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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Catheter Precision, Inc. (Name of Issuer) |
Common Stock, $0.0001 Par Value (Title of Class of Securities) |
74933X609 (CUSIP Number) |
B. Joseph Alley, Jr. Arnall Golden Gregory LLP, 171 17th Street NW, Suite 2100 Atlanta, GA, 30363 (404) 473-8500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/29/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 74933X609 |
| 1 |
Name of reporting person
JENKINS DAVID A | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
194,182.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* Sole voting and dispositive power shares include 90,000 shares subject to currently exercisable options. Does not include 360,000 shares that are subject to options that are not exercisable within the next sixty days.
** Shared voting and dispositive power shares include (i) 226 shares held by a charitable remainder unitrust of which Mr. Jenkins' wife is the trustee; and (ii) 70,970 shares held by a partnership of which Mr. Jenkins is the manager member of the managing partner. Excludes 23,532 shares beneficially owned by certain adult immediate family members of Mr. Jenkins. Does not include 676,360 shares beneficially owned by the Jenkins Family Charitable Institute (the "Institute"), the trustee of which is Mr. Jenkins' adult daughter, or 873,866 shares subject to outstanding warrants held by the Institute that are not currently exercisable due to beneficial ownership blockers. Does not include 8171.57 shares of Series X Preferred Stock held by Mr. Jenkins and his affiliates and associates which are convertible into 817,157 shares of common stock but which are subject to certain beneficial ownership blockers and which may not currently be converted. Also does not include 1,067.715 shares of Series X Preferred Stock beneficially owned, in the aggregate, by certain adult immediate family members of Mr. Jenkins and which are convertible into 106,771 shares of common stock, but which are subject to certain beneficial ownership blockers and which may not currently be converted. Also does not include exercisable options to purchase 24,416 shares of common stock and unvested options to purchase 42,500 shares of common stock held by Missiaen Huck, the non-executive chief operating officer of Catheter and Mr. Jenkins' adult daughter, and 150,000 shares subject to currently exercisable Series J Warrants held by Casey A. Jenkins, Mr. Jenkins' adult daughter.
SCHEDULE 13D
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| CUSIP No. | 74933X609 |
| 1 |
Name of reporting person
FatBoy Capital, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
70,970.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 74933X609 |
| 1 |
Name of reporting person
SeaCap Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
WYOMING
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
70,970.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
* Includes 70,970 shares of Company Common Stock held by Fatboy Capital, L.P., a Delaware limited partnership. SeaCap Management LLC is the general partner of Fatboy Capital, L.P.
SCHEDULE 13D
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| CUSIP No. | 74933X609 |
| 1 |
Name of reporting person
Linda Jenkins Charitable Remainder Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LOUISIANA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
226.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 74933X609 |
| 1 |
Name of reporting person
Dalin Class Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LOUISIANA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
70,970.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
* Includes 70,970 shares of Company Common Stock held by Fatboy Capital, L.P., a Delaware limited partnership. Dalin Class Trust is a general partner of Fatboy Capital, L.P.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 Par Value | |
| (b) | Name of Issuer:
Catheter Precision, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1670 HIGHWAY 160 WEST, 1670 HIGHWAY 160 WEST, FORT MILL,
SOUTH CAROLINA
, 29708. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D relates to the common stock, $0.0001 par value per share (the "Common Stock"), of Catheter Precision, Inc., a Delaware corporation (the "Company"). The original Schedule 13D was filed on March 29, 2023 and amended on January 16, 2024. (as amended, the "Initial Schedule 13D"). The Initial Schedule 13D is incorporated by reference herein. The principal executive office of the Company is located at:
1670 Highway 160 West
Suite 205
Fort Mill, SC 29708 | ||
| Item 2. | Identity and Background | |
| (a) | 1. David Jenkins is a reporting person filing this statement.
2. Fatboy Capital, L.P. is a reporting person filing this statement. It is a Delaware limited partnership, and its principal business address is 9611 North US Hwy 1, Box 390, Sebastian FL 32958. Its principal business is to serve as a private investment holding company.
3. The Linda Jenkins Charitable Remainder Trust is a reporting person filing this statement. It is a Louisiana charitable remainder trust, and its principal business address is PO Box 682838, Park City UT 84068-2838. Its principal business is to serve as a charitable trust and to facilitate estate planning.
4. SeaCap Management LLC is a reporting person filing this statement. It is a Wyoming limited liability company, and its principal business address is 9611 North US Hwy 1, Box 390, Sebastian FL 32958. Its principal business is to serve as a family investment manager.
5. Linda Jenkins is the trustee of the Linda Jenkins Charitable Remainder Trust., which is a reporting person filing this statement.
6. Dalin Class Trust is a person filing this statement. David Jenkins is the sole trustee of Dalin Class Trust. Its principal business address is 9611 North US Hwy 1, Box 390, Sebastian FL 32958. It is a family trust. | |
| (b) | 1. c/o of Catheter Precision, Inc., 1670 Highway 160 West, Suite 205, Fort Mill, SC 29708.
2. Fatboy Capital, L.P. is a reporting person filing this statement. It is a Delaware limited partnership, and its principal business address is 9611 North US Hwy 1, Box 390, Sebastian FL 32958. Its principal business is to serve as a private investment holding company.
