Catheter Precision, Inc.

Previous wording

The conversion price of each of the Series C-1 Preferred, Series C-2 Preferred and Series D Preferred is variable and is subject to downward adjustment based on the trading price of our common stock at specified dates following the effectiveness of the resale registration statement filed pursuant to the related registration rights agreements. In each case, the conversion price is subject to a floor of $0.35 per share, which we may waive in our sole discretion. The conversion price of the Series B Preferred is fixed at $1.78 per share, subject to customary anti-dilution adjustments. The conversion price of the Series J Preferred is fixed at $1.56 per share, subject to customary anti-dilution adjustments.

Current wording

The conversion price of each of the Series C-1 Preferred, Series C-2 Preferred, Series C-3 Preferred, Series C-4 Preferred and Series D Preferred is variable and is subject to downward adjustment based on the trading price of our common stock at specified dates following the effectiveness of the resale registration statement filed pursuant to the related registration rights agreements. In each case, the conversion price is subject to a floor of $0.35 per share, which we may waive at our sole discretion and which we elected to waive on August 10, 2026, and reduced the conversion price of all outstanding shares of Series C-1, Series C-2, Series C-3, Series C-4 and Series D to $0.23. The conversion price of the Series J Preferred is fixed at $1.56 per share, subject to customary anti-dilution adjustments.

Previous wording

Assuming conversion at the floor price (in the case of the Series C-1, Series C-2 and Series D Preferred) and at the applicable fixed conversion price (in the case of the Series B Preferred and the Series J Preferred), our issued and outstanding shares of convertible preferred stock would convert into an aggregate of approximately 58,337,003 shares of our common stock, consisting of:

Current wording

Assuming conversion at $0.23 (in the case of the Series C-1, Series C-2, Series C-3, Series C-4 and Series D Preferred) and at the applicable fixed conversion price (in the case of the Series J Preferred), our issued and outstanding shares of convertible preferred stock would convert into an aggregate of approximately 96,041,615 shares of our common stock, consisting of:

Previous wording

As of May 8, 2026, we had 2,692,473 shares of our common stock outstanding. The aggregate number of shares of common stock issuable upon conversion of our issued and outstanding shares of convertible preferred stock as described above would represent approximately 2,167% of our common stock outstanding as of May 8, 2026, or, on a post-conversion basis, would result in the dilution of our existing common stockholders to less than approximately 4.4% of our post-conversion outstanding common stock. If we were to waive the $0.35 floor with respect to any of the Series C-1 Preferred, the Series C-2 Preferred or the Series D Preferred, the number of shares of common stock issuable upon conversion of those securities could be substantially greater than the amounts above.

Current wording

As of August 10, 2026, we had 14,391,944 shares of our common stock outstanding. The aggregate number of shares of common stock issuable upon conversion of our issued and outstanding shares of convertible preferred stock as described above would represent approximately 6,673% of our common stock outstanding as of August 10, 2026, or, on a post-conversion basis, would result in the dilution of our existing common stockholders to less than approximately 13.0% of our post-conversion outstanding common stock. If we were to further lower the $0.23 conversion price with respect to any of the Series C-1 Preferred, the Series C-2 Preferred, the Series C-3 Preferred, the Series C-4 Preferred or the Series D Preferred, the number of shares of common stock issuable upon conversion of those securities could be substantially greater than the amounts above.

Previous wording

Conversion of the Series B Preferred, the Series C-1 Preferred, the Series C-2 Preferred, the Series D Preferred and the Series J Preferred is also subject to customary beneficial ownership limitations applicable to each holder, which limit individual holders' as-converted ownership to specified thresholds (typically 4.99% or 9.99%) but do not limit the aggregate amount of common stock that may be issued upon conversion to all holders. Therefore, the beneficial ownership limitations do not constrain the aggregate dilution described above.

Current wording

Conversion of the Series C-1 Preferred, the Series C-2 Preferred, the Series C-3 Preferred, the Series C-4 Preferred, the Series D Preferred and the Series J Preferred is also subject to customary beneficial ownership limitations applicable to each holder, which limit individual holders' as-converted ownership to specified thresholds (typically 4.99% or 9.99%) but do not limit the aggregate amount of common stock that may be issued upon conversion to all holders. Therefore, the beneficial ownership limitations do not constrain the aggregate dilution described above.

Previous wording

The market price of our common stock has been, and may continue to be, volatile. A sustained decline in our share price prior to the conversion of the Series C-1 Preferred, the Series C-2 Preferred or the Series D Preferred would significantly increase the number of shares issuable upon conversion of those securities, up to the limit imposed by the $0.35 floor (which we may waive in our sole discretion). Any such conversion would dilute the voting power and economic interests of our existing common stockholders.

Current wording

The market price of our common stock has been, and may continue to be, volatile. A sustained decline in our share price prior to the conversion of the Series C-1 Preferred, the Series C-2 Preferred, the Series C-3 Preferred, the Series C-4 Preferred or the Series D Preferred would significantly increase the number of shares issuable upon conversion of those securities, up to the limit imposed by the $0.35 floor, which we may waive in our sole discretion and which we elected to waive on August 10, 2026, and reduced the conversion price of all outstanding shares of Series C-1, Series C-2, Series C-3, Series C-4 and Series D to $0.23. Any such conversion would dilute the voting power and economic interests of our existing common stockholders.

