[8-K] Catheter Precision, Inc. Reports Material Event

Rhea-AI Filing Summary

Catheter Precision, Inc. entered into Series J Exchange Agreements to swap accrued royalty rights with CEO David Jenkins and FatBoy Capital, LP into 9,489.488 shares of new Series J Convertible Preferred Stock, representing royalty amounts with a net present value of $9,489,487.81 as of December 31, 2025.

The Series J Preferred Stock has a stated value of $1,000 per share and is convertible into common stock at a fixed price of $1.56 per share, matching the December 31, 2025 closing price. These preferred shares are collectively convertible into 6,083,005 common shares, or about 641 common shares per preferred share, if and only if stockholder approval is obtained under NYSE American rules.

The royalty rights and accrued royalty amounts are terminated as of December 31, 2025, removing this obligation. Separately, the company highlighted a strategic institutional financing for up to $36.5 million and the agreed termination of its at-the-market equity offering program, describing these steps as strengthening its balance sheet and aligning long-term institutional capital.

Insights

Capital structure and corporate finance analyst

VTAK converts $9.49M royalty overhang into preferred equity and adds up to $36.5M financing.

Catheter Precision is exchanging royalty rights and accrued royalty amounts with insiders into 9,489.488 shares of Series J Convertible Preferred Stock, tied to a net present value of $9,489,487.81 as of December 31, 2025. This shifts a large, potentially ongoing cash obligation into an equity-linked instrument.

The Series J Preferred carries a $1,000 stated value and a fixed conversion price of $1.56 per common share, matching the company’s December 31, 2025 closing price. Full conversion would result in 6,083,005 common shares, but only if stockholders approve issuance under NYSE American rules, so dilution depends on that vote.

The press release also describes institutional financing of up to $36.5 million and termination of the at-the-market equity program, which the company characterizes as strengthening its balance sheet and eliminating “legacy financing overhang.” Subsequent filings around the financing’s terms and the required stockholder approval will clarify long-term capital structure effects.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 9, 2026

Catheter Precision, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38677	38-3661826
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1670 Highway 160 West – Suite 205, Fort Mill, SC 29708

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (973) 691-2000

Not Applicable

(Former name of former address, if changes since last report.)

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
	☐	Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
	☐	Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		VTAK		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

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 13(a) of the Exchange Act.          ☐

Item 1.01 Entry into a Material Definitive Agreement.

On February 12, 2026, Catheter Precision, Inc., a Delaware corporation (the "Company"), entered into Series J Exchange Agreements (the "Exchange Agreements") with David A. Jenkins and FatBoy Capital, LP. (the "Holders") to convert royalty rights and accrued royalty right amounts into 2,491.293 shares and 6,998.195 shares, respectively of the Company's newly created Series J Convertible Preferred Stock, with a par value of $0.0001 per share and a stated value of $1,000 per share (the "Series J Preferred Stock") as further described by the Certificate of Designation of Preferences, Rights and Limitations of Series J Convertible Preferred Stock which was filed with the Delaware Secretary of State on February 9, 2026, as corrected on February 12, 2026 (the "Series J Certificate of Designation").  The Company is entitled to issue up to 9,490 shares of Series J Preferred Stock pursuant to the terms of the Series J Certificate of Designation. The Series J Preferred Stock is convertible into shares of the Company's common stock, par value $0.0001 ("Common Stock") at a fixed per share conversion price of $1.56, subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the like(subject to certain exceptions) (the "Conversion Price").

Mr. Jenkins serves as the Executive Chairman of the Company's Board of Directors and as its Chief Executive Officer and FatBoy Capital, LP is controlled and owned by Mr. Jenkins.

Specifically, pursuant to those Debt Settlement Agreements dated January 9, 2023 between the Company and the Holders previously disclosed by the Company accrued royalty amounts totaling a net present value equal to $9,489,487.81 as of December 31, 2025 are being exchanged for 9,489.488 shares of Series J Preferred Stock, collectively.  Per the Exchange Agreements, the accrued royalty amounts and the royalty rights are terminated as of December 31, 2025.  The closing price of the Company’s Common Stock on December 31, 2025 as reported by the NYSE American was equal to the Conversion Price of $1.56 per share.

