VJET 10-K & 10-Q changes, risk factors and insider trading

Our current business primarily derives revenues from the View into Ventricular Onset System or VIVO™ System (“VIVO” or “VIVO System”) and our LockeT product. VIVO is FDA cleared, and CE marked, having received FDA 510(k) clearance in June 2019. Old Catheter began a limited commercial launch of VIVO in the third quarter of 2021, and we began a full-scale launch in 2023 in conjunction with the expansion of a direct sales force in the U.S. Our current business strategies include a plan to expand uses for VIVO, which will require additional clearances. LockeT, a suture retention device, is a sterile, Class I product that was registered with the FDA in February 2023, at which time we began initial shipments to distributors. In May 2023, Catheter submitted LockeT for CE Mark approval.2023. CE Mark approval iswas expectedreceived in the first half ofApril 2025, at which time initial international shipments to distributors will begin.began. While we do generate revenue, we are currently operating at a loss, and there is no guarantee that we will be able to grow revenues enough to offset our costs and achieve profitability. To date, we have not been profitable, and our accumulated deficit was approximately $292$309.5 million at December 31, 2024.2025. Historically, aside from Merger costs, our losses have resulted principally from costs incurred in research and development, and from general and administrative costs associated with our operations. During the 20242025 we raised approximately $7.2$4.9 million in net proceeds from securities transactions, but operating costs and negative cash flows have substantially depleted our cash. However, in order to continue the commercialization of our assets consistent with our vision, we will need to conduct substantial additional research, development and clinical trials. Our business strategy also includes expanding uses for our products which will require us to seek additional regulatory clearances in the United States and abroad, and we also must continue to expand our patents in order to obtain meaningful patent protection for and establish freedom to commercialize our product candidates. We must also complete further clinical trials and seek regulatory approvals for any new product candidates we discover, license or acquire. We cannot be sure whether and when we will obtain required regulatory approvals, or successfully research, develop, commercialize, manufacture and market any other product candidates. We expect that these activities, together with future general and administrative activities, will result in significant expenses for the foreseeable future. We may never achieve profitability. Our current cash flows are not sufficient to fund our current operations, and we believe that we will need to complete additional financings within the next three to six months. Additionally, please see Note 18, Subsequent Events in our audited consolidated financial statements included elsewhere in this Annual Report for additional information regarding certain financing which occurred in the first quarter of 2026.

In February 2022, Old Catheter agreed to an assignment and royalty agreement for the Surgical Vessel Closing Pressure Device (“LockeT”). Pursuant to the agreement, Old Catheter agreed to pay a royalty fee of 5% on net sales of up to $1 million. Thereafter, if a patent for the Surgical Vessel Closing Pressure Device is obtained from the U.S. Patent and Trademark Office, Old Catheter will pay a royalty fee of 2% of net sales up to a total of $10 million in royalties. In addition, at the time of our merger with Old Catheter, additional royalty rights with respect to LockeT were granted to certain holders (the “Noteholders”) of Old Catheter’s outstanding convertible promissory notes in exchange for forgiveness of the interest that had accrued under those notes but remained unpaid, pursuant to the terms of certain Debt Settlement Agreements. The agreements provide for the Noteholders to receive, in the aggregate, approximately 12% of the net sales, if any, of the Surgical Vessel Closing Pressure Device, commencing upon the first commercial sale through December 31, 2035. On December 31, 2025, we entered into the Series J Exchange Agreement ("Royalty Right Exchange") with certain Noteholders to exchange future and accrued royalty rights of $2.7 million for an aggregate of 9,490 shares of the Company's newly designated Series J Convertible Preferred Stock, par value $0.0001 per share and stated value of $1,000 per share. We derecognized $2.7 million of royalties payable due to related parties and recognized the fair value of the Series J Convertible Preferred Stock of $5.3 million in additional paid-in capital in the accompanying consolidated balance sheets included elsewhere in this Annual Report. As a result, even if the Surgical Vessel Closing Pressure Device is successfully developed and marketed, our revenues from this device will be reduced by the amount of these royalties.

