S-1MEF

 As filed with the Securities and Exchange Commission on August 30, 2024

Registration No. 333- 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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. ☒ 333-279930 

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 Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended. 

EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed by Catheter Precision, Inc., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-279930), initially filed by the Registrant on June 4, 2024 and declared effective, as amended, by the Securities and Exchange Commission on August 29, 2024 (the “Prior Registration Statement”).

This Registration Statement covers the registration of (i) up to $138,000 of common stock units (the “Common Stock Units”), with each Common Stock Unit consisting of one share of Registrant common stock, par value $0.0001, one warrant (a “Series H Warrant”) to purchase one share of common stock (the “Series H Warrant Shares”) that expires on the sixmonth anniversary of the date of issuance, one warrant (a “Series I Warrant”) to purchase one share of common stock (the “Series I Warrant Shares”) that expires on the eighteen month anniversary of the date of issuance, and one warrant (a “Series J Warrant”) to purchase one share of common stock (the “Series J Warrant Shares”) that expires on the five year anniversary of the date of issuance (a “Series J Warrant”), (ii) up to $138,000 of pre-funded units (the “PFW Units”), with each PFW Unit consisting of one pre-funded warrant to purchase one share of common stock at an exercise price of $0.0001 per share with no expiration date, one Series H Warrant, one Series I Warrant, and one Series J Warrant, and (iii) $12,834 of underwriters’ warrants to purchase shares of Common Stock of the Company. PFW Units sold will reduce Common Stock Units sold on a one for one basis. The required opinions of counsel and related consents and accountants’ consents are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Filing Fee Table exhibit contained in the Prior Registration Statement.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-279930) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Arnall Golden Gregory LLP
23.1	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 on Exhibit 5.1)
24.1**	Power of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-279930) initially filed with the Commission on June 4, 2024 and incorporated by reference herein)
107	Filing Fee Table.

** previously filed

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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 August 30, 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		August 30, 2024
David A. Jenkins	Director, Executive Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
/s/ Margrit Thomassen		August 30, 2024
Margrit Thomassen	Interim Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)
*		August 30, 2024
James J. Caruso	Director
*		August 30, 2024
Martin Colombatto	Director

*By:	/s/ David A. Jenkins
	David A. Jenkins
	Attorney-in-fact

/s/ Andrew Arno
Andrew Arno	Director	August 30, 2024

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EX-5.1

EXHIBIT 5.1

	171 17th Street NW Suite 2100 Atlanta, GA 30363 Direct Phone: 404.873.8500 Facsimile: 404.873.8501

August 30, 2024

Catheter Precision, Inc.

1670 Highway 160 West, Suite 205

Fort Mill, South Carolina

Ladies and Gentlemen:

We have acted as counsel to Catheter Precision, Inc., a Delaware corporation (the “Company”) in connection with a registration statement on Form S-1 (the “462(b) Registration Statement”) for the purpose of registering with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), the sale by the Company of:

(1)

$138,000 of (a) common stock units (the “Common Stock Units”), each Common Stock Unit consisting of: (i) one share of the Company’s voting common stock (“common stock,” such common stock when issued as part of Units, “Unit Shares”), (ii) one Series H warrant to purchase one share of the Company’s common stock (the “Series H Warrant”), (iii) one Series I warrant to purchase one share of common stock, and (iv) one Series J warrant to purchase one share of the Company’s common stock (the “Series J Warrant,” and together with the Series H Warrant and Series I Warrant, the “Common Warrants”) and/or (b) pre-funded units (the “PFW Units” and together with the Common Stock Units, the “Units”), with each PFW Unit consisting of (A): one pre-funded warrant to purchase one share of common stock (the “Pre-Funded Warrant”), (B) one Series H Warrant, (C) one Series I Warrant, and (D) one Series J Warrant; and

(2)

underwriter warrants to purchase a number of shares of common stock equal to 6% of the aggregate number of Common Stock Units and PFW Units (including any sold as a result of the exercise of the underwriters’ over-allotment option) (the “Underwriter Warrant”), which will have a term of 5 years and an exercise price equal to 155% of the public offering price.

For each PFW Unit sold, the number of Common Stock Units sold will be decreased on a one-for-one basis. The Common Warrants, Pre-Funded Warrants and Underwriter Warrants are collectively referred to herein as the “Warrants” and the shares of common stock issuable upon exercise of the Warrants are referred to herein as the “Warrant Shares.”  The 462(b) Registration Statement relates to the Company’s Registration Statement on Form S-1, as amended (File No. 333-279930) initially filed by the Company with the Commission on June 4, 2024 (as amended, the “Registration Statement”) and declared effective by the Commission on August 29, 2024. This opinion is being given in accordance with the Legal Matters section of the Registration Statement.  The prospectus included in the Registration Statement and filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act, and incorporated by reference into the 462(b) Registration Statement, is referred to herein as the "Prospectus."

