7+	Non-plan Stock Option Award granted May 1, 2024, to Marie-Claude Jacques	S-1	333-279930	10.31.7	6/4/2024
10.32	Software and Technology License Agreement dated May 1, 2016, with Peacs BV.	10-K	001-38677	10.32	3/28/2023
10.32.1	Settlement and Amendment Agreement dated May 24, 2021 with Peacs BV.	10-K	001-38677	10.32.1	3/28/2023
10.33	Warrant Inducement Letter Dated October 24, 2024	8-K	001-38677	10.1	10/25/2024
10.33.1	Investment Banking Agreement Dated May 9, 2024	8-K	001-38677	10.2	11/4/2024
10.33.2	Waiver Agreement Dated October 29, 2024	8-K	001-38677	10.1	10/30/2024
10.33.3	[omitted.]
10.33.4	[omitted.]
10.33.5	Promissory Note dated May 30, 2024	8-K	001-38677	10.2	6/3/2024
10.33.6	Promissory Note dated June 25, 2024	8-K	001-38677	10.1	6/26/2024
10.33.7	Promissory Note dated July 1, 2024	8-K	001-38677	10.1	7/01/2024
10.33.8	Promissory Note dated July 18, 2024	8-K	001-38677	10.1	7/23/2024
10.33.9	Promissory Note dated July 25, 2024	8-K	001-38677	10.1	7/30/2024
10.34	Quality Agreement with Zien Medical Technologies, Inc. related to LockeT Manufacture, dated March 20, 2023	S-1	333-279930	10.34	6/4/2024
10.35	First Amendment to Promissory Note dated May 30, 2024	S-1	333-279930	10.33.5	8/27/2024
10.36	First Amendment to Promissory Notes dated June 25, 2024, July 1, 2024 and July 18, 2024	S-1	333-279930	10.33.6	8/27/2024
10.37	First Amendment to Promissory Note dated July 25, 2024	S-1	333-279930	10.33.7	8/27/2024
16.1	Letter re change in certifying accountant	8-K	001-38677	16.1	6/26/2023

Item 16. Exhibits

36 Table of Contents

Exhibit Number		Exhibit Description

2.1		Amended and Restated Agreement and Plan of Merger, dated January 9, 2023, by and among the Registrant, certain subsidiaries, and Catheter Precision, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2023).

3.1		Form of Certificate of Designations of Series C-1 Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2026).

3.2		Form of Certificate of Designations of Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2026).

3.3		Certificate of Amendment to the Certificate of Designations of Series C-1 Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on March 6, 2026 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2026).

3.4		Certificate of Designation of Preferences, Rights and Limitations of Series J Convertible Preferred Stock dated February 9, 2026, as corrected by Certificate of Correction dated February 12, 2026 (incorporated herein by reference to Exhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2026).

3.5		Amendment to Certificate of Correction of Preferences, Rights and Limitations of Series J Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2026).

4.1		Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-K filed with the Securities and Exchange Commission on May 22, 2020).

4.2		Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2020).

4.3		Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2020).

4.4		Form of Warrant (incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 16, 2020).

4.5		Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 16, 2020).

4.6		Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 16, 2020).

4.7		Form of Series B Warrant (incorporated herein by reference to Exhibit 4.9 to the Company’s Amendment to Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on February 3, 2022).

4.8		Form of Series C Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2022).

4.9		Warrant Agency Agreement, dated February 8, 2022, by and between the Registrant and American Stock & Trust Company LLC. (incorporated herein by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2022).

4.10		Amendment No. 1, dated July 22, 2022, to February 8, 2022 Warrant Agency Agreement by and between the Company and American Stock Transfer & Trust Company, LLC (incorporated herein by reference to Exhibit 4.7 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2022.

21.1	Subsidiaries of the Registrant.	10-K	001-38677	21.1	3/28/2023
23.1***	Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm.
23.2***	Consent of Haskell & White LLP, Independent Registered Public Accounting Firm.
23.3***	Consent of Arnall Golden Gregory LLP (included in Exhibit 5.1)
24.1***	Power of Attorney (contained on signature page to this Registration Statement).
107***	Filing Fee Table

**	Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
***	Filed herewith.
+	Indicates a management contract or compensatory plan.

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(b) There are no financial statement schedules provided because the information called for is either not required or is shown either in the financial statements or the notes thereto.