The impact of the ongoing Russia-UkraineRussia-Ukraine, Israel-Gaza and Israel-GazaIran military conflicts, and other actions that have been and could be taken by other countries, including new and stricter sanctions and actions taken in response to such sanctions, have affected, and may continue to affect, our business and results of operations, including our supply chain.

On February 24, 2022, Russian forces launched significant military action against Ukraine, and sustained conflict and disruption in the region has occurred. The impact to Ukraine, as well as actions taken by other countries, including new and stricter sanctions imposed by Canada, the United Kingdom, the European Union, the U.S. and other countries and companies and organizations against officials, individuals, regions and industries in Russia and Ukraine, and actions taken by Russia in response to such sanctions, and each country’s potential response to such sanctions, tensions and military actions could have a material adverse effect on our operations. Any such material adverse effect from the conflict and enhanced sanctions activity may disrupt our supply chains and affect the delivery of our products and services or impair our ability to complete financial or banking transactions. We may suffer similar adverse effects from the Israel-Gaza conflict which has been ongoing since October 2023. More recently, the Iran conflict in the middle east may also adversely effect our business.

Prior to our listing on the New York Stock Exchange in September 2018, there was no public market for shares of our common stock. Although our common stock is now listed on the NYSE American, the market for our shares has demonstrated varying levels of trading activity. Furthermore, an active trading market for our shares may not be sustained in the future. You may not be able to sell your shares quickly or at the market price if trading in shares of our common stock is not active. Further, an inactive market may also impair our ability to raise capital by selling shares of our common stock and may impair our ability to enter into strategic partnerships or acquire companies or products by using shares of our common stock as consideration, which could have a material adverse effect on our business, financial condition, and results of operations. In addition, the trading price of our common stock has been and is likely to continue to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume. In addition to the factors discussed in this Risk Factors section and elsewhere in this Annual Report, these factors include:

If our stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market, the trading price of our common stock could decline. As of March 17,20, 2025,2026, we had 9,268,6322,692,473 outstanding shares of our common stock and outstanding options to purchase up to 2,222,434149,967 shares of our common stock, as well as 2,157,000 shares subject to pre-funded warrants, and 15,960,6131,136,595 shares subject to outstanding warrants that are currently out of the money. AtWe ouralso specialhad meeting1,650.256 of stockholders held on March 21, 2023, our stockholders approved the conversion of 1,993.581outstanding shares of our Series XB Convertible Preferred Stockstock convertible into 1,993,581approximately 916,997 shares of our commons stock, 3,470 outstanding shares of our Series C-1 Convertible Preferred stock convertible into approximately 2,426,573 shares of our common stock, and 9,489.488 outstanding shares of our Series J convertible Preferred stock convertible into approximately 6,083,005 shares of our common stock. TheIn remainingaddition, 12,656 sharesas of SeriesMarch X20, Preferred2026, Stockwe mayhad beconvertible promissory notes convertible into 1,265,601approximately 733,134 shares of our common stock on or after July 9, 2024, in the event that we meet the initial listing standards of the NYSE American or another securities exchange or have been delisted from the NYSE American.stock.

In July 2023, we adopted the 2023 Equity Incentive Plan, or the 2023 Plan. As of March 6,20, 2025,2026, 796,615263,221 shares were available for issuance as new awards under the 2023 Plan, options to purchase 1,681,000122,790 shares were outstanding, and 66,667 shares of restricted stock awards had been authorized for future issuance.outstanding. The 2023 Equity Incentive Plan provides for quarterly increases in the number of shares authorized for issuance under the Plan based on a percentage of the increase in the number of shares outstanding during the quarter. We assumed options to purchase 75,3673,967 shares in connection with the merger with Old Catheter, and as of March 6,20, 2025,2026, 16,427862 of these options remained outstanding. We issued to officers of the Company non-plan options to purchase 525,000149,967 shares, which were outstanding as of March 6,20, 2025.2026. If these additional shares of common stock are issued and sold, or if it is perceived that they will be sold, in the public market, this could result in additional dilution and the trading price of our common stock could decline.