The 9,489.488 shares of Series J Preferred Stock issued to the Holders in connection with the Exchange Agreements are convertible into 6,083,005 shares of the Company's Common Stock (or approximately 641 shares of Common Stock for each share of Series J Preferred Stock and subject to customary adjustment as set forth in the Series J Certificate of Designation) if and only if stockholder approval is obtained for issuance of Common Stock underlying the Series J Preferred Stock in accordance with the rules and regulations of the NYSE American.  The shares of Series J Preferred Stock will automatically convert in the event of a Fundamental Transaction (as defined in the Series J Certificate of Designation).

Each share of Series J Preferred Stock is entitled to participate in dividends or other distributions of the Company's assets to the extent that holder would have participated therein if the holder had held the number of shares of Common Stock acquirable upon complete conversion of the Series J Preferred Stock, without regard to any limitations on conversion, including the beneficial ownership limitation.

The foregoing descriptions of the Exchange Agreements and the Series J Certificate of Designation (as corrected) by the Company do not purport to be complete and are qualified in their entirety by reference to the full text of the Exchange Agreements and Series J Certificate of Designation (as corrected) which are attached as Exhibits 3.1, 3.2, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

The shares of Series J Preferred Stock and the shares of Common Stock underlying the Series J Preferred Stock will be issued in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”).  All such shares will be “restricted securities” in accordance with Rule 144(a)(3) of the Securities Act and each of the holders is “accredited investor” as defined under the Securities Act. This Current Report on Form 8-K is not and shall not be deemed to be an offer to sell or the solicitation of an offer to purchase equity of the Company.

Item 3.02  Unregistered Sales of Equity Securities.

All information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

All information set forth in Item 1.01 of this Current Report on From 8-K is hereby incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 12, 2026, the Company issued a press release announcing the exchange transactions described above as well as the financing transaction the Company entered into on February 6, 2026 which is further described in the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information provided in this Item 7.01 (including Exhibit 99.1 hereto), is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Designation of Preferences, Rights and Limitations of Series J Convertible Preferred Stock dated February 6, 2026 and filed with the Delaware Secretary of State on February 9, 2026
3.2		Certificate of Correction of Certificate of Designation of Preferences, Rights and Limitations of Series J Convertible Preferred Stock dated February 12, 2026 and filed with Delaware Secretary of State on February 12, 2026
10.1		Series J Exchange Agreement dated February 12, 2026 between Catheter Precision, Inc. and David A. Jenkins
10.2		Series J Exchange Agreement dated February 12, 2026 between Catheter Precision, Inc. and FatBoy Capital, LP
99.1		Press Release Dated February 12, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CATHETER PRECISION, INC.
Date: February 12, 2026	/s/ Philip Anderson
	Philip Anderson
	Chief Financial Officer

Exhibit 99.1

Catheter Precision, Inc. Secures up to $36.5 Million in Strategic Institutional Financing to Accelerate Growth

VTAK has Agreed to Terminate its At-The-Market (“ATM”) Equity Offering Program

Company Strengthens Balance Sheet and Aligns Institutional Capital for Long-Term Value Creation

Fort Mill, SC, February 12, 2026 – Catheter Precision, Inc. (NYSE American: VTAK) (“Catheter Precision” or the “Company”), a leader in advanced electrophysiology solutions, today announced that it has agreed to the termination of its at-the-market (“ATM”) equity offering program and has completed a strategic financing transaction with institutional investors for up to $36.5 million to support accelerated growth.

Key Highlights:

● ATM equity program to be terminated. No future equity lines of credit or forward-priced agreements are anticipated.

● Strategic institutional capital secured to fund expansion

● Balance sheet and liquidity significantly strengthened

● The company’s short-term notes have been converted to long term by extending maturities out to two and three years

● Additional short and long-term liabilities of approximately $9 million on the 9/30/25 balance sheet are being converted into equity

Executive Commentary

“This financing and balance sheet restructuring strengthens our financial position and also reinforces institutional investor confidence in our strategy,” said David Jenkins, CEO and Chairman of VTAK.

Jenkins added, “By eliminating legacy financing overhang and aligning ourselves with long-term institutional partners, we’ve enhanced our ability to execute with speed, discipline, and focus.”

Jenkins concluded, “We now move forward from a position of financial strength, supported by capital, stability, and strategic alignment to drive meaningful shareholder value through disciplined growth.”

Capital Strategy Update

This strategic institutional investment provides the Company with financial flexibility to:

● Advance key growth initiatives

● Scale multiple business opportunities

● Expand market presence and execution capabilities

Additional Information

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Please refer to the Company’s Current Report on Form 8-K filed February 6, 2026, and February 12th for additional details regarding the transaction.

About Catheter Precision

Catheter Precision is a U.S.-based medical device company developing innovative solutions to improve the treatment of cardiac arrhythmias. The Company is committed to bringing new technologies to market through physician collaboration and continued product innovation.

Cautionary Note on Forward-Looking Statements

This press release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially due to risks and uncertainties described in the Company’s SEC filings, available at www.sec.gov. The Company undertakes no obligation to update these statements except as required by law.

CONTACTS:

Investor Relations

973-691-2000

IR@catheterprecision.com

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FAQ

What did Catheter Precision (VTAK) disclose in this 8-K filing?

Catheter Precision disclosed that it entered into Series J Exchange Agreements converting royalty rights into new Series J Convertible Preferred Stock and highlighted a strategic institutional financing of up to $36.5 million. The company also agreed to terminate its at-the-market equity offering program.

How many Series J preferred shares did Catheter Precision (VTAK) issue and what do they represent?

The company issued 9,489.488 shares of Series J Convertible Preferred Stock to David Jenkins and FatBoy Capital, LP. These shares represent accrued royalty rights and royalty amounts with a net present value of $9,489,487.81 as of December 31, 2025, effectively replacing that obligation with preferred equity.

What is the conversion price and potential common share count for VTAK’s Series J preferred stock?

Each Series J preferred share has a fixed conversion price of $1.56 per common share, equal to the December 31, 2025 closing price. The 9,489.488 Series J shares are collectively convertible into 6,083,005 common shares, or about 641 common shares per preferred share, subject to stockholder approval.

What happened to the royalty rights in Catheter Precision’s (VTAK) new agreements?

The Series J Exchange Agreements terminate the royalty rights and accrued royalty amounts as of December 31, 2025. In exchange, David Jenkins and FatBoy Capital, LP receive 9,489.488 shares of Series J Convertible Preferred Stock, eliminating that royalty overhang from Catheter Precision’s obligations.

Does conversion of VTAK’s Series J preferred stock into common stock require stockholder approval?

Yes. The 9,489.488 Series J preferred shares are convertible into 6,083,005 common shares if and only if stockholder approval is obtained. The approval must cover issuance of common stock underlying the Series J Preferred in accordance with NYSE American rules and the Series J Certificate of Designation.

What new financing did Catheter Precision (VTAK) announce alongside the Series J exchange?

Catheter Precision announced a strategic institutional financing transaction for up to $36.5 million to support accelerated growth. The company’s press release describes this capital, combined with balance sheet restructuring, as strengthening its financial position and aligning it with long-term institutional investors.

Why did Catheter Precision (VTAK) terminate its at-the-market equity offering program?

The company stated it has agreed to terminate its at-the-market equity offering program in connection with completing a strategic institutional financing. Management framed this shift as part of a broader balance sheet restructuring and alignment with long-term institutional capital to support disciplined growth.

Filing Exhibits & Attachments

9 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 12.2 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 DAJ SERIES J EXCHANGE AGREEMENT 24.2 KB
• EX-10.2 EXHIBIT 10.2 FATBOY SERIES J EXCHANGE AGREEMENT 25.1 KB

Other Documents

• EX-3.1 EXHIBIT 3.1 SERIES J CERTIFICATE OF DESIGNATION 81.2 KB
• EX-3.2 EXHIBIT 3.2 CORRECTED SERIES J CERTIFICATE OF DESIGNATION 9.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB