As filed with the Securities and Exchange Commission on June 26, 2024
Registration No. 333-279930
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Catheter Precision, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware |
| 3841 |
| 38-3661826 |
(State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
| (I.R.S. Employer Identification Number) |
1670 Highway 160 West, Suite 205
Fort Mill, SC 29708
973-691-2000
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
David Jenkins
Executive Chairman of the Board
and Chief Executive Officer
Catheter Precision, Inc.
1670 Highway 160 West, Suite 205
Fort Mill, SC 29708
973-691-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
B. Joseph Alley, Jr., Esq. Arnall Golden Gregory LLP Suite 2100 171 17th Street NW Atlanta, Georgia 30363-1031 (404) 873-8500 |
| Ivan K. Blumenthal, Esq. Daniel Bagliebter, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 919 Third Avenue New York, New York 10022 (212) 935-3000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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 ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 2 (this “Amendment”) to the Registration Statement on Form S-1 of Catheter Precision, Inc. (File No. 333-279930) (the “Registration Statement”) is being filed solely for the purpose of filing certain exhibits as indicated in Part II, Item 16 of this Amendment. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16, the signature pages to this Amendment and the filed exhibits. Part I, consisting of the preliminary prospectus, and the balance of Part II of the Registration Statement are unchanged and have been omitted from this Amendment.
2 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) The following exhibits are filed as part of this registration statement.
EXHIBIT INDEX
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| Incorporated by Reference | ||||||
Exhibit Number |
| Description |
| Form |
| File No. |
| Exhibit |
| Filing Date |
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| 8-K |
| 001-38677 |
| 2.1 |
| 1/13/2023 | ||
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| Amended and Restated Certificate of Incorporation of the Registrant. |
| 8-K |
| 001-38677 |
| 3.1 |
| 10/1/2018 | |
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| Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. |
| 8-K |
| 001-38677 |
| 3.1 |
| 11/17/2020 | |
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| Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. |
| 8-K |
| 001-38677 |
| 3.1 |
| 9/20/2022 | |
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| Certificate of Designation of Series X Convertible Preferred Stock. |
| 8-K |
| 001-38677 |
| 3.1 |
| 1/13/2023 | |
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| 8-K |
| 001-38677 |
| 3.2 |
| 1/13/2023 | ||
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| 8-K |
| 001-38677 |
| 3.1 |
| 8/4/2023 | ||
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| 8-K |
| 001-38677 |
| 3.2 |
| 10/1/2018 | ||
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| 8-K |
| 001-38677 |
| 3.1 |
| 8/17/2022 | ||
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4.1 |
| [omitted] |
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4.2 |
| [omitted] |
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3 |
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| 8-K |
| 001-38677 |
| 4.1 |
| 5/22/2020 | ||
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| 8-K |
| 001-38677 |
| 4.2 |
| 5/22/2020 | ||
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| 8-K |
| 001-38677 |
| 4.3 |
| 5/22/2020 | ||
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| S-1 |
| 333-239887 |
| 4.3 |
| 7/16/2020 | ||
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| S-1 |
| 333-239887 |
| 4.4 |
| 7/16/2020 | ||
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| S-1 |
| 333-239887 |
| 4.5 |
| 7/16/2020 | ||
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4.9 |
| [omitted.] |
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| S-1/A |
| 333-262195 |
| 4.9 |
| 2/3/2022 | ||
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| 8-K |
| 001-38677 |
| 4.1 |
| 7/22/2022 | ||
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| 8-K |
| 001-38677 |
| 4.4 |
| 2/9/2022 | ||
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| 10-Q |
| 001-38677 |
| 4.7 |
| 8/15/2022 | ||
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| 8-K |
| 001-38677 |
| 4.1 |
| 1/13/2023 | ||
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| 8-K |
| 001-38677 |
| 4.2 |
| 1/13/2023 |
4 |
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| 8-K |
| 001-38677 |
| 4.3 |
| 1/13/2023 | ||
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10.1 |
| [omitted.] |
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| 2018 Form of Indemnification Agreement between the Registrant and directors and executive officers. |
| S-1 |
| 333-226191 |
| 10.2 |
| 8/24/2018 | |
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| Ra Medical Systems, Inc. 2018 Stock Compensation Plan and Forms of Award Agreement thereunder. |
| S-1 |
| 333-226191 |
| 10.3 |
| 7/16/2018 | |
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| 8-K |
| 001-38677 |
| 99.1 |
| 10/13/2020 | ||
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10.5 |
| [omitted.] |
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10.6 |
| [omitted.] |
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10.7 |
| [omitted.] |
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10.8 |
| [omitted] |
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10.9 |
| [omitted.] |
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| 8-K |
| 001-38677 |
| 10.11 |
| 4/16/2020 |
5 |
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| 8-K |
| 001-38677 |
| 10.6 |
| 1/13/2023 | ||
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| 8-K |
| 001-38677 |
| 10.1 |
| 1/19/2023 | ||
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| S-1 |
| 333-237701 |
| 10.15 |
| 4/16/2020 | ||
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10.12 |
| [omitted.] |
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10.13 |
| [omitted.] |
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10.14 |
| [omitted.] |
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| 10-K |
| 001-38677 |
| 10.19 |
| 3/17/2021 | ||
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| 10-K |
| 001-38677 |
| 10.20 |
| 3/17/2021 | ||
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| Notice of Suspension of Corporate Integrity Agreement, dated January 11, 2023. |
| 10-K |
| 001-38677 |
| 10.16.1 |
| 3/28/2023 | |
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10.17 |
| [omitted.] |