Further, additional capital may be needed in the future to continue our planned operations, including commercialization efforts, expanded research and development activities and costs associated with operating a public company. To raise capital, we may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner, we determine from time to time. If we sell common stock, convertible securities or other equity securities, investors may be materially diluted by subsequent sales. Such sales may also result in material and substantial dilution to our existing stockholders, and new investors could gain rights, preferences and privileges senior to the holders of our common stock. Additionally, please see Note 18, Subsequent Events in our audited consolidated financial statements included elsewhere in this Annual Report for additional information regarding certain financing which occurred in the first quarter of 2026.

Shares of our common stock are currently listed on the NYSE American. In order to maintain our listing, we must maintain certain share prices, financial and share distribution targets, including maintaining a minimum amount of stockholders’ equity, minimum public float, and a minimum number of public stockholders. In addition to these objective standards, the NYSE American may delist the securities of any issuer if, in itsthe opinion,opinion of NYSE American, the issuer’s financial condition and/or operating results appear unsatisfactory; if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable; if the issuer sells or disposes of principal operating assets or ceases to be an operating company; if an issuer fails to comply with the NYSE American’s listing requirements; if an issuer’s common stock sells at what the NYSE American considers a “low selling price” (generally trading below $0.20 per share for an extended period of time); or if any other event occurs or any condition exists which makes continued listing on the NYSE American, in its opinion, inadvisable. On August 31, 2022, we received a deficiency letter from the NYSE American indicating that we were not in compliance with Section 1003(f)(v) of the NYSE American Company Guide, because shares of our common stock have been selling for a low price per share for a substantial period time. We have since regained compliance with this Section, but there can be no guarantee that our stock price will not fall below the required levels again. We also received similar letters related to our late Form 10-Q filings during 2023, but we have since filed all late Forms and have remedied those deficiencies.

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, the Companywe merged with the former Catheter Precision, Inc. (“"Old Catheter”), a privately held Delaware corporation (the “"Merger”), which became aour wholly owned subsidiarysubsidiary. of the Company. Following the Merger, we discontinued the Company’s legacy lines of business and the use of any of its DABRA-related assets. We shifted the focus of our operations to Old Catheter’s product lines. Accordingly, ourOur current 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").

One of our two primary products is the View into Ventricular Onset (“VIVO” or “VIVO System”),System, which is a non-invasive imaging system that offers 3D cardiac mapping to help with localizing the sites of origin of idiopathic ventricular arrhythmias in patients with structurally normal hearts prior to EP procedures.

We have received FDA clearance to market and promote the VIVO System in the U.S. as a pre-procedure planning tool for patients with structurally normal hearts undergoing ablation treatment for idiopathic ventricular arrhythmias. VIVO allows for the acquisition, analysis, display and storage of cardiac electrophysiological data and maps for analysis by a physician. We began a limited commercial launch of VIVO in 2021 and toTo date, VIVO has been utilized in more than 1,000 procedures in the U.S. and EU by over 30 physicians, with no reported device-related complications.

InOur addition,second ourand newest productprimary product, LockeT® ("LockeT”), is LockeT, 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 Februarythe 2023,U.S. at which time we began initial shipments to distributors. In May 2024, weWe recognized our first sale of LockeT.LockeT Inin May 2023, Catheter submitted LockeT for CE Mark approval. CE Mark approval is expected in first half of 2026, at which time initial international shipments to distributors will begin.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.

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 inat our sole discretion.discretion Theand which we elected to waive on August 10, 2026, and reduced the conversion price of theall outstanding shares of Series BC-1, PreferredSeries isC-2, fixedSeries atC-3, $1.78Series perC-4 share,and subjectSeries D to customary anti-dilution adjustments.$0.23. The conversion price of the Series J Preferred is fixed at $1.56 per share, subject to customary anti-dilution adjustments.