Previous wording

The conversion price of each of the Series C-3 Preferred and the Series C-4 Preferred is subject to adjustment in a manner substantially similar to the Series C-1 Preferred and Series C-2 Preferred, including a $0.35 floor that we may waive in our sole discretion. See Note 12 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information regarding the terms of the Series C-3 Preferred and Series C-4 Preferred.

Current wording

The conversion price of each of the Series C-4 Preferred is subject to adjustment in a manner substantially similar to the Series C-1 Preferred, the Series C-2 Preferred and the Series C-3 Preferred including a $0.35 floor that we may waive in our sole discretion and which we elected to waive on August 10, 2026, and reduced the conversion price of all outstanding shares of Series C-1, Series C-2, Series C-3, Series C-4 and Series D to $0.23. See Note 13 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information regarding the terms of the Series C-4 Preferred.

Previous wording

Assuming all of the Series C-3 Preferred and the maximum amount of the Series C-4 Preferred are issued, and assuming conversion of each at the $0.35 floor price, the Series C-3 Preferred and the Series C-4 Preferred would convert into an aggregate of approximately 232,219,051 shares of our common stock (consisting of approximately 9,914,286 shares from the Series C-3 Preferred and approximately 222,304,765 shares from the Series C-4 Preferred). Together with the shares of common stock that would be issued upon conversion of our currently outstanding Series C-1 Preferred, Series C-2 Preferred, Series D Preferred and Series J Preferred (as described in the preceding risk factor), the aggregate number of shares of common stock that could be issued upon conversion of all such securities at the relevant conversion prices would be approximately 289,639,200 shares.

Current wording

Assuming all the maximum amount of the Series C-4 Preferred are issued, and assuming conversion of each at the $0.023 conversion price, the Series C-4 Preferred would convert into an aggregate of approximately 305,126,087 shares of our common stock. Together with the shares of common stock that would be issued upon conversion of our currently outstanding Series C-1 Preferred, Series C-2 Preferred, Series C-3 Preferred, Series C-4 Preferred, Series D Preferred and Series J Preferred (as described in the preceding risk factor), the aggregate number of shares of common stock that could be issued upon conversion of all such securities at the relevant conversion prices would be approximately 401,167,702 shares.

Previous wording

As of May 8, 2026, we had 2,692,473 shares of common stock outstanding. The aggregate number of shares of common stock issuable upon conversion of all of our existing and potential future shares of convertible preferred stock described above would represent approximately 10,758% of our common stock outstanding as of May 8, 2026, or, on a post-conversion basis, would result in the dilution of our existing common stockholders to less than approximately 0.9% of our post-conversion outstanding common stock.

Current wording

As of August 10, 2026, we had 14,391,944 shares of common stock outstanding. The aggregate number of shares of common stock issuable upon conversion of all of our existing and potential future shares of convertible preferred stock described above would represent approximately 27,874% of our common stock outstanding as of August 10, 2026, or, on a post-conversion basis, would result in the dilution of our existing common stockholders to less than approximately 3.6% of our post-conversion outstanding common stock.

Previous wording

The actual number of shares of common stock that may be issued under the Series C Purchase Agreements could be higher than the amounts set forth above if we waive the $0.35 floor in our sole discretion, which we may do at any time. There can be no assurance that we will not waive the floor.

Current wording

The actual number of shares of common stock that may be issued under the Series C Purchase Agreements could be higher than the amounts set forth above if we waive the $0.35 floor in our sole discretion, which we may do at any time and which we elected to waive on August 10, 2026, and reduced the conversion price of all outstanding shares of Series C-1, Series C-2, Series C-3, Series C-4 and Series D to $0.23. There can be no assurance that we will not further reduce the conversion price.

Previous wording

Whether and when these contingent issuances and conversions occur will depend on, among other things, the investors' decisions to exercise their respective rights, the satisfaction of remaining closing conditions, our ability and willingness to waive the floor, and the trading price of our common stock. There can be no assurance that any of these events will occur or will not occur. However, if the investors exercise the Series C-4 right in full and the conversion of all of our convertible preferred stock occurs at or near the floor, the resulting dilution to our existing common stockholders would be extraordinary, and would substantially eliminate the existing common stockholders' relative economic and voting interests in the Company. Moreover, the existence of these contingent issuance and conversion rights may itself adversely affect the trading price of our common stock, as market participants may anticipate the issuance and conversion of these securities and the resulting dilution.

Current wording

Whether and when these contingent issuances and conversions occur will depend on, among other things, the investors' decisions to exercise their respective rights, the satisfaction of remaining closing conditions, our ability and willingness to waive the floor or further reduce the conversion price, and the trading price of our common stock. There can be no assurance that any of these events will occur or will not occur. However, if the investors exercise the Series C-4 right in full and the conversion of all of our convertible preferred stock occurs at or near the floor, the resulting dilution to our existing common stockholders would be extraordinary, and would substantially eliminate the existing common stockholders' relative economic and voting interests in the Company. Moreover, the existence of these contingent issuance and conversion rights may itself adversely affect the trading price of our common stock, as market participants may anticipate the issuance and conversion of these securities and the resulting dilution.

Previous wording

We may not receive any proceeds from the Series C-4 right because exercise of that right is at the investors' option and is not within our control. As a result, we cannot rely on the Series C-4 right to fund our operations. We may also be unable to satisfy the closing conditions to the Series C-3 issuance, in which case we will not receive the related proceeds.

Current wording

We may not receive any proceeds from the Series C-4 right because exercise of that right is at the investors' option and is not within our control. As a result, we cannot rely on the Series C-4 right to fund our operations.