Catheter Precision, Inc.

Previous wording

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including, but not limited to, those described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025, as well as those described below. To the extent that any risk factor set forth below is inconsistent with or expands upon a risk factor set forth in the 10‑K, the risk factor described below supersedes the prior disclosure. These risks include, but are not limited to, that: if we pursue a strategic transaction, such as FLYTE acquisition, it may change the primary focus of our business, and our management team could be diverted from pursuing our present core business and from obtaining regulatory approval for our products in development; we will be unable to develop the assets acquired in by KardioNav and Cardionomix unless we are able to obtain additional financing in sufficient amounts to fund our current business, any future businesses we may enter into and to fund our products in development, which financing may not be available on acceptable terms or at all, and could require significant changes in our management and business focus, the results of anticipated trials may not turn out as we currently expect and future trials may not occur on the time tables we expect or may be more costly than anticipated, or may be abandoned due to lack of financing or changes in our business focus, we will be required to raise additional funds to finance our operations and continue as a going concern , and we may not be able to do so when necessary, and/or the terms of any financings may not be advantageous to us or could require changes to governance or operations, and we may require additional funds sooner than our current expectations and we may be required to significantly dilute our existing stockholders in order to raise sufficient operating funds assuming that we are able to raise funds at all, which is uncertain; our stockholder equity is near the minimum level prescribed by the NYSE American and if we are unable to maintain minimum listing requirements, we are liable to be delisted from the NYSE American; our common stock may be subject to extreme market volatility and trading patterns and may experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals, which could occur for a number of reasons including but not limited to analyst recommendations, changes in our industry or the overall markets, significant acquisitions or other strategic transactions by or involving us or our subsidiaries, among other reasons; our operating business has a history of losses, is expected to incur additional losses, and may never achieve profitability; our past performance may not be a reliable indicator of future performance, including but not limited to in the event of a strategic transaction; historical trends should not be used to anticipate resu…

Excerpt shortened here; the source contains the full paragraph.

Current wording

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including, but not limited to, those described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025, as well as those described below. To the extent that any risk factor set forth below is inconsistent with or expands upon a risk factor set forth in the 10‑K, the risk factor described below supersedes the prior disclosure. These risks include, but are not limited to, that: if we pursue a strategic transaction, such as FLYTE acquisition, it may change the primary focus of our business, and our management team could be diverted from pursuing our present core business and from obtaining regulatory approval for our products in development; we will be unable to develop the assets acquired by KardioNav and Cardionomix unless we are able to obtain additional financing in sufficient amounts to fund our current business, any future businesses we may enter into and to fund our products in development, which financing may not be available on acceptable terms or at all, and could require significant changes in our management and business focus; the results of anticipated trials may not turn out as we currently expect and future trials may not occur on the time tables we expect or may be more costly than anticipated, or may be abandoned due to lack of financing or changes in our business focus; we will be required to raise additional funds to finance our operations and continue as a going concern, and we may not be able to do so when necessary, and/or the terms of any financings may not be advantageous to us or could require changes to governance or operations, and we may require additional funds sooner than our current expectations and we may be required to significantly dilute our existing stockholders in order to raise sufficient operating funds assuming that we are able to raise funds at all, which is uncertain; our stockholder equity is near the minimum level prescribed by the NYSE American and if we are unable to maintain minimum listing requirements, we are liable to be delisted from the NYSE American; our common stock may be subject to extreme market volatility and trading patterns and may experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals, which could occur for a number of reasons including but not limited to analyst recommendations, changes in our industry or the overall markets, significant acquisitions or other strategic transactions by or involving us or our subsidiaries, among other reasons; our operating business has a history of losses, is expected to incur additional losses, and may never achieve profitability; our past performance may not be a reliable indicator of future performance, including but not limited to in the event of a strategic transaction; historical trends should not be used to anticipate results …

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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, we merged with the former Catheter Precision, Inc. ("Old Catheter”), a privately held Delaware corporation (the "Merger”), which became our wholly owned subsidiary. Historically, our 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 ("EP").

Current wording

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, we merged with the former Catheter Precision, Inc. ("Old Catheter”), a privately held Delaware corporation (the "Merger”), which became our wholly owned subsidiary. Our 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 ("EP").

Previous wording

In February 2026, we entered into an Acquisition Purchase Agreement with SEG Jets LLC ("SEG Jets"), whereby we agreed to acquire 19.98% of the issued and outstanding shares of common stock of Fly Flyte, Inc. ("FLYTE") held by SEG Jets in exchange for 5,250 shares of our newly designated Series D Convertible Preferred Stock, with a par value of $0.0001 per share and a stated value of $1,000 per share, for an aggregate stated value of $5.3 million, subject to customary closing conditions and stockholder approval. In March 2026, we entered into a Securities Purchase Agreement with Creatd, Inc. ("Creatd"), whereby we acquired 80.02% of the remaining issued and outstanding shares of common stock of FLYTE and 100% of the membership interests of Ponderosa Air, LLC ("Ponderosa"), subject to closing conditions. As consideration for the acquired equity interests in FLYTE and Ponderosa, we agreed to pay $11.6 million as follows: (A) cash consideration $0.8 million due at closing, (B) $5.0 million in principal amount of a promissory note, and (C) 5,778 shares of Series D Convertible Preferred Stock for an aggregate stated value of $5.8 million. As a result of these transactions, we now own 100% of the issued and outstanding common stock of FLYTE common stock and 100% of the membership interests of Ponderosa.

