M&A - Catheter Precision, Inc.
Form Type: 8-K
Filing Date: 2025-05-08
Corporate Action: Acquisition
Type: New
Accession Number: 000143774925015488
Filing Summary: On May 5, 2025, Catheter Precision, Inc. completed the acquisition of certain assets from Cardionomic, Inc. through its subsidiary, Cardionomix, Inc. This includes patents and trademarks related to a late-stage treatment for acute decompensated heart failure. The acquisition was executed via an asset purchase agreement, which was finalized after the formation of Cardionomix in February 2025. The Company issued 1,000,000 restricted shares of common stock as part of the consideration and entered into a promissory note for $1.5 million to be repaid by May 5, 2028. This transaction positions Cardionomix as a majority-owned entity by Catheter Precision, despite future potential dilutions due to planned financing efforts. Additionally, this acquisition could face several risks, including the success of trials, market acceptance, and the ability to secure financing for development.
Additional details:
Acquisition Date: 2025-05-05
Asset Purchase Agreement Date: 2025-04-18
Promissory Note Amount: 1.5 million
Interest Rate On Note: 4%
Form Type: 10-K/A
Filing Date: 2025-04-30
Corporate Action: Acquisition
Type: Update
Accession Number: 000143774925013856
Filing Summary: This document represents Amendment No. 1 to the Annual Report on Form 10-K for Catheter Precision, Inc. for the fiscal year ended December 31, 2024, filed with the SEC. The amendment updates Part III, Item 13, to include previously omitted information concerning related parties and transactions. The Company has pursued an acquisition of assets from Cardionomic, Inc. and formed a subsidiary, Cardionomix, to facilitate this. The terms of the asset purchase include the issuance of 1,000,000 shares of restricted common stock and a promissory note worth $1.5 million with a three-year maturity. The Company also anticipates the need for further funds for the development of the acquired assets. Other highlights include financial disclosures regarding significant transactions, director independence, and amendments to various notes with related parties.
Additional details:
Related Person Transactions: Transactions since January 1, 2023, involving executive officers or directors that exceeded $120,000, were conducted on favorable terms.
Employment Agreements: No written agreements exist for executive officers; an oral agreement was made with a COO.
Merger Details: Merger with Old Catheter included converting convertible notes into shares.
Warrant Offers: Including a series of offers and inducements to exercise existing warrants in 2023 and 2024.
Private Placement Details: Private placement entered into with Armistice for approximately $8.0 million.
Public Offering Details: Public offering in September 2024 generated $3.6 million.
Acquisition Details: Asset purchase agreement with Cardionomic involved issuing new shares and a promissory note.
Indemnification: Agreements exist for indemnifying officers and directors under Delaware law.
Director Independence: Independence reviews conducted in 2024 with determinations of independent status for directors.
Form Type: 8-K
Filing Date: 2025-04-23
Corporate Action: Acquisition
Type: New
Accession Number: 000143774925012731
Filing Summary: On April 22, 2025, Catheter Precision, Inc. entered into an asset purchase agreement with Cardionomic (assignment for the benefit of creditors), LLC, for the acquisition of assets from Cardionomic, Inc. The assets related to a late-stage treatment in development for acute decompensated heart failure, consisting of patents and trademarks associated with the Cardiac Pulmonary Nerve Simulation (CNPS) System. As part of the agreement, Catheter Precision will issue 1,000,000 restricted shares of common stock as consideration and provide a promissory note of $1.5 million, accruing interest at 4% per annum. The closing is subject to specific conditions and must occur by July 21, 2025. The acquired assets will be obtained on an 'AS IS' basis with no representations or warranties from the seller. Following the acquisition, Cardionomix will have limited assets and will require additional funding for further development of the assets.
Additional details:
Asset Purchase Agreement Date: 2025-04-22
Purchase Price: 1,000,000 shares and $1.5 million note
Note Interest Rate: 4%
Closing Deadline: 2025-07-21
Seller Name: Cardionomic (assignment for the benefit of creditors), LLC
Acquired Assets: patents and trademarks related to CNPS System
Form Type: 8-K
Filing Date: 2025-04-16
Corporate Action: Acquisition
Type: New
Accession Number: 000143774925012172
Filing Summary: On April 16, 2025, Catheter Precision, Inc. reported the formation of a subsidiary, Cardionomix, Inc., aimed at potentially acquiring certain assets of Cardionomic, Inc., a company that has ceased operations. The formation of Cardionomix involved the issuance of 82% of its common stock to Catheter Precision, with the remaining shares distributed to key individuals connected to the company. Currently, negotiations are underway for an asset purchase agreement where Cardionomix would acquire intellectual property related to Cardionomic's late-stage treatment development for acute decompensated heart failure. The proposed transaction includes the issuance of 1,000,000 restricted shares of common stock and a promissory note for $1.5 million with a 3-year maturity. The acquisition plan emphasizes that Cardionomix would require additional funding for the development of the acquired assets, which introduces potential dilution of Catheter Precision's ownership interest. There is no guarantee that the acquisition will be completed, and various risks, including fundraising challenges and regulatory delays, were outlined. The anticipated closing of the acquisition is expected to occur in the first half of the second quarter of 2025, pending successful negotiations and agreement execution.
Additional details:
Asset Purchase Agreement: In negotiation for assets related to the Cardiac Pulmonary Nerve Simulation System.
Acquisition Terms: {"share_consideration":"1,000,000 restricted shares of common stock","promissory_note":{"amount":"$1.5 million","interest_rate":"4%","maturity":"3 years"}}
Company Structure: Cardionomix, Inc. formed as a subsidiary for the acquisition.
Equity Distribution: 82% to Catheter Precision, 5% to CEO David Jenkins, 7% to FatBoy Capital L.P., 6% to business associates.
Purchase Assets Description: Patents and trademarks related to cardiac treatment.
Financing Needs: Cardionomix needs to raise funds for asset development post-acquisition.
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