[S-8] Catheter Precision, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Catheter Precision, Inc. (VTAK) filed a Form S-8 on 26 June 2025 to register shares issuable under two employee equity programs: (1) the Catheter Precision 2023 Equity Incentive Plan and (2) a stand-alone stock-option grant dated 6 Jan 2025 to CFO Philip Anderson. The filing allows the Company to issue these shares to employees without additional SEC registration, thereby facilitating equity-based compensation.

Registrant profile: Delaware corporation, non-accelerated filer, smaller reporting company, principal offices in Fort Mill, SC. The registration statement incorporates by reference the Company’s 2024 Form 10-K (filed 31 Mar 2025, amended 30 Apr 2025), Q1-2025 Form 10-Q (filed 14 May 2025) and thirteen Form 8-Ks filed between 7 Jan and 13 Jun 2025. These filings collectively provide investors the requisite financial and operational background.

Legal & governance highlights: The document reiterates broad indemnification protections for directors and officers under Delaware law and the Company’s bylaws, including advancement of expenses. The SEC’s longstanding position that indemnification for Securities Act liabilities is unenforceable is also acknowledged.

Exhibits of note: (i) legal opinion on share legality (Ex. 5.1), (ii) auditor consent (Ex. 23.2), (iii) full 2023 Incentive Plan (Ex. 99.1) and the individual non-plan option award (Ex. 99.2). Exhibit 107 contains the fee table; specific share counts and aggregate offering value are not provided in the excerpt.

Investor impact: Because S-8 registrations are routine administrative matters with no immediate cash proceeds, the filing is operationally neutral. Over time, however, issuances under the plan will increase the fully diluted share count and may introduce incremental dilution.

Insights

Financial Analyst

TL;DR: Routine S-8 registers employee shares; neutral short-term impact, potential long-term dilution.

This Form S-8 is standard housekeeping. It activates share issuance for the 2023 Incentive Plan and a separate CFO option grant, ensuring legal compliance and streamlined administration. No capital is raised, so liquidity and leverage remain unchanged. While share counts are not disclosed here, any future exercises will incrementally dilute existing holders—an expected trade-off for talent retention. The Company’s non-accelerated, smaller-reporting status signals limited scale, so even modest share issuances could be proportionally meaningful. Importantly, the filing does not modify plan terms or introduce new compensation elements; it merely covers already-approved awards. Governance provisions mirror typical Delaware indemnification language, posing no unusual risk. Overall, the event neither enhances nor detracts from near-term fundamentals but reminds investors to monitor dilution through subsequent 10-Q/10-K tables.

As filed with the Securities and Exchange Commission on June 26, 2025

Registration Statement No. 333-                     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

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, SC 29708

(Address of Principal Executive Offices) (Zip Code)

Catheter Precision, Inc. 2023 Equity Incentive Plan

and

Non-Plan Stock Option Award Granted on January 6, 2025

(Full title of the plan)

Philip Anderson

Chief Financial Officer

Catheter Precision, Inc.

1670 Highway 160 West, Suite 205

Fort Mill, SC 29708

(973) 691-2000

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

Copies to:

B. Joseph Alley, Jr., Esq.

Arnall Golden Gregory LLP

171 17^th Street NW, Suite 2100

Atlanta, Georgia 30363

(404) 873-8500

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. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Items 1 and 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be sent or given to the participants in the Catheter Precision, Inc. 2023 Equity Incentive Plan and the Non-Plan Stock Option Award granted on January 6, 2025 covered by this Registration Statement, as required by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed with the SEC by Catheter Precision, Inc. (the “Registrant” or the “Company”) are hereby incorporated by reference herein:

a) our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 31, 2025, as amended by Form 10-K/A filed with the Securities and Exchange Commission on April 30, 2025;

b) our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities and Exchange Commission on May 14, 2025

c) our Current Reports on Form 8-K and amendments thereto, if any, filed with the SEC on January 7, 2025, January 17, 2025, February 4, 2025, March 12, 2025, April 16, 2025, April 23, 2025, May 8, 2025, May 13, 2025, May 19, 2025, May 30, 2025, June 6, 2025, June 9, 2025 and June 13, 2025; and

d) the description of our common stock contained in Exhibit 4.2 of our Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025.

All documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the filing of this Registration Statement on Form S‑8 (and prior to the filing of any post‑effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which de-registers all securities remaining unsold), shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such reports and documents.

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated by reference herein, shall be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, in any subsequently filed supplement to this Registration Statement or any document that is also incorporated by reference herein, modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that eliminate the personal liability of our directors and executive officers for monetary damages for breach of their fiduciary duties as directors or officers.

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

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

• We shall indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of us and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

• We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.

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

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

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

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

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

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

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

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibit No.	Description
5.1*	Opinion of Arnall Golden Gregory LLP regarding legality
23.1*	Consent of Arnall Golden Gregory LLP (included in Exhibit 5.1)
23.2*	Consent of WithumSmith+Brown, PC
24*	Power of Attorney (included on signature page)
99.1	Catheter Precision, Inc. 2023 Equity Incentive Plan (incorporated by reference to Annex C to the Registrant’s Definitive Proxy Statement filed with the SEC on November 25, 2024)
99.2	Non-Plan Stock Option Award granted January 6, 2025, to Philip Anderson (incorporated by reference to Exhibit 10.31.8 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 31, 2025)
107*	Filing Fee Table

__________________

* Filed herewith.

Item 9.  Undertakings.

(a) The undersigned Registrant hereby undertakes as follows:

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

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

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boiceville, State of New York, on June 26, 2025.

	CATHETER PRECISION, INC.
	By:	/s/ Philip Anderson
		Philip Anderson
		Chief Financial Officer and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated. Each person whose signature appears below hereby constitutes and appoints David A. Jenkins and Philip Anderson and each of them individually, as such person’s true and lawful attorney‑in‑fact and agent with full power of substitution for such person and in such person’s name, place and stead, in any and all capacities, to sign and to file with the Securities and Exchange Commission, any and all amendments and post-effective amendments to this Registration Statement, with exhibits thereto and other documents in connection therewith, granting unto said attorneys‑in‑fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys‑in‑fact and agents, or any substitute therefor, may lawfully do or cause to be done by virtue thereof.

SIGNATURE		TITLE		DATE
/s/ David A Jenkins		Executive Chairman of the Board of Directors,		June 26, 2025
David A. Jenkins		Director and Chief Executive Officer (Principal Executive Officer)
/s/ Philip Anderson		Chief Financial Officer and Secretary		June 26, 2025
Philip Anderson		(Principal Financial and Accounting Officer)
/s/ Andrew Arno		Director		June 26, 2025
Andrew Arno
/s/ James J. Caruso		Director		June 26, 2025
James J. Caruso
/s/ Martin Colombatto		Director		June 26, 2025
Martin Colombatto

FAQ

What does Catheter Precision's Form S-8 filed on 26 June 2025 cover?

It registers shares issuable under the 2023 Equity Incentive Plan and a non-plan stock-option award granted 6 Jan 2025.

Does the S-8 generate cash proceeds for VTAK?

No. An S-8 is for share registration only; it does not raise capital.

Which SEC filings are incorporated by reference into the S-8?

The 2024 Form 10-K (and 10-K/A), Q1-2025 Form 10-Q, and thirteen Form 8-Ks dated Jan–Jun 2025.

What filer status does Catheter Precision report in this registration statement?

The Company is a non-accelerated filer and a smaller reporting company.

What are the key exhibits included with the filing?

Legal opinion (5.1), auditor consent (23.2), power of attorney (24), the full 2023 plan (99.1), specific option award (99.2), and filing-fee table (107).