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.
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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.
Consent of Withum Smith+Brown, PC, Independent Registered Public Accounting Firm.
23.2^
Consent of Haskell & White LLP, Independent Registered Public Accounting Firm.
23.3***
Consent of Arnall Golden Gregory LLP (included in Exhibit 5.1)
23.4^
Consent of Director Nominee
24.1^
Power of Attorney (contained on signature page to this Registration Statement).
107^
Filing Fee Table
**
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.
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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.
By:
/s/ David A. Jenkins
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
/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
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