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6 |
10.18 |
| [omitted.] |
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10.19 |
| [omitted.] |
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10.20 |
| [omitted.] |
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10.21 |
| [omitted.] |
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10.22 |
| [omitted.] |
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| 8-K |
| 001-38677 |
| 10.1 |
| 7/22/2022 | ||
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| 8-K |
| 001-38677 |
| 10.4 |
| 1/13/2023 | ||
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| 8-K |
| 001-38677 |
| 3.2 |
| 1/13/2023 | |
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| - Ex. B to January 2023 SPA (form of Registration Rights Agreement). |
| 8-K |
| 001-38677 |
| 10.5 |
| 1/13/2023 |
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| 8-K |
| 001-38677 |
| 4.2 |
| 1/13/2023 | |
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| 8-K |
| 001-38677 |
| 4.3 |
| 1/13/2023 | |
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| 8-K |
| 001-38677 |
| 10.5 |
| 1/13/2023 | ||
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| 8-K |
| 001-38677 |
| 10.3 |
| 1/13/2023 | ||
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| 10-K |
| 001-38677 |
| 10.27.1 |
| 3/28/2023 |
7 |
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| 10-K |
| 001-38677 |
| 10.27.2 |
| 3/28/2023 | ||
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| 10-K |
| 001-38677 |
| 10.27.3 |
| 3/28/2023 | ||
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| 10-K |
| 001-38677 |
| 10.28 |
| 3/28/2023 | ||
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10.28.2^ |
| Assignment and Agreement from Auston Locke in relation to LockeT dated July 15, 2022 |
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10.28.3^ |
| Assignment and Agreement from David A. Jenkins in relation to LockeT dated January 24, 2023 |
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| 8-K |
| 001-38677 |
| 10.1 |
| 6/3/2024 | ||
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| 10-K |
| 001-38677 |
| 10.29 |
| 3/28/2023 | ||
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| Extension Agreement dated January 11, 2022 to the Stereotaxis Marketing Agreement. |
| 10-K |
| 001-38677 |
| 10.29.1 |
| 3/28/2023 | |
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| Addendum One dated May 27, 2022 to the Stereotaxis Marketing Agreement. |
| 10-K |
| 001-38677 |
| 10.29.2 |
| 3/28/2023 | |
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| 10-K |
| 001-38677 |
| 10.30.1 |
| 3/28/2023 | ||
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| Consulting Agreement dated February 1, 2018, with Patricia Kennedy. |
| 10-K |
| 001-38677 |
| 10.31 |
| 3/28/2023 |
8 |
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| 10-K |
| 001-38677 |
| 10.31.1 |
| 3/28/2023 | ||
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| DEF 14A |
| 001-38677 |
| Annex C |
| 05/25/2023 | ||
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| 10-K |
| 001-38677 |
| 10.31.3 |
| 04/01/2024 | ||
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| 2023 Form of Nonstatutory Stock Option Agreement Under 2023 Equity Incentive Plan |
| 10-K |
| 001-38677 |
| 10.31.4 |
| 04/01/2024 | |
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| 2023 Form of Incentive Stock Option Agreement Under 2023 Equity Incentive Plan |
| 10-K |
| 001-38677 |
| 10.31.5 |
| 04/01/2024 | |
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| 10-K |
| 001-38677 |
| 10.31.6 |
| 04/01/2024 | ||
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10.31.7^+ |
| Non-plan Stock Option Award granted May 1, 2024, to Marie-Claude Jacques |
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| Software and Technology License Agreement dated May 1, 2016, with Peacs BV. |
| 10-K |
| 001-38677 |
| 10.32 |
| 3/28/2023 | |
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| Settlement and Amendment Agreement dated May 24, 2021 with Peacs BV. |
| 10-K |
| 001-38677 |
| 10.32.1 |
| 3/28/2023 | |
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| 8-K |
| 001-38677 |
| 10.2 |
| 6/3/2024 | ||
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10.34^ |
| Quality Agreement with Zien Medical Technologies, Inc. related to LockeT Manufacture, dated March 20, 2023 |
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| 8-K |
| 001-38677 |
| 16.1 |
| 6/26/2023 |
9 |
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| 10-K |
| 001-38677 |
| 21.1 |
| 3/28/2023 | ||
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23.1^ |
| Consent of Withum Smith+Brown, PC, Independent Registered Public Accounting Firm. |
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23.2^ |
| Consent of Haskell & White LLP, Independent Registered Public Accounting Firm. |
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23.3*** |
| Consent of Arnall Golden Gregory LLP (included in Exhibit 5.1) |
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23.4^ |
| Consent of Director Nominee |
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24.1^ |
| Power of Attorney (contained on signature page to this Registration Statement). |
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107^ |
| Filing Fee Table |
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** | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. |
*** | Filed herewith. |
+ | Indicates a management contract or compensatory plan. |
^ | Previously filed |
(b) There are no financial statement schedules provided because the information called for is either not required or is shown either in the financial statements or the notes thereto.
10 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Park City, State of Utah, on June 26, 2024.
| CATHETER PRECISION, INC. |
| |
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| By: | /s/ David A. Jenkins |
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| David A. Jenkins |
| |
| Executive Chairman of the Board and Chief Executive Officer |
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
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|
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/s/ David A. Jenkins |
|
|
| June 26, 2024 |
David A. Jenkins |
| Director, Executive Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Margrit Thomassen |
|
|
| June 26, 2024 |
Margrit Thomassen |
| Interim Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) |
|
|
* |
|
|
|
|
James J. Caruso |
| Director |
| June 26, 2024 |
|
|
|
|
|
* |
|
|
| June 26, 2024 |
Martin Colombatto |
| Director |
|
|
|
|
|
|
|
* |
|
|
| June 26, 2024 |
John P. Francis |
| Director |
|
|
*By: | /s/ David A. Jenkins |
|
| David A. Jenkins |
|
| Attorney-in-fact |
|
11 |