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In connection with this opinion, we have examined and relied upon (a) the 462(b) Registration Statement, the Registration Statement and the Prospectus, (b) the forms of Warrants filed as exhibits to the Registration Statement, (c) the Company’s certificate of incorporation and bylaws, each as currently in effect, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters. In addition, in rendering the foregoing opinions, we have assumed that at or prior to the time of the delivery of any Units, Unit Shares, Warrants and/or Warrant Shares (collectively, the “Securities”), (i) the 462(b) Registration Statement will have been declared effective under the Act and that the registration will apply to all of the Securities and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity of the issuance of such Securities, (ii) upon the delivery of the Warrants, the Warrants will conform to the forms thereof filed as exhibits to the Registration Statement, and (iii) that the following shall have occurred:  the due execution, countersignature, authentication, issuance and delivery of the Units and Warrants and, as applicable, the related agreements, upon payment of the applicable consideration therefor, all in the manner and in such amounts as contemplated in the Underwriting Agreement.

With regard to our opinions regarding the Warrant Shares, we express no opinion to the extent that future issuances of securities of the Company or antidilution adjustments to outstanding securities of the Company cause the Warrants to be exercisable for more shares of the Company's common stock than the number then available for issuance by the Company. Further, we have assumed the exercise price of the Warrants will not be adjusted to an amount below the par value per share of the Company’s common stock.

With regard to our opinion concerning the Units and Warrants constituting valid and binding obligations of the Company:

(i) Our opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law.

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(ii)	Our opinion is subject to the qualification that the availability of specific performance, an injunction or other equitable remedies is subject to the discretion of the court before which the request is brought.
(iii)	We express no opinion as to any provision of the Units or Warrants that: (a) provides for liquidated damages, buy-in damages, monetary penalties, prepayment or make-whole payments or other economic remedies to the extent such provisions may constitute unlawful penalties, (b) relates to advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitations, trial by jury, or procedural rights, (c) restricts non-written modifications and waivers, (d) provides for the payment of legal and other professional fees where such payment is contrary to law or public policy, (e) relates to exclusivity, election or accumulation of rights or remedies, (f) authorizes or validates conclusive or discretionary determinations, or (g) provides that provisions of the Units or Warrants are severable to the extent an essential part of the agreed exchange is determined to be invalid and unenforceable.
(iv)	We express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law or jurisdiction provided for in the Warrants.

Our opinion herein is expressed solely with respect to the General Corporation Law of the State of Delaware, and, as to the Units and Warrants constituting valid and legally binding obligations of the Company, the laws of the State of New York. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.  We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.  Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that:

1. The Units, when issued and delivered against payment in full of the consideration therefor, as described in the Registration Statement and 462(b) Registration Statement and the related Prospectus, and in accordance with the terms of the Underwriting Agreement, will be valid and binding obligations of the Company.

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2.	The Unit Shares, when issued and delivered against payment in full of the consideration therefor as part of the Units, and all in accordance with the Underwriting Agreement, will be validly issued, fully paid and non-assessable.
3.	The Warrants, when executed, issued and delivered against payment in full of the consideration therefor as part of the Units or to the underwriters pursuant to the Underwriting Agreement, as applicable, and all in accordance with the Underwriting Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
4.	The Warrant Shares, when issued and delivered upon exercise of the Warrants in accordance with the respective terms of the Warrants and upon payment in full of the consideration stated therein, will be validly issued, fully paid and non-assessable.

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the 462(b) Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Arnall Golden Gregory LLP

Arnall Golden Gregory LLP

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EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated March 29, 2024, which includes an explanatory paragraph regarding Catheter Precision, Inc’s ability to continue as a going concern, relating to the consolidated financial statements of Catheter Precision, Inc. and Subsidiary (the “Company”), as of and for the year ended December 31, 2023, appearing in the Company’s Form 10-K filed on April 1, 2024.

/s/ WithumSmith+Brown, PC

East Brunswick, New Jersey

August 29, 2024

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-1 of Catheter Precision, Inc. (formerly, Ra Medical Systems, Inc.) (the “Company”) of our report dated March 28, 2023, relating to our audit of the Company’s financial statements as of December 31, 2022, and for the year then ended, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

We also consent to the reference to us under the heading “Experts” in the Registration Statement on Form S-1 (File No. 333-279930), as amended, incorporated by reference in this Registration Statement.

/s/ Haskell & White LLP

HASKELL & WHITE LLP

Irvine, California

August 29, 2024

EX-FILING FEES

EXHIBIT 107

Calculation of Filing Fee Table

Form S-1

(Form Type)

Catheter Precision, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price (1), (2), (3)	Fee Rate	Amount of