Note 17 - Related Parties

3 Months Ended

Mar. 31, 2025

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

Note 17. Related Parties

Prior to the Merger, David A. Jenkins, the Company’s current Executive Chairman of the Board and Chief Executive Officer, and Old Catheter’s Chairman of the Board of Directors, and his affiliates held approximately $25.1 million of Old Catheter’s Convertible Promissory Notes, or the Notes, that were converted into 7,856.251 shares of Series X Convertible Preferred Stock in connection with the Merger (see Note 12, Preferred Stock). In consideration for forgiving the interest accrued but remaining unpaid under the Notes in an aggregate amount of approximately $13.9 million, Mr. Jenkins and his affiliates also received royalty rights equal to approximately 12% of the net sales, if any, of LockeT, commencing upon the first commercial sale and through December 31, 2035. The Company entered into an additional royalty agreement for the LockeT device with Auston Locke, who is the son of Robert Locke, VP of Product Development. Under this agreement, the Company will pay a 5% royalty rate on net sales up to $1 million in cumulative royalties. If a patent is obtained, the royalty rate will be 2% of net sales until the Company has paid a total of $10 million in cumulative royalties. Refer to Note 2, Summary of Significant Accounting Policies and Note 8, Royalties Payable for additional information over the royalties payable due to these related parties.

In addition to the shares described above that were issued in connection with the Notes, Mr. Jenkins and his affiliates received 1,325.838 shares of Series X Convertible Preferred Stock in the Merger, and Mr. Jenkins’ adult children received 1,284.344 shares of Series X Convertible Preferred Stock in the Merger, all in exchange for their equity interests in Old Catheter in accordance with the Merger exchange ratio. As of  March 31, 2025, a total of 9,239.285 shares of Series X Preferred Stock were held by these related parties.

Mr. Jenkins’ daughter, the Company’s non-executive Chief Operating Officer, received options to purchase 14,416 shares of the Company’s common stock upon the closing of the Merger in exchange for her options to purchase shares of Old Catheter common stock, converted based on the exchange ratio in the Merger. Of the total options to purchase 14,416 shares of the Company’s common stock, 14,081 options have an exercise price of $5.90 per share, and the remaining 335 options have an exercise price of $20.20 per share.

On May 1, 2024, Marie-Claude Jacques, the Company’s Chief Commercial Officer, received a non-plan option to purchase 25,000 shares of the Company’s common stock. The options have an exercise price of $5.321 per share, vest at 20% per year for 5 years and expire in May 2034.  On January 29, 2025, Ms. Jacques received an incentive stock option to purchase 250,000 shares of the Company's common stock.  The options have an exercise price of $0.42 per share, 25,000 options vest on the grant date and an additional 25,000 options vest annually for 4 years, 31,250 options vest quarterly upon achievement of quarterly sales targets during 2025 and expire in January 2035.

On January 6, 2025, Philip Anderson, the Company's Chief Financial Officer, received a non-plan option to purchase 500,000 shares of the Company's common stock.  The options have an exercise price of $0.53 per share, vest monthly over 36 months and expire in January 2035.

During the year ended December 31, 2024, the Company entered into various short-term promissory notes with various related parties (the “Related Party Notes”). These Related Party Notes had a maturity date of August 30, 2024 and interest rates of 8% per annum. On August 23, 2024, the Notes were amended to extend the maturity date to January 31, 2026 and increase the interest rate to 12% per annum effective August 31, 2024. See Note 7, Notes Payable for further information.

The related parties and the amounts owed to each related party are summarized in the following table as of  March 31, 2025 (in thousands):

Related Party	Issuance Date	Principal Amount		Interest Accrued
David Jenkins	5/30/2024	$	500	$	35
FatBoy Capital	6/25/2024	$	150	$	11
FatBoy Capital	7/1/2024	$	250	$	18
FatBoy Capital	7/18/2024	$	100	$	7
Jenkins Family Charitable Institute	7/25/2024	$	500	$	35

On September 3, 2024, the Jenkins Family Charitable Institute also invested approximately $500,000 in the Company’s public offering and received 265,000 shares of common stock; 235,000 pre funded warrants with an exercise price of $0.0001 and no expiration date; 500,000 Series H Warrants with an exercise price of $1.00 per share that expired on March 3, 2025; 500,000 Series I Warrants with an exercise price of $1.00 per share that expire on March 3, 2026; and 500,000 Series J Warrants with an exercise price of $1.00 per share that expire on September 3, 2029. 

On October 28, 2024, the Jenkins Family Charitable Institute exercised all 235,000 pre funded warrants and received 235,000 shares of common stock of the Company. On December 31, 2024, the Jenkins Family Charitable Institute distributed 450,000 Series J warrants to its trustee and two advisors, who are daughters of Mr. Jenkins.