Current wording

On February 6 2026, we entered into an Acquisition Purchase Agreement with SEG Jets LLC ("SEG Jets"), whereby we agreed to acquire 19.98% of the issued and outstanding shares of common stock of Fly Flyte, Inc. ("FLYTE") held by SEG Jets in exchange for 5,250 shares of Series D Convertible Preferred Stock, par value of $0.0001 per share and stated value of $1,000 per share, for an aggregate stated value of $5.3 million. On March 9, 2026, we entered into a Securities Purchase Agreement with Creatd, Inc. ("Creatd"), whereby we acquired the remaining 80.02% of the issued and outstanding shares of common stock of FLYTE and all of FLYTE’s wholly owned consolidated subsidiaries, which included 100% equity ownership interest in Ponderosa Air, LLC ("Ponderosa"). As consideration for the acquired equity interests in FLYTE and Ponderosa, we agreed to pay $11.6 million as follows: (A) cash consideration of $0.8 million due at closing, (B) promissory note with a principal amount of $5.0 million, and (C) 5,778 shares of Series D Convertible Preferred Stock for an aggregate stated value of $5.8 million. As a result of these transactions, we now own 100% of the issued and outstanding common stock of FLYTE and its wholly owned consolidated subsidiaries. FLYTE and all of its wholly owned consolidated subsidiaries operate as a single business.

Previous wording

Following the March 2026 acquisition of FLYTE, we now operate in two reporting segments: (i) cardiac electrophysiology and (ii) private aviation charter services.

Current wording

Following the acquisition of FLYTE, we now operate in two reportable segments: (i) cardiac electrophysiology and (ii) private aviation charter services.

Previous wording

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.

Current wording

Our second product is LockeT ("LockeT”), which 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. LockeT has been commercially available since 2024 in the US, received CE Mark in April 2025 and is currently available in 16 countries.

Previous wording

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 VIVO as an integral tool used by cardiac electrophysiologists during ablation treatment of ventricular arrhythmias by reducing procedure time, patient complications and increasing procedural success.

Current wording

Our business strategy is to become a leading medical device company in the field of cardiac electrophysiology. 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 VIVO as an integral tool used by cardiac electrophysiologists during ablation treatment of ventricular arrhythmias by reducing procedure time, patient complications and increasing procedural success.

Previous wording

However, in order to attract capital to fund our operating losses while we pursue this strategy, we have also adopted a holding company structure within which we house and operate our FLYTE private aviation charter business which has the potential to quickly grow into a profitable subsidiary. FLYTE is a technology-enabled regional air mobility company operating a growing fleet of Cirrus Vision Jets. Focused on high frequency, short haul markets, FLYTE is providing a faster, safer, and more efficient alternative to commercial and existing private charter air travel. Flight operations are conducted through FLYTE’s wholly owned subsidiary, Ponderosa Air, LLC, an FAA certified Part 135 air carrier. With certified aircraft, active revenue generating operations and scalable fleet expansion underway, FLYTE is seeking to build a disciplined, asset backed aviation infrastructure designed to serve underserved regional markets.

Current wording

However, to attract capital to fund our operating losses while we pursue this strategy, we have also adopted a holding company structure within which we house and operate our FLYTE private aviation charter business, which has the potential to quickly grow into a profitable subsidiary. FLYTE is a technology-enabled regional air mobility company operating a growing fleet of Cirrus Vision Jets. Focused on high frequency, short haul markets, FLYTE provides a faster, safer, and more efficient alternative to commercial and existing private charter air travel. Flight operations are conducted through FLYTE’s wholly owned subsidiary, Ponderosa Air, LLC, an FAA certified Part 135 air carrier. With certified aircraft, active revenue generating operations, and scalable fleet expansion underway, FLYTE is seeking to build a disciplined, asset-backed aviation infrastructure designed to serve underserved regional markets.

Previous wording

On February 6, 2026, we entered into a Securities Purchase Agreement with certain accredited investors for a private placement financing and issued an aggregate of (i) 392,608 shares of our common stock, par value $0.0001 per share, at a per share purchase price of $1.43 and (ii)1,617 shares of newly designated Series C-1 Convertible Preferred Stock par value $0.0001 per share, with a stated value of $1,000 per share for gross proceeds of $2.2 million. The investors agreed to purchase newly designated Series C-2 and Series C-3 Convertible Preferred Stock, par value $0.0001 per share, with stated values of $1,000 per share, under additional closings for aggregate gross proceeds of $1.6 million per closing. The additional closings are subject to certain closing conditions, including stockholder approval to issue shares of common stock in excess of 19.99% of our issued and outstanding shares of common stock and to effect a reverse stock split ("Stockholder Approval”) and, solely with respect to the closing of the Series C-3 Convertible Preferred Stock, declaration of the effectiveness of the Registration Statement filed for the resale of the common stock underlying the Series C-1, C-2, and C-3 Convertible Preferred Stock. The investors also have the right, but not the obligation, to purchase up to an aggregate of $39.2 million of Series C-4 Convertible Preferred Stock, par value $0.0001 per share, with stated value of $1,000 per share in one or more closings.

