Catheter Precision Inc美股招股说明书(2026-07-10版)

68,067,042 Shares of Common Stock 68,067,042 shares of our common stock, par value $0.0001 per share (“Common Stock”). These shares of Common Stock consistof: ●392,608 shares of Common Stock (the “Common Shares”), issued pursuant to that certain securities purchase agreement(the “Initial Financing Purchase Agreement”), dated as of February 6, 2026, by and among the Company and certainaccredited investors named therein (the “Initial Purchasers”); ●9,914,286 shares of Common Stock issuable upon the conversion of 3,470 shares (the “Series C-1 Preferred Shares”) ofour newly designated Series C-1 Convertible Preferred Stock (the “Series C-1 Preferred Stock”), with a par value $0.0001per share and stated value of $1,000 per share, issued or issuable pursuant to the Initial Financing Purchase Agreementand that certain securities purchase agreement (the “Subsequent Financing Purchase Agreement”and, together with theInitial Financing Purchase Agreement, the “Financing Purchase Agreements”), dated as of March 9, 2026, by and amongthe Company and certain accredited investors named therein (the “Subsequent Purchasers”and, together with the InitialPurchasers, the “Purchasers”), and assuming a conversion at a price per share equal to $0.35 (the “Floor Price”); ●9,914,286 shares of Common Stock issuable upon the conversion of 3,470 shares (the “Series C-2 Preferred Shares”) ofthe Company’s newly designated Series C-2 Convertible Preferred Stock (the “Series C-2 Preferred Stock”), with parvalue $0.0001 per share and stated value of $1,000 per share, issued or issuable pursuant to the Financing PurchaseAgreements and assuming a conversion at a price per share equal to the Floor Price; ●9,914,286 shares of Common Stock issuable upon the conversion of 3,470 shares (the “Series C-3 Preferred Shares”and,together with the Series C-1 Preferred Shares and Series C-2 Preferred Shares, the “Series C Preferred Shares”) of theCompany’s preferred stock, expected to be designated as Series C-3 Convertible Preferred Stock (the “Series C-3Preferred Stock”and, together with the Series C-1 Preferred Stock and Series C-2 Preferred Stock, the “Series C PreferredStock”), with par value $0.0001 per share and stated value of $1,000 per share, issuable pursuant to the FinancingPurchase Agreements and assuming a conversion at a price per share equal to the Floor Price; and ●31,508,571 shares of Common Stock issuable upon the conversion of 11,028 shares (the “Series D Preferred Shares”and,collectively with the Series C Preferred Shares, the “Initial Preferred Shares”) of the Company’s newly designated SeriesD Convertible Preferred Stock (the “Series D Preferred Stock”and, together with the Series C Preferred Stock, the “InitialPreferred Stock”), with par value $0.0001 per share and stated value of $1,000 per share, which such shares of Series DPreferred Stock were issued or are issuable pursuant to (i) that certain securities purchase agreement (the “InitialAcquisition Purchase Agreement”), dated as of February 6, 2026, by and between the Company and SEG Jets SPV I LLC(“SEG Jets”), and (ii) that certain Stock Purchase Agreement (the “Subsequent Acquisition Purchase Agreement”and,together with the Initial Acquisition Purchase Agreement, the “Acquisition Purchase Agreements”; the AcquisitionPurchase Agreements, together with the Financing Purchase Agreements, the “Purchase Agreements”), dated as of March9, 2026, by and between the Company and Creatd, Inc. (“Creatd”), and assuming a conversion at a price per share equal tothe Floor Price. ●6,083,005 shares of Common Stock issuable upon the conversion of 9,489.488 shares of the Company’s Series JConvertible Preferred Stock (the “Series J Preferred Stock”), par value $0.0001 per share and stated value of $1,000 pershare, at an initial conversion price of $1.56 per share; and ●340,000 shares of Common Stock issuable upon the exercise of Series M Warrants to purchase Common Stock (the“Series M Warrants”) at an exercise price of $1.56 per share (subject to the Series M Stockholder Approval, as definedherein). The shares of Common Stock issuable upon the conversion of the Initial Preferred Shares are herein referred to as “ConversionShares.” The Conversion Shares and Common Shares (collectively, the “Securities”) were issued or will be issued in reliance upon theexemption from the registration requirements in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”)and Regulation D promulgated thereunder. We are registering the resale of the Securities covered by this prospectus as required by (i) that certain Registration RightsAgreement, dated February 6, 2026, by and among the Company, the Initial Purchasers and SEG Jets (the “Initial RegistrationRights Agreement”) and (ii) that certain Registration Rights Agreement, dated March 9, 2026, by and among the Company, theSubsequent Purchasers and Creatd (the “Subsequent Registration Rights Agreement” and, together with the In