Assuming conversion at the floor price$0.23 (in the case of the Series C-1, Series C-2C-2, Series C-3, Series C-4 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 58,337,00396,041,615 shares of our common stock, consisting of:

As of MayAugust 8,10, 2026, we had 2,692,47314,391,944 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 2,167%6,673% of our common stock outstanding as of MayAugust 8,10, 2026, or, on a post-conversion basis, would result in the dilution of our existing common stockholders to less than approximately 4.4%13.0% of our post-conversion outstanding common stock. If we were to waivefurther lower the $0.35$0.23 floorconversion 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.

Conversion of the Series B Preferred, 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.

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 floorfloor, (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.

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 PreferredPreferred, andthe Series C-2 Preferred,Preferred and the Series C-3 Preferred including a $0.35 floor that we may waive in our sole discretion.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 1213 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.

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$0.023 floorconversion price, the Series C-3 Preferred and the Series C-4 Preferred would convert into an aggregate of approximately 232,219,051305,126,087 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).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 289,639,200401,167,702 shares.

As of MayAugust 8,10, 2026, we had 2,692,47314,391,944 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 10,758%27,874% of our common stock outstanding as of MayAugust 8,10, 2026, or, on a post-conversion basis, would result in the dilution of our existing common stockholders to less than approximately 0.9%3.6% of our post-conversion outstanding common stock.

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.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 waivefurther reduce the floor.conversion price.

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,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.

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.

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,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,focus; we will be required to raise additional funds to finance our operations and continue as a going concern ,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 or trends in future periods; our ability to increase our at-the-market offering availability in the future is subject to obtaining necessary approvals, certifications, legal opinions and accounting comfort letters, and there is no guaranty that we can do so successfully; we have previously identified material weaknesses in our internal control over financial reporting and, if these or other material weaknesses occur again, they could adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner; compliance with Sarbanes-Oxley Act Section 404 could have a material adverse impact on our business; we will not be able to reach profitability unless we are able to achieve our product expansion and growth goals or engage in a strategic transaction which realigns our business focus; our VIVO launch plans require significant investment in infrastructure and sales representatives; our research and development and commercialization efforts may depend on entering into agreements with corporate collaborators; we have entered into joint marketing agreements with respect to our products, and may enter into additional joint marketing agreements, that will reduce our revenues from product sales; royalty agreements with respect to LockeT, the surgical vessel closing pressure device, will reduce any future profits from this product; if we experience significant disruptions in our information technology systems, our business may be adversely affected; litigation and other legal proceedings may adversely affect our business; if we make acquisitions or divestitures, we could encounter difficulties that harm our business, and entering into a strategic transaction could materially alter our business model and focus; failure to attract and retain sufficient qualified personnel could also impede our growth; our revenues may depend on our customers’ receipt of adequate reimbursement from private insurers and government sponsored healthcare programs; we may be unable to compete successfully with companies in our highly competitive industry, many of whom have substantially greater resources than we do; our future operating results depend upon our ability to obtain components in sufficient quantities on commercially reasonable terms or according to schedules, prices, quality and volumes that are acceptable to us, and suppliers may fail to deliver components, or we may be unable to manage these components effectively or obtain these components on such terms; if hospitals, physicians and patients do not accept our current and future products or if the market for indications for which any product candidate is approved is smaller than expected, we may be unable to generate significant operating revenue, if any; a variety of risks associated with marketing our products internationally could materially adversely affect our business; the impact of the military conflicts in Ukraine and Israel, and the actions that have been and could be taken by other countries, including new and stricter sanctions and actions taken in response to such sanctions, have affected, and may continue to affect, our business and results of operations, including our supply chain; if the third parties on which we rely for the conduct of our clinical trials and results do not perform our clinical trial activities in accordance with good clinical practices and related regulatory requirements, we may be unable to obtain regulatory approval for or commercialize our product candidates; we may be adversely affected by product liability claims, unfavorable court decisions or legal settlements; our ability to use our net operating loss carryforwards may be limited; we are subject to pervasive and continuing regulation by the FDA and other regulatory agencies; our products may be subject to additional recalls, revocations or suspensions after receiving FDA or foreign approval or clearance, which could divert managerial and financial resources, harm our reputation, and adversely affect our business; changes in trade policies among the United States (“U.S.”) and other countries, in particular the imposition of new or higher tariffs, could place pressure on our average selling prices as our customers seek to offset the impact of increased tariffs on their own products; increased tariffs or the imposition of other barriers to international trade could have a material adverse effect on our revenues and operating results; product clearances and approvals can often be denied or significantly delayed, although we have obtained regulatory clearance for our VIVO and LockeT products in the U.S. and certain non-U.S. jurisdictions; our current business plans for our current operating business include expanding uses for our products, which if implemented would require additional clearances; even after clearance is obtained, our products remain subject to extensive regulatory scrutiny; reductions in staffing and funding at FDA and other federal agencies could cause delays in the development and approval of our products; our business may be adversely affected by changes and uncertainty in the health care industry including health care public‑policy developments; if we or our suppliers fail to comply with the FDA’s Quality System Regulation, or QSR, or any applicable state equivalent, our operations could be interrupted, and our potential product sales and operating results could suffer; if any of our products cause or contribute to a death or a serious injury, or malfunction in certain ways, we will be required to report under applicable medical device reporting regulations, which can result in voluntary corrective actions or agency enforcement actions; healthcare reform initiatives and other administrative and legislative proposals may adversely affect our business, financial condition, results of operations and cash flows in our key markets; if we are unable to obtain and maintain patent protection for our products, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize our existing products and any products we may develop, and our technology may be adversely affected; and any short-term sale may produce proceeds that are less than the market or stated value of such assets and less than the proceeds that could have been obtained if they were liquidated in the ordinary course.course of business. If we enter into a strategic transaction, such as a merger or acquisition, we may become subject to additional risks in addition to those described above, which risks would be identified and disclosed in conjunction with consummating any such transaction. There is no guarantee that we will be able to identify and enter into any such strategic transaction.