3. The Linda Jenkins Charitable Remainder Trust is a reporting person filing this statement. It is a Louisiana charitable remainder trust, and its principal business address is PO Box 682838, Park City UT 84068-2838. Its principal business is to serve as a charitable trust and to facilitate estate planning.
4. SeaCap Management LLC is a reporting person filing this statement. It is a Wyoming limited liability company, and its principal business address is 9611 North US Hwy 1, Box 390, Sebastian FL 32958. Its principal business is to serve as a family investment manager.
5. PO Box 682838, Park City UT 84068-2838.
6. Dalin Class Trust is a person filing this statement. David Jenkins is the sole trustee of Dalin Class Trust. Its principal business address is 9611 North US Hwy 1, Box 390, Sebastian FL 32958. It is a family trust. | |
| (c) | 1. Executive Chairman of the Board and Chief Executive Officer of the Company, engaged in the design, manufacture and sale of new and innovative medical technologies focused in the field of cardiac electrophysiology, the business address of which is 1670 Highway 160 West, Suite 205, Fort Mill, SC 29708.
2. Fatboy Capital, L.P. is a reporting person filing this statement. It is a Delaware limited partnership, and its principal business address is 9611 North US Hwy 1, Box 390, Sebastian FL 32958. Its principal business is to serve as a private investment holding company.
3. The Linda Jenkins Charitable Remainder Trust is a reporting person filing this statement. It is a Louisiana charitable remainder trust, and its principal business address is PO Box 682838, Park City UT 84068-2838. Its principal business is to serve as a charitable trust and to facility estate planning.
4. SeaCap Management LLC is a reporting person filing this statement. It is a Wyoming limited liability company, and its principal business address is 9611 North US Hwy 1, Box 390, Sebastian FL 32958. Its principal business is to serve as a family investment manager.
5. Retired.
6. Dalin Class Trust is a person filing this statement. David Jenkins is the sole trustee of Dalin Class Trust. Its principal business address is 9611 North US Hwy 1, Box 390, Sebastian FL 32958. It is a family trust. | |
| (d) | None. | |
| (e) | None. | |
| (f) | 1. United States.
5. United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
See the Initial Schedule 13D for historical information.
Item 4 below is incorporated by reference herein. The source of funds for all proposed purchases described in Item 4 below is cash on hand or working capital. The amount of funds used will depend on the trading price and volume of Company common stock and the amount of shares ultimately purchased. None of the funds used to make any purchases are or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting Company common stock. On January 29, 2025, the Compensation Committee of the Board of Directors of the Company granted David Jenkins options to purchase an aggregate of up to 450,000 shares of Company common stock at an exercise price of $0.42 per share. The options have a term of ten years and vest according to the following schedule:
- 90,000 shares vested on January 29, 2025
- 120,000 shares vest on January 29, 2026
- 120,000 shares vest on January 29, 2027, and
- 120,000 shares vest on January 29, 2028.
Options granted to David Jenkins were in consideration of past services and to incentivize future performance. | ||
| Item 4. | Purpose of Transaction | |
See the Initial Schedule 13D for historical information.
All acquisitions described above are expected to be for investment purposes. The reporting persons and other persons listed in Item 2 may make additional open market or other purchases or sales or engage in estate planning or other transactions in Company common stock, from time to time.
Except as noted above and below in this Item 4, the reporting persons and the other persons listed in Item 2 have no present intent to take any action that would result in:
(a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any subsidiary thereof;
(c) a sale or transfer of a material amount of assets of the Company or any subsidiary thereof;
(d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of the Company;
(f) any other material change in the Company's business or corporate structure;
(g) any changes in the Company's charter, bylaws, or instruments corresponding thereto, or other actions which may impede the acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
Notwithstanding the foregoing, Mr. Jenkins exercises control over the Company to the extent that he is a director and executive officer of the Company, and may consider various transactions that are in the best interests of the Company from time to time, including transactions of the types described above, and the reporting persons and the other persons listed in Item 2 will continue to review their investment in the Company, and reserve the right to change their intentions with respect to any or all of such matters. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See the cover pages to this Amendment.
Ms. Linda Jenkins beneficially owns 2,264 shares of Company common stock as a result of her position as the sole trustee of the Linda Jenkins Charitable Remainder Trust. | |
| (b) | See the cover pages to this Amendment.
Ms. Linda Jenkins beneficially owns 2,264 shares of Company common stock as a result of her position as the sole trustee of the Linda Jenkins Charitable Remainder Trust. | |
| (c) | There were no transactions in Company common stock effected by the reporting persons or the other persons listed in Item 2 within 60 days of the date hereof. See the Initial Schedule 13D for historical information. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
See the Initial Schedule 13D for historical information. The options granted to Mr. Jenkins on January 29, 2025 were granted under the Company's 2023 Equity Incentive Plan pursuant to an Incentive Stock Option Grant Agreement | ||
| Item 7. | Material to be Filed as Exhibits. | |
10.1 2023 Equity Stock Incentive Plan (incorporated by reference to Annex C to the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 11, 2024)
https://www.sec.gov/Archives/edgar/data/1716621/000165495424014876/rmed_def14a.htm
10.2 Incentive Stock Option Agreement dated January 29, 2025
99 Agreement of filing persons relating to filing of joint statement per Rule 13d-1(k).
See the Initial Schedule 13D for historical information. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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