Current wording

On February 6, 2026, we entered into a Securities Purchase Agreement (the "February 2026 SPA") with certain accredited investors for a private placement financing and issued an aggregate of (i) 392,608 shares of our common stock, par value $0.0001 per share, at a per share purchase price of $1.43 and (ii)1,617 shares of newly designated Series C-1 Convertible Preferred Stock par value $0.0001 per share and a stated value of $1,000 per share, for gross proceeds of $2.2 million before deducting direct and incremental offering expenses of $0.2 million. The investors agreed to purchase newly designated Series C-2 and Series C-3 Convertible Preferred Stock, par value $0.0001 per share and stated values of $1,000 per share, under additional closings for aggregate gross proceeds of $1.6 million (the "Second Tranche" and "Third Tranche").

Previous wording

On March 9, 2026, we entered into an additional Securities Purchase Agreement with certain accredited investors for a private placement financing pursuant to which the investors agreed to purchase 1,853 shares of Series C-1 Convertible Preferred Stock, par value of $0.0001 per share and stated value of $1,000 per share, for aggregate gross proceeds of $1.9 million. The investors agreed to purchase newly designated Series C-2 and Series C-3 Convertible Preferred Stock, par value $0.0001 per share, with stated values of $1,000 per share, under additional closings for aggregate gross proceeds of $1.9 million per closing. The additional closings are subject to closing conditions, including approval from our stockholders to issue shares of common stock in excess of 19.99% of our issued and outstanding shares of common stock and, solely with respect to the closing for the Series C-3 Convertible Preferred Stock, effectiveness of the Registration Statement filed to register the resale of common stock underlying the Series C-1, C-2, and C-3 Convertible Preferred Stock. The investors also have the right, but not the obligation, to purchase up to an aggregate of $39.2 million of Series C-4 Convertible Preferred Stock, par value $0.0001 per share, with stated value of $1,000 per share in one or more closings.

Current wording

Pursuant to the February and March 2026 SPAs, the additional closings are subject to certain closing conditions, including stockholder approval to issue shares of common stock in excess of 19.99% of our issued and outstanding shares of common stock and to effect a reverse stock split ("Stockholder Approval”) and, solely with respect to the closing of the Series C-3 Convertible Preferred Stock, declaration of the effectiveness of the Registration Statement filed for the resale of the common stock underlying the Series C-1, C-2, and C-3 Convertible Preferred Stock. The investors also have the right, but not the obligation, to purchase up to an aggregate of $39.2 million of Series C-4 Convertible Preferred Stock (collectively with the Series C-1, Series C-2, and Series C-3 Convertible Preferred Stock, the “Series C Convertible Preferred Stock”), par value $0.0001 per share and stated value of $1,000 per share, in one or more closings (the "Fourth Tranche").

Previous wording

Subject to certain limitations described below, the Series C-2 Convertible Preferred Stock is convertible into shares of our common stock at the option of the holder at an initial conversion price of $0.883 per share, subject to adjustment in certain circumstances as set forth in the Certificate of Designations. Following the date that the registration statement filed pursuant to the related registration rights agreement is first declared effective by the Securities and Exchange Commission (the “Effective Date”), the conversion price is reduced to the lower of (i) the conversion price in effect immediately prior to the Effective Date and (ii) 80% of the Applicable Price on the Effective Date. In each case, the conversion price is subject to a floor price of $0.35, unless waived by us in our sole discretion. In the event of a stock dividend, reverse stock split, stock combination, reclassification or similar event affecting our common stock, the conversion price shall be adjusted based on the number of shares of common stock outstanding immediately before and after such event. The conversion of the Series C-2 Convertible Preferred Stock is subject to stockholder approval and certain beneficial ownership limitations. Prior to the Stockholder Approval Date, the Series C-2 Convertible Preferred Stock may only be converted into shares of common stock up to the maximum amount permitted under applicable exchange rules.

Current wording

Subject to certain limitations described below, the Series C-1 Convertible Preferred Stock was convertible into shares of our common stock at the option of the holder at an initial conversion price of $1.43 per share, subject to adjustment in certain circumstances as set forth in the Certificate of Designations. Following the date that the registration statement filed pursuant to the related registration rights agreement is first declared effective by the Securities and Exchange Commission (the “Effective Date”) and the Stockholder Approval Date, the conversion price is reduced to the lower of (i) the conversion price in effect immediately prior to the Effective Date and (ii) 80% of the Applicable Price on such date. In each case, the conversion price is subject to a floor price of $0.35, unless waived by us in our sole discretion. In the event of a stock dividend, reverse stock split, stock combination, reclassification or similar event affecting our common stock, the conversion price shall be adjusted based on the number of shares of common stock outstanding immediately before and after such event. The conversion of the Series C-1 Convertible Preferred Stock is subject to stockholder approval and certain beneficial ownership limitations. Prior to the Stockholder Approval Date, the Series C-1 Convertible Preferred Stock may only be converted into shares of common stock up to the maximum amount permitted under applicable exchange rules.

Previous wording

In February 2026, the Company agreed to lower the exercise price of existing warrants and the conversion price of the Series B Convertible Preferred Stock to $1.78 per share for certain holders as consideration for exercising the existing warrants and converting the Series B Convertible Preferred Stock, resulting in aggregate proceeds of $0.4 million.