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, ourOur 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").

Our second andproduct newest primary 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. We recognized our first sale of LockeT inhas Maybeen 2024.commercially Inavailable Septembersince 2024, we received notification of the issuance of our first LockeT patent2024 in the countryUS, ofreceived ChinaCE Mark in April 2025 and weis alsocurrently completedavailable ain Middle16 East distribution agreement for LockeT.countries.

Our business strategy is to become a leading medical device company in the field of cardiac electrophysiology,electrophysiology. and weWe 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.

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 businessbusiness, 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 providingprovides 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 operationsoperations, and scalable fleet expansion underway, FLYTE is seeking to build a disciplined, asset backedasset-backed aviation infrastructure designed to serve underserved regional markets.

February and March 2026 Private Placement

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,share withand a stated value of $1,000 per shareshare, 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,share withand stated values of $1,000 per share, under additional closings for aggregate gross proceeds of $1.6 million per(the closing."Second 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 issuedTranche" and outstanding"Third shares of common stock and to effect a reverse stock split (Tranche"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..

On March 9, 2026, we entered into an additional Securities Purchase Agreement (the “March 2026 SPA”) 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,Stock for aggregate gross proceeds of $1.9 million.million before deducting $0.1 million in issuance costs. 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,Stock under additional closings for aggregate gross proceeds of $1.9 million per(the closing."Second 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 issuedTranche" and outstanding"Third 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.Tranche").

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.

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 MarchJune 31,30, 2026 reflect a full quarter and approximately twenty-twofour daysmonths of contribution from FLYTE, andrespectively. theThe comparative consolidated results of operations for the three and six months ended MarchJune 31,30, 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.