4.11		Form of Series E Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2023).

4.12		Form of Series F Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2023).

4.13		Form of Series G Warrant (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2023).

4.14		Form of Series H Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6, 2024).

4.15		Form of Series I Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6, 2024).

4.16		Form of Series J Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6, 2024).

4.17		Form of Series K Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 25, 2024).

4.18		Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.16 to the Company’s Current Report on Form S-1/A filed with the Securities and Exchange Commission on June 26, 2024).

4.19		Form of Warrant Agency Agreement dated as of September 3, 2024 entered into by and between the Registrant and Equiniti Trust Company, LLC (incorporated herein by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6, 2024).

10.1		Securities Purchase Agreement, dated February 6, 2026, by and among the Company and the investor signatory thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2026).

10.2		Securities Purchase Agreement, dated February 6, 2026, by and among the Company and SEG Jets LLC (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2026).

10.3		Registration Rights Agreement, dated February 6, 2026, by and among the Company and the investors signatory thereto (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2026).

10.4		Securities Purchase Agreement, dated March 9, 2026, by and among the Company and the investors signatory thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2026).

10.5		Stock Purchase Agreement, dated March 9, 2026, by and between the Company and Creatd, Inc. (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2026).

10.6		Registration Rights Agreement, dated March 9, 2026, by and among the Company, the investors signatory thereto and Creatd, Inc. (incorporated herein by reference to Exhibit 10.14.5 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026).

~~37 Table of Contents~~34

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5.1*		Opinion of Quick Law Group PC.

23.1*		Consent of WithumSmith+Brown, PC.

23.3*		Consent of Quick Law Group PC (included in Exhibit 5.1).

24.1*		Power of Attorney (included on the signature page hereto).

107*		Filing Fee Table.

*	Filed herewith.

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Item 17. Undertakings

~~(a)~~ The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by ~~Section~~section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement~~; and~~ .

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement; :

Paragraphs (21) ~~That~~(i), ~~for~~(1)(ii) ~~the~~and ~~purpose~~(1)(iii) of ~~determining~~this ~~any~~section ~~liability~~do ~~under~~not apply if the ~~Securities~~information ~~Act~~required ofto ~~1933,~~be ~~each~~included ~~such~~in a post-effective amendment ~~shall~~by bethose ~~deemed~~paragraphs tois becontained ain ~~new~~reports ~~registration~~filed ~~statement~~with ~~relating~~or furnished to the ~~securities~~Commission ~~offered~~by ~~therein,~~the ~~and~~registrant ~~the~~pursuant ~~offering~~to section 13 or section 15(d) of ~~such~~the ~~securities~~Securities atExchange Act of 1934 that ~~time~~are ~~shall~~incorporated beby ~~deemed~~reference in the registration statement, or is contained in a form of prospectus filed pursuant to beRule ~~the~~424(b) ~~initial~~that ~~bona~~is ~~fide~~part ~~offering~~of ~~thereof;~~the registration statement.

(32) ToThat, ~~remove~~for ~~from~~the ~~registration~~purpose byof ~~means~~determining any liability under the Securities Act of a1933, each such post-effective amendment ~~any~~shall ofbe deemed to be a new registration statement relating to the securities ~~being~~offered ~~registered~~therein, ~~which~~and ~~remain~~the ~~unsold~~offering of such securities at ~~the~~that ~~termination~~time ofshall be deemed to be the ~~offering;~~initial ~~and~~bona fide offering thereof.

(43) ~~That,~~To ~~for~~remove ~~purposes~~from ofregistration ~~determining~~by ~~any~~means ~~liability under the Securities Act~~ of ~~1933, each filing of the registrant’s annual report pursuant to section 13(~~a) orpost-effective ~~section~~amendment ~~15(d)~~any of the ~~Securities~~securities ~~Exchange~~being ~~Act~~registered ofwhich ~~1934~~remain ~~(and,~~unsold ~~where~~at ~~applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of~~ the ~~Securities~~termination ~~Exchange Act~~ of ~~1934) that is incorporated by reference in~~ the ~~registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the~~ offering ~~of such securities at that time shall be deemed to be the initial bona fide offering thereof~~.