Current wording

On February 6, 2026, the Company agreed to lower the exercise price of existing warrants and the conversion price of the Series B Convertible Preferred Stock to $1.78 per share as consideration for exercising the existing warrants and converting the Series B Convertible Preferred Stock, resulting in aggregate proceeds of $0.4 million.

Previous wording

See Note 12, Equity Offerings in the condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information on the provisions for the Series M Warrants.

Current wording

See Note 13, Equity Offerings and Note 20, Subsequent Events in the condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information on the February 2026 Letter Agreement.

Previous wording

In February 6, 2026, we entered into an Acquisition Purchase Agreement with SEG Jets LLC ("SEG Jets"), whereby we agreed to acquire 19.98% of the issued and outstanding shares of common stock of Fly Flyte, Inc. ("FLYTE") held by SEG Jets in exchange for 5,250 shares of our newly designated Series D Convertible Preferred Stock, with a par value of $0.0001 per share and a stated value of $1,000 per share, for an aggregate stated value of $5.2 million, subject to customary closing conditions and stockholder approval. In March 9, 2026, we entered into a Securities Purchase Agreement with Creatd, whereby we acquired 80.02% of the remaining issued and outstanding shares of common stock of FLYTE and 100% of the membership interests of Ponderosa Air, LLC ("Ponderosa"), subject to closing conditions. As consideration for the acquired equity interests in FLYTE and Ponderosa, we agreed to pay $11.6 million as follows: (A) cash consideration $0.8 million due at closing, (B) $5.0 million in principal amount of a promissory note, and (C) 5,778 shares of Series D Convertible Preferred Stock for an aggregate stated value of $5.8 million. As a result of these transactions, we owned 100% of the issued and outstanding common stock of FLYTE common stock and 100% of the membership interests of Ponderosa as of March 9, 2026.

Current wording

As discussed above, we own 100% of the issued and outstanding common stock of FLYTE common stock and 100% of the membership interests of Ponderosa as of March 9, 2026.

Previous wording

FLYTE is a technology-powered, private air transportation company. Founded in August 2018, FLYTE’s mission is to make private air travel a passenger-first, more inclusive and accessible mode of transportation, made possible through properly applied technology, use of more conveniently located existing infrastructure and operational efficiencies. FLYTE provides two distinct air travel services: Flyte Hops operates short-haul charter routes using its own fleet of leased Cirrus Vision jets flown by pilots that are full-time employees of Flyte. Flyte manages marketing, customer booking, flight scheduling, pricing, collects payment, purchases jet fuel, files the flight plan, uses its own aircraft flown by its own pilots to fly the customers, maintains all necessary FAA certifications. Flyte Luxe matches passengers seeking airplanes larger than the Cirrus Vision or with longer range with appropriate 3rd party aircraft and crews, providing private aviation coordination and bespoke travel experiences. We believe FLYTE is positioned to compete with operators focused on the emerging urban air mobility (“UAM”), regional air mobility (“RAM”) and advanced air mobility (“AAM”) markets, each of which is likely to consist primarily of short-range electric-powered aircraft using short take-off and vertical take-off and landing technology.

Current wording

FLYTE is a technology-powered, private air transportation company. Founded in August 2018, FLYTE’s mission is to make private air travel a passenger-first, more inclusive and accessible mode of transportation, made possible through properly applied technology, use of more conveniently located existing infrastructure and operational efficiencies. FLYTE provides two distinct air travel services: Flyte Hops and Luxe. Flyte Hops operates short-haul charter routes using its own fleet of leased Cirrus Vision jets flown by pilots that are full-time employees of Flyte. Flyte manages marketing, customer booking, flight scheduling, and pricing, collects payment, purchases jet fuel, files the flight plan, uses its own aircraft flown by its own pilots to fly the customers, and maintains all necessary FAA certifications. Flyte Luxe matches passengers seeking airplanes larger than the Cirrus Vision or with longer range with appropriate 3rd party aircraft and crews, providing private aviation coordination and bespoke travel experiences. We believe FLYTE is positioned to compete with operators focused on the emerging urban air mobility (“UAM”), regional air mobility (“RAM”) and advanced air mobility (“AAM”) markets, each of which is likely to consist primarily of short-range electric-powered aircraft using short take-off and vertical take-off and landing technology.

Previous wording

The financial results of FLYTE are included in our unaudited condensed consolidated financial statements from March 10, 2026 through March 31, 2026. As a result, the consolidated results of operations for the three months ended March 31, 2026 reflect approximately twenty-two days of contribution from FLYTE, and the comparative results for the three months ended March 31, 2025 do not include any results of FLYTE. Investors are cautioned that period-over-period comparisons of our consolidated results of operations are not directly comparable as a result of the Acquisition.

Current wording

The financial results of FLYTE are included in our unaudited condensed consolidated financial statements from March 10, 2026 through March 31, 2026. As a result, the consolidated results of operations for the three and six months ended June 30, 2026 reflect a full quarter and approximately four months of contribution from FLYTE, respectively. The comparative consolidated results of operations for the three and six months ended June 30, 2025 do not include any results of FLYTE. Investors are cautioned that period-over-period comparisons of our consolidated results of operations are not directly comparable as a result of the Acquisition.

