Catheter Precision, Inc.
Filed Jun 22, 2026.
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A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Jun 22, 2026
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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 S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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.) |
1670 Highway 160 West, Suite 205
Fort Mill, South Carolina 29708
**(973)691-2000 **
(Address, including zip code, and telephone number,
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:
| Jeffrey M. Quick, Esq. Quick Law Group PC 1035 Pearl Street, Suite 403 Boulder, CO 80302 (720) 259-3393 | Rick A. Werner, Esq. Alla Digilova, Esq. Haynes and Boone, LLP 30 Rockefeller Plaza, 26th Floor New York, New York 10112 (212) 659-7300 |
|---|
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please 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. ☒
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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following 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 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 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 information in this prospectus is 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
Catheter Precision, Inc.
68,067,042 Shares of Common Stock
68,067,042 shares of our common stock, par value $0.0001 per share (“Common Stock”). These shares of Common Stock consist of:
| ● | 392,608 shares of Common Stock (the “Common Shares”), issued pursuant to that certain securities purchase agreement (the “Initial Financing Purchase Agreement”), dated as of February 6, 2026, by and among the Company and certain accredited investors named therein (the “Initial Purchasers”); |
| ● | 9,914,286 shares of Common Stock issuable upon the conversion of 3,470 shares (the “Series C-1 Preferred Shares”) of our newly designated Series C-1 Convertible Preferred Stock (the “Series C-1 Preferred Stock”), with a par value $0.0001 per share and stated value of $1,000 per share, issued or issuable pursuant to the Initial Financing Purchase Agreement and that certain securities purchase agreement (the “Subsequent Financing Purchase Agreement” and, together with the Initial Financing Purchase Agreement, the “Financing Purchase Agreements”), dated as of March 9, 2026, by and among the Company and certain accredited investors named therein (the “Subsequent Purchasers” and, together with the Initial Purchasers, the “Purchasers”), and assuming a conversion at a price per share equal to $0.35 (the “Floor Price”); |
| ● | 9,914,286 shares of Common Stock issuable upon the conversion of 3,470 shares (the “Series C-2 Preferred Shares”) of the Company’s newly designated Series C-2 Convertible Preferred Stock (the “Series C-2 Preferred Stock”), with par value $0.0001 per share and stated value of $1,000 per share, issued or issuable pursuant to the Financing Purchase Agreements and assuming a conversion at a price per share equal to the Floor Price; |
| ● | 9,914,286 shares of Common Stock issuable upon the conversion of 3,470 shares (the “Series C-3 Preferred Shares” and, together with the Series C-1 Preferred Shares and Series C-2 Preferred Shares, the “Series C Preferred Shares”) of the Company’s preferred stock, expected to be designated as Series C-3 Convertible Preferred Stock (the “Series C-3 Preferred Stock” and, together with the Series 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 $1,000 per share, issuable pursuant to the Financing Purchase Agreements and assuming a conversion at a price per share equal to the Floor Price; and |
| ● | 31,508,571 shares of Common Stock issuable upon the conversion of 11,028 shares (the “Series D Preferred Shares” and, collectively with the Series C Preferred Shares, the “Initial Preferred Shares”) of the Company’s newly designated Series D Convertible Preferred Stock (the “Series D Preferred Stock” and, together with the Series C Preferred Stock, the “Initial Preferred Stock”), with par value $0.0001 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. |
| ● | 6,083,005 shares of Common Stock issuable upon the conversion of 9,489.488 shares of the Company’s Series J Convertible Preferred Stock (the “Series J Preferred Stock”), par value $0.0001 per share and stated value of $1,000 per share, at an initial conversion price of $1.56 per share; and |
| ● | 340,000 shares of Common Stock issuable 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, as defined herein). |
The 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.
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.