vtak20260709_424b3.htm

424B3 1 vtak20260709_424b3.htm FORM 424B3 vtak20260709_424b3.htm

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-296946

PROSPECTUS

Catheter Precision, Inc.

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 consist of:

●

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 certain accredited 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”) of our newly designated Series C-1 Convertible Preferred Stock (the “Series C-1 Preferred Stock”), with a par value $0.0001 per share and stated value of $1,000 per share, issued or issuable pursuant to the Initial Financing Purchase Agreement and that certain securities purchase agreement (the “Subsequent Financing Purchase Agreement” and, together with the Initial Financing Purchase Agreement, the “Financing Purchase Agreements”), dated as of March 9, 2026, by and among the Company and certain accredited investors named therein (the “Subsequent Purchasers” and, together with the Initial Purchasers, 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”) of the Company’s newly designated Series C-2 Convertible Preferred Stock (the “Series C-2 Preferred Stock”), with par value $0.0001 per share and stated value of $1,000 per share, issued or issuable pursuant to the Financing Purchase Agreements 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 the Company’s preferred stock, expected to be designated as Series C-3 Convertible Preferred Stock (the “Series C-3 Preferred Stock” and, together with the Series C-1 Preferred Stock and Series C-2 Preferred Stock, the “Series C Preferred Stock”), with par value $0.0001 per share and stated value of $1,000 per share, issuable pursuant to the Financing Purchase 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 Series D Convertible Preferred Stock (the “Series D Preferred Stock” and, together with the Series C Preferred Stock, the “Initial Preferred Stock”), with par value $0.0001 per share and stated value of $1,000 per share, which such shares of Series D Preferred Stock were issued or are issuable pursuant to (i) that certain securities purchase agreement (the “Initial Acquisition 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 Acquisition Purchase Agreements, together with the Financing Purchase Agreements, the “Purchase Agreements”), dated as of March 9, 2026, by and between the Company and Creatd, Inc. (“Creatd”), and assuming a conversion at a price per share equal to the Floor Price.

●

6,083,005 shares of Common Stock issuable upon the conversion of 9,489.488 shares of the Company’s Series J Convertible Preferred Stock (the “Series J Preferred Stock”), par value $0.0001 per share and stated value of $1,000 per share, 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 defined herein).

The shares of Common Stock issuable upon the conversion of the Initial Preferred Shares are herein referred to as “Conversion Shares.”

The Conversion Shares and Common Shares (collectively, the “Securities”) were issued or will be issued in reliance upon the exemption 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 Rights Agreement, dated February 6, 2026, by and among the Company, the Initial Purchasers and SEG Jets (the “Initial Registration Rights Agreement”) and (ii) that certain Registration Rights Agreement, dated March 9, 2026, by and among the Company, the Subsequent Purchasers and Creatd (the “Subsequent Registration Rights Agreement” and, together with the Initial Registration Rights Agreement, the “Registration Rights Agreements”).

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
THE OFFERING	11
RISK FACTORS	12
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	16
USE OF PROCEEDS	16
SELLING STOCKHOLDERS	16
PLAN OF DISTRIBUTION	23
LEGAL MATTERS	25
EXPERTS	25
WHERE YOU CAN FIND MORE INFORMATION	25
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	26

Common Stock to be Offered by the Selling Stockholders	68,067,042 shares of Common Stock, consisting of (i) 392,608 Common Shares, (ii) 9,914,286 shares of Common Stock issuable upon the conversion of the Series C-1 Preferred Shares, (iii) 9,914,286 shares of Common Stock issuable upon the conversion of the Series C-2 Preferred Shares, (iv) 9,914,286 shares of Common Stock issuable upon the conversion of the Series C-3 Preferred Shares, (v) 31,508,571 shares of Common Stock issuable upon the conversion of the Series D Preferred Shares, (vi) 6,083,005 shares of Common Stock issuable upon the conversion of the Series J Preferred Shares, and (vii) 340,000 shares of Common Stock issuable upon the exercise of the Series M Warrants. The terms of the Registration Rights Agreements require us to register the number of shares of Common Stock equal to the sum of 100% of (i) the Common Shares, and (ii) the maximum number of Conversion Shares issuable upon conversion of the Series D Preferred Shares, the Series C-1 Preferred Shares, the Series C-2 Preferred Shares and Series C-3 Preferred Shares (assuming for purposes hereof that (a) such shares are convertible at the Floor Price and (b) any such conversion shall not take into account any limitations on the conversion of the such Preferred Shares set forth in the applicable Certificate of Designations or the Series C-1 Certificate of Designations), by filing a resale registration statement no later than 30 days following the First Closing Date, and to use best efforts to have the registration statement declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement).

Use of Proceeds	We will not receive any proceeds from the sale of the Securities by the selling stockholders.

Plan of Distribution	The selling stockholders named in this prospectus, or their pledgees, donees, transferees, distributees, beneficiaries or other successors-in-interest, may offer or sell the shares of Common Stock from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholders may also resell the shares of Common Stock to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. See “Plan of Distribution” beginning on page 23 of this prospectus for additional information on the methods of sale that may be used by the selling stockholders.

NYSE American Symbol	Our Common Stock is listed on the NYSE American under the symbol “VTAK.”

Risk Factors	Investing in our Common Stock involves significant risks. See “Risk Factors” beginning on page 12 of this prospectus and the documents incorporated by reference in this prospectus.

Name of Selling Stockholder	Number of Shares of Common Stock Beneficially Owned Prior to Offering (1)		Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus		Number of shares of Common Stock Owned After Offering		Percentage of Common Stock Owned After Offering
Iroquois Capital Investment Group, LLC (2)		565,713		565,713		-		-	%
Iroquois Master Fund Ltd. (2)		428,571		428,571		-		-	%
Jason Adelman (3)		617,142		617,142		-		-	%
Robert Forster (4)		4,431,429		4,431,429		-		-	%
Anson Investments Master Fund LP (5)		3,865,713		3,865,713		-		-	%
SEG Jets SPV I LLC (6)		27,685,713		27,685,713		-		-	%
Jonathan Schechter (7)		39,260		39,260		-		-	%
Joseph Reda (8)		176,674		176,674		-		-	%
Gregory Castaldo (9)		176,674		176,674		-		-	%
Anson East Master Fund, LP (10)		1,285,713		1,285,713		-		-	%
C/M Capital Master Fund LP (11)		1,431,429		1,431,429		-		-	%
WVP Emerging Manager Onshore Fund, LLC – Structured Small Cap Lending Series (12)		1,431,429		1,431,429		-		-	%
Sixth Borough Capital Fund LP (13)		1,860,000		1,860,000		-		-	%
Leonite Fund 1 LP (14)		925,713		925,713		-		-	%
Unicorn Capital Partners, LLC (15)		214,287		214,287		-		-	%
Creatd, Inc. (16)		16,508,571		16,508,571		-		-	%
David A. Jenkins (17)		1,780,897		1,766,982		13,909		*	%
FatBoy Capital, LP (18)		4,690,602		4,656,023		34,579		*	%