Previous wording

Additional information regarding the FLYTE acquisition is set forth in our Current Report on Form 8-K filed with the SEC on February 6, 2026 and March 9, 2026 and in Note 3 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

Additional information regarding the FLYTE acquisition is set forth in our Current Report on Form 8-K filed with the SEC on February 6, 2026 and March 9, 2026 and in Note 3 of the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

On April 20, 2026, in connection with the Company’s acquisition of FLYTE, we issued 5,250 and 5,778 shares of our newly designated Series D Convertible Preferred Stock, par value $0.0001 per share and stated value of $1,000 per share to SEG Jets and Creatd, respectively.

Current wording

On April 20, 2026, in connection with the Company’s acquisition of FLYTE, we issued 5,250 and 5,778 shares of our newly designated Series D Convertible Preferred Stock to SEG Jets and Creatd, respectively.

Previous wording

Subject to certain limitations described below, the Series D Preferred Stock are convertible into shares of our common stock at the option of a holder at an initial conversion price of $1.1038 per share, subject to adjustment in certain circumstances as set forth in the Certificate of Designations. Following the date on which the registration statement filed pursuant to the related registration rights agreement is first declared effective by the Securities and Exchange Commission (the "Effective Date”), the conversion price shall be reduced to equal the lower of (i) the conversion price in effect immediately prior to the Effective Date and (ii) the Applicable Price on the Effective Date. In each case, the conversion price if subject to a floor price of $0.35, unless waived by us in our sole discretion. In the event of a stock dividend, reverse stock split, stock combination, reclassification or similar event affecting our common stock, the conversion price shall be adjusted based on the number of shares of common stock outstanding immediately before and after such event. The conversion of the Series D Convertible Preferred Stock is also subject to stockholder approval and certain beneficial ownership limitations. Prior to the Stockholder Approval Date, the Series D Convertible Preferred Stock may only be converted into shares of common stock up to the maximum amount permitted under applicable exchange rules.

Current wording

Subject to certain limitations described below, the Series D Preferred Stock are convertible into shares of our common stock at the option of a holder at an initial conversion price of $1.1038 per share, subject to adjustment in certain circumstances as set forth in the Certificate of Designations. Following the date on which the registration statement filed pursuant to the related registration rights agreement is first declared effective by the Securities and Exchange Commission (the "Effective Date”), the conversion price shall be reduced to equal the lower of (i) the conversion price in effect immediately prior to the Effective Date and (ii) the Applicable Price on the Effective Date. In each case, the conversion price is subject to a floor price of $0.35, unless waived by us in our sole discretion. In the event of a stock dividend, reverse stock split, stock combination, reclassification or similar event affecting our common stock, the conversion price shall be adjusted based on the number of shares of common stock outstanding immediately before and after such event. The conversion of the Series D Convertible Preferred Stock is also subject to stockholder approval and certain beneficial ownership limitations. Prior to the Stockholder Approval Date, the Series D Convertible Preferred Stock may only be converted into shares of common stock up to the maximum amount permitted under applicable exchange rules.

Previous wording

See Note 19, Subsequent Events in the condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information on the Series C-2 Convertible Preferred Stock issued in connection with the February and March Private Placements.

Current wording

See Note 14, Preferred Stock and Note 20, Subsequent Events in the condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information on the Series C Convertible Preferred Stock issued in connection with the February and March 2026 SPAs.

Previous wording

Components of our Results of Operations for the Three Months Ended March 31, 2026 and 2025

Current wording

Components of our Results of Operations for the Three and Six Months Ended June 30, 2026 and 2025

Previous wording

The VIVO System provides 3D cardiac mapping to aid with localizing the sites of origin of idiopathic ventricular arrhythmias in patients with structurally normal hearts prior to electrophysiology studies. Customers also have the option to purchase software upgrades in advance at contract inception. We invoice the customer for VIVO System and related software upgrade services after physical possession and control of VIVO System has been transferred. Subsequent renewals for software upgrade services are invoiced at inception of the renewed term. The timing of payment for the corresponding invoices depends on the credit terms identified in each contract. We recognize revenues for VIVO System at the point in time that the product is delivered to the customer. We recognize revenues for software upgrade services evenly over time over the term of the contract. We did not recognize any revenues for software upgrade services for the three months ended March 31, 2026 and 2025.

Current wording

The VIVO System provides 3D cardiac mapping to aid with localizing the sites of origin of idiopathic ventricular arrhythmias in patients with structurally normal hearts prior to electrophysiology studies. Customers also have the option to purchase software upgrades in advance at contract inception. We invoice the customer for VIVO System and related software upgrade services after physical possession and control of VIVO System has been transferred. Subsequent renewals for software upgrade services are invoiced at inception of the renewed term. The timing of payment for the corresponding invoices depends on the credit terms identified in each contract. We recognize revenues for VIVO System at the point in time that the product is delivered to the customer. We recognize revenues for software upgrade services evenly over time over the term of the contract. We did not recognize any revenues for software upgrade services for the three and six months ended June 30, 2026 and 2025.

Previous wording

We are a business that has operations within and outside of the United States. During the three months ended March 31, 2026 and 2025, approximately 62% and 6% of our product sales were derived from customers outside of the United States, respectively. During the three months ended March 31, 2026, 100% of our service revenue was derived from customers inside of the United States.