(54) ~~Insofar~~That, ~~as indemnification~~ for ~~liabilities arising under~~ the ~~Securities~~purpose ~~Act~~ of ~~1933~~determining ~~may~~liability beunder ~~permitted to directors, officers and controlling persons of~~ the ~~registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the~~ Securities ~~and Exchange Commission such indemnification is against public policy as expressed in the~~ Act ~~and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant~~ of ~~expenses~~1933 ~~incurred~~to ~~or paid by a director, officer or controlling person of the registrant in the successful defense of~~ any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. purchaser:

38(i) ~~Table~~If the registrant is relying on Rule 430B (§230.430B of ~~Contents~~this chapter):

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10 (a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ~~Calistoga~~Park City, State of ~~California~~Utah, on ~~November~~June 2122, ~~2024~~2026.

~~CATHETER~~Catheter ~~PRECISION~~Precision, ~~INC~~Inc. By: /s/ David A. Jenkins Name: David A. Jenkins Title: Director, Executive Chairman of the Board and Chief Executive Officer

~~Power~~POWER ofOF ~~Attorney~~ ATTORNEY

~~KNOW~~Each ~~ALL PERSONS BY THESE PRESENTS, that each~~ person whose signature appears below ~~constitutes~~hereby ~~and~~ appoints David A. Jenkins ~~and Margrit Thomassen, and each of them acting individually,~~ as his or her true and lawful ~~attorneys~~attorney-in-fact ~~and agent~~, with full power of ~~each~~substitution, toand ~~act~~with ~~alone,~~the ~~with~~authority ~~full~~to ~~powers~~execute ofin ~~substitution~~the ~~and~~name ~~resubstitution,~~of ~~for~~each ~~him~~such orperson, ~~her~~any and inall ~~his~~amendments or(including ~~her~~without ~~name~~limitation, ~~place~~post-effective ~~and~~amendments) ~~stead,~~to inthis ~~any~~registration ~~and~~statement ~~all~~on ~~capacities~~Form S-1, to sign any and all ~~amendments~~additional toregistration ~~this~~statements ~~registration~~relating ~~statement~~to ~~(including~~the ~~post-effective~~same ~~amendments~~offering ~~and~~of ~~any~~securities ~~related~~as this registration ~~statements~~statement that are filed pursuant to Rule 462 ~~and otherwise~~(b), ~~and~~of ~~to file~~ the ~~same~~Securities ~~with~~Act ~~all~~of ~~exhibits thereto~~1933, and ~~other~~to ~~documents~~file insuch ~~connection~~registration ~~therewith,~~statements with the Securities and Exchange Commission, ~~granting~~together ~~unto~~with ~~said~~any ~~attorneys-in-fact~~exhibits thereto and ~~agents,~~other ~~and~~documents ~~full~~therewith, ~~power~~necessary ~~and~~or ~~authority~~advisable to doenable ~~and~~the ~~perform~~registrant ~~each~~to ~~and~~comply ~~every~~with ~~act~~the ~~and~~Securities ~~thing~~Act ~~requisite~~of 1933, and ~~necessary~~any torules, beregulations ~~done~~and inrequirements ~~connection~~of ~~therewith,~~the asSecurities ~~fully~~and ~~for~~Exchange ~~all~~Commission ~~intents~~in ~~and~~respect ~~purposes~~thereof, aswhich heamendments ormay ~~she~~make ~~might~~such orother ~~could~~changes do in ~~person,~~the ~~hereby~~registration ~~ratifying~~statement ~~and~~as ~~confirming~~the ~~that~~aforesaid ~~all said attorneys~~attorney-in-fact ~~and~~executing ~~agents,~~the orsame ~~any~~deems ~~of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof~~appropriate.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David A. Jenkins	Director, Executive Chairman of the Board and ~~Chief Executive Officer~~	~~November~~June 2122, ~~2024~~2026
David A. Jenkins	Chief Executive Officer (Principal Executive Officer)
/s/ Margrit Thomassen	Interim Chief Financial Officer and Secretary	November 21, 2024
/s/ Philip Anderson	Chief Financial Officer and Secretary	June 22, 2026
Margrit Thomassen	(Principal Financial and Accounting Officer)
Philip Anderson	(Principal Financial and Accounting Officer)
/s/ Andrew Arno	Director	~~November~~June 2122, ~~2024~~2026
Andrew Arno
/s/ James J. Caruso	Director	~~November~~June 2122, ~~2024~~2026
James J. Caruso
/s/ Martin Colombatto	Director	~~November~~June 2122, ~~2024~~2026
Martin Colombatto

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