Current wording

We are a business that has operations within and outside of the United States. During thethree and six months ended June 30, 2026, appr oximately 22% and 30% of our product sales were derived from customers outside of the United States, respectively. During thethree and six months ended June 30, 2025, approximately 18% and 13% of our product sales were derived from customers outside of the United States, respectively.

Previous wording

(1) Constitutes the operating activities within other income (expense), net in the condensed consolidated statements of operations, except for the change in fair value of royalties payable due to related parties that is presented separately in the table above.

Current wording

(1) Constitutes the operating activities within other income (expense), net in the condensed consolidated statements of operations, except for the change in fair value of royalties payable due to related parties, change in fair value of minority equity interest, change in fair value of deferred consideration, loss on debt extinguishment and unrealized gains and losses, net that are presented separately in the table above.

Previous wording

The increase in product revenue of approximately $105 thousand for the three months ended March 31, 2026 as compared to the corresponding period in the prior year was due to an increase of $46 thousand and $59 in LockeT and VIVO System sales, respectively. The increase in LockeT sales is primarily the result of our sales team's efforts to effectively prove the procedural efficiency, cost-effectiveness and improved patient experience resulting from the use of LockeT compared with incumbent or competing closure devices to prospective new hospital customers. Accordingly, we have entered into long-term contracts with a number of those hospitals, which has resulted in receiving initial and repeat orders as the LockeT devices are used and consumed in clinical procedures. The increase in VIVO System sales was primarily due to growth in international patch sales resulting from expanded European sales efforts

Current wording

The increase in product revenue of appr oximately$58 thousand for thethree months ended June 30, 2026 as compared to the corresponding period in the prior year was due to an increase of$75 thousand in LockeT sales, partially offset by a$17 thousand decrease in VIVO System sales due to fewer customers. The increase in product revenue of approximately$163 thousand for thesix months ended June 30, 2026 as compared to the corresponding period in the prior year was due to an increase of$121 thousand and$42 thousand in LockeT and VIVO System sales, respectively. The increase in LockeT sales is primarily the result of additional domestic customers as well as an increase in international sales. The increase in VIVO System sales was primarily due to growth in international sales resulting from expanded sales efforts.

Previous wording

The increase in service revenue of approximately $184 thousand for thethree months ended March 31, 2026 as compared to the corresponding period in the prior year was due to the acquisition of FLYTE during the period, which contributed to additional revenue stream from the private aviation charter services.

Current wording

The increase in service revenue of approximately$749 thousand and$933 thousand for thethree and six months ended June 30, 2026 respectively, as compared to the corresponding periods in the prior year was due to the acquisition of FLYTE during the period, which contributed to an additional revenue stream from the private aviation charter services

Previous wording

The increase in cost of revenues of approximately $31 thousand for the three months ended March 31, 2026 as compared to the corresponding period in the prior year was primarily due to an increase in LockeT and VIVO System sales, which resulted in higher related cost of revenues of approximately $20 thousand and cost of revenues associated with the increase in private charter aviation services revenue of $11 thousand.

Current wording

The increase in cost of revenues of approximately $1.0 million and $1.1 million for thethree and six months ended June 30, 2026, as compared to the corresponding periods in the prior year was primarily due to an increase in cost of service revenues of $1.0 million and $1.1 million associated with the increase in private charter aviation services, respectively.

Previous wording

The decrease in selling, general and administrative expenses of approximately$0.9 million for thethree months ended March 31, 2026 as compared to the corresponding period in the prior year was due to a decrease in salaries and benefits of$0.5 million, a decrease in investor relations and SEC fees of$0.2 million as well as a decrease in depreciation and amortization of$0.1 million, respectively. The decrease in salaries and benefits was primarily due to a reduction in overall headcount and a restructuring of sales compensation. The decrease in investor relations and SEC fees was driven by non-recurring expenses from the prior year period related to a shareholder meeting, consulting and advisory services, and stock-based compensation. Finally, the decrease in professional fees was primarily attributable to lower legal expenses following a transition to new corporate counsel in the fall of 2025.

Current wording

The increase in selling, general and administrative expenses of approximately $0.9 million for the three months ended June 30, 2026 as compared to the corresponding period in the prior year primarily relates to an increase of $0.8 million in professional fees, such as accounting, audit, and legal fees, and $0.1 million in investor relations and SEC fees incurred in connection with the FLYTE acquisition as well as other transactions completed in the period, such as the February and March 2026 SPAs. In addition, there was an increase of $0.2 million in advertising and marketing expenses related to the newly acquired private charter aviation services. The increase in selling, general and administrative expenses was partially offset by a decrease of $0.4 million in salaries and benefits due to a reduction in overall head count and a restructuring of sales compensation.

Previous wording

The increase in research and development expenses of approximately$0.1 thousand for thethree months ended March 31, 2026, as compared to the corresponding period in the prior year, was primarily due to an increase in professional fees of$0.1 million that relates to third-party consulting for VIVO software upgrades and the development of a system that interfaces with implanted cardiac devices to enable improved pre-ablation mapping and more precise localization of arrhythmogenic tissue.

Current wording

The decrease in research and development expenses of approximately$13 thousand for thethree months ended June 30, 2026, as compared to the corresponding period in the prior year, was primarily due to a decrease in research grants partially offset by an increase in professional fees that related to third-party consulting for VIVO software upgrades and the development of a system that interfaces with implanted cardiac devices to enable improved pre-ablation mapping and more precise localization of arrhythmogenic tissue. The increase in research and development expenses of approximately$33 thousandfor the six months ended June 30, 2026, as compared to the corresponding period in the prior year, was primarily due to an increase in professional fees of $92 thousand related to third-party consulting for VIVO software upgrades and the development of a system that interfaces with implanted cardiac devices to enable improved pre-ablation mapping and more precise localization of arrhythmogenic tissue, partially offset by a decrease of $66 thousands in research grants.

Previous wording

We did not incur any acquired in-process research and development expenses during the three months ended March 31, 2026. The decrease in acquired in-process research and development expenses of approximately $0.1 million for the three months ended March 31, 2026 as compared the corresponding period in the prior year primarily relates the asset acquisitions completed in on January 24, 2025. We acquired 100% of the membership interests of Perikard, LLC for $119 thousand, which was accounted for as an asset acquisition consisting primarily of a single patent for pericardial access technology. The patent was determined to be IPR&D with no alternative future use, and accordingly, we recognized $119 thousand, consisting of $113 thousand of stock consideration and $6 thousand of direct transaction costs, as acquired in-process research and development in the condensed consolidated statements of operations for the three months ended March 31, 2025.

Current wording

The decrease in acquired in-process research and development expenses of approximately $1.9 million and $2.0 million for the three and six months ended June 30, 2026, respectively, as compared the corresponding periods in the prior year primarily relates to the two asset acquisitions completed in 2025. On January 24, 2025, we acquired 100% of the membership interests of Perikard, LLC, which was accounted for as an asset acquisition consisting primarily of a single patent for pericardial access technology. The patent was determined to be IPR&D with no alternative future use, and accordingly, we recognized $0.1 million as acquired in-process research and development in the condensed consolidated statements of operations for the three months ended March 31, 2025. On May 5, 2025, we acquired certain assets primarily related to Cardionomic’s CPNS System, which were deemed to be IPR&D assets with no alternative future use. Accordingly, we recognized $1.9 million, consisting of $0.3 million in stock consideration, $1.3 million in note payable, and $0.3 million in direct transaction costs, as acquired in-process research and development in the condensed consolidated statements of operations for the three and six months ended June 30, 2025.

Previous wording

At each reporting period, the fair value of the royalties payable due to related parties is calculated using the discounted cash flow method. During the three months ended March 31, 2026, we did not record a change in fair value of royalties payable due to related parties as there is no there was no triggering event. As a result, the change in fair value of royalties payable due to related parties decreased approximately by $1.2 million for the three months ended March 31, 2026 as compared to the corresponding period in the prior year.

Current wording

At each reporting period, the fair value of the royalties payable due to related parties is calculated using the discounted cash flow method. During the six months ended June 30, 2026, we did not record a change in fair value of royalties payable due to related parties as there was no triggering event. As a result, the change in fair value of royalties payable due to related parties decreased approximately by $1.7 million and $2.8 million for the three and six months ended June 30, 2026 respectively, as compared to the corresponding period in the prior year.

Previous wording

This represents the change in fair value of our initial minority equity interest of 19.98% in FLYTE from $5.2 million as of February 6, 2026 to $2.9 million as of March 9, 2026, the date we acquired a controlling equity interest in FLYTE. The fair value of the investment was determined based on the implied transaction value of FLYTE, which was derived from the purchase price paid to acquire the remaining 80.02% interest in FLYTE.

Current wording

The decrease of $2.3 million during the six months ended June 30, 2026 represents the change in fair value of our initial minority equity interest of 19.98% in FLYTE from $5.2 million as of February 6, 2026 to $2.9 million as of March 9, 2026, the date we acquired a controlling equity interest in FLYTE. The fair value of the investment was determined based on the implied transaction value of FLYTE, which was derived from the purchase price paid to acquire the remaining 80.02% interest in FLYTE.

Previous wording

We remeasured the deferred consideration payable incurred for our controlling equity interest in FLYTE as of March 31, 2026, and recorded a gain of $2.9 million for the change in fair value of deferred consideration.

Current wording

At each reporting period, the fair value of the deferred consideration payable incurred for our controlling equity interest in FLYTE is remeasured. The increase of $0.3 million and $3.2 million in the change in fair value of deferred consideration for the three and six months ended June 30, 2026, respectively, as compared to the corresponding periods in the prior year, is due to the remeasurement and gain recorded in each respective period.

Previous wording

The increase in other income (expense), net of $0.1 million for the three months ended March 31, 2026 as compared to the corresponding periods in the prior year, primarily relates to an increase in interest expense incurred in connection with the note payable issued by Cardionomix on May 5, 2025, the short-term note payables issued by KardioNav on July 11, 2025, and the assumed notes in relation to the FLYTE Acquisition. We did not incur interest expense on these related party notes or the assumed notes for the three months ended March 31, 2025.

Current wording

The increase in other income expense, net of $199 thousand and $290 thousand for thethree and six months ended June 30, 2026 respectively, as compared to the corresponding periods in the prior year, primarily relates to an increase in interest expenseof $139 thousand incurred in connection with the note payable issued by Cardionomix on May 5, 2025, the short-term note payables issued by KardioNav on July 11, 2025, and the assumed notes in relation to the FLYTE Acquisition as well as an increase in fair value of the deferred stock issuance payable of $46 thousand. On June 28, 2026, we received advanced proceeds of $0.6 million from an investor in exchange for the future issuance of the Series C-3 Convertible Preferred Stock pursuant to the February and March 2026 SPAs. The advanced proceeds were recorded as a deferred stock issuance payable that was subject to remeasurement as of June 30, 2026.

Previous wording

The decrease in income tax benefit of approximately$0.5 thousand for thethree months ended March 31, 2026, as compared to the corresponding periods in the prior year primarily relates to changes in the estimated amount of net operating losses that are not subject to limitations under Section 382 of the Internal Revenue Code.

Current wording

The decrease in income tax benefit of appro ximately$0.6 million and$1.2 million for thethree and six months ended June 30, 2026, as compared to the corresponding periods in the prior year primarily relates to changes in the estimated amount of net operating losses that are not subject to limitations under Section 382 of the Internal Revenue Code.

Previous wording

As of March 31, 2026, we had cash and cash equivalents of $0.4 million and an accumulated deficit of $311.2 million. For the three months ended March 31, 2026, net cash used in operating activities was $2.8 million. We have incurred recurring net losses from operations and negative cash flows from operating activities since inception.

Current wording

As of June 30, 2026, we had cash and cash equivalents of $0.6 million and an accumulated deficit of $314.5 million. For the six months ended June 30, 2026, net cash used in operating activities was $5.7 million. We have incurred recurring net losses from operations and negative cash flows from operating activities since inception.

Previous wording

In February and March 2026, we raised gross proceeds of $3.5 in connection with the February 2026 and March 2026 Private Placements, respectively. We also raised gross proceeds of $0.4 million through the induced exercise of certain existing warrants and conversion of the Series B Convertible Preferred Stock. In addition, as a result of the FLYTE Acquisition, we paid $0.8 million in cash at closing to Creatd and issued a promissory note with a principal amount of $5.0 million and an interest rate of 0% per annum to Creatd.

Current wording

As a result of the FLYTE Acquisition, we paid $0.8 million in cash at closing to Creatd and issued a promissory note with a principal amount of $5.0 million and an interest rate of 0% per annum to Creatd. In addition, during the six-month period ended June 30, 2026, we also issued several Bridge Notes with an aggregate principal balance of approximately $2.8 million and interest rates of 12% per annum. We settled $0.6 million of the Bridge Notes, such that $2.2 million of the Bridge Notes remain outstanding as of June 30, 2026.

Previous wording

We expect operating losses and negative cash flows to continue for the foreseeable future unless our sales and gross profit increase sufficiently to cover our operating expenses. We expect our current operating expenses to remain relatively fixed for the near term, absent entering into a transformative strategic transaction. We believe that our current cash on hand of $1.1 million as of May 8, 2026 will not be sufficient to fund our current operations. Further, we have outstanding short-term notes that will become due and payable within the next twelve months, including the March Bridge Note which come due in May 2026, the notes payable of variable interest entities due to related parties that will be due in July 2026, and Assumed Notes acquired in the Flyte Acquisition that are past due.

Current wording

We expect operating losses and negative cash flows to continue for the foreseeable future unless our sales and gross profit increase sufficiently to cover our operating expenses. We expect our current operating expenses to remain relatively fixed for the near term, absent entering into a transformative strategic transaction. We believe that our cash on hand of $2.1 million as of August 11, 2026 will not be sufficient to fund our current operations. Further, we have outstanding short-term notes that will become due and payable within the next twelve months, including the May Bridge Notes that are past due as of June 30, 2026 and the June Bridge Notes that are due in July 2026, the notes payable of variable interest entities due to related parties that are due in July 2026, the notes payable issued to Creatd with monthly installment payments due through December 2026, and Assumed Notes acquired in the Flyte Acquisition that are past due.

Previous wording

As of March 31, 2026, we have debt obligations due within the next twelve months. If we are unable to refinance or extend these obligations prior to maturity, we will be required to repay them from cash on hand or from proceeds of additional financing, which may not be available on acceptable terms or at all.

Current wording

As noted above, as of June 30, 2026, we have debt obligations due within the next twelve months. If we are unable to refinance or extend these obligations prior to maturity, we will be required to repay them from cash on hand or from proceeds of additional financing, which may not be available on acceptable terms or at all.

Previous wording

Cash Flows for the Three Months Ended March 31, 2026and 2025*** (in thousands)***

Current wording

Cash Flows for the Six Months Ended June 30, 2026and 2025*** (in thousands)***

Previous wording

During the three months ended March 31, 2025, net cash used in operating activities of $2.3 million primarily related to the net loss of $4.0 million and non-cash adjustments related to deferred income tax benefits of $0.7 million. This was partially offset by an increase in operating assets and liabilities of $0.5 million and non-cash adjustments related to depreciation and amortization of $0.5 million and change in fair value of royalties payable due to related parties of $1.2 million.

Current wording

During the six months ended June 30, 2026, net cash used in operating activities of $5.7 million primarily related to the net loss of $5.0 million, a decrease in change in fair value of deferred consideration of $3.2 million, an increase in change in fair value of minority equity interest of $2.3 million, and a decrease in operating assets and liabilities of $0.6 million. This was partially offset by non-cash adjustments related to depreciation and amortization of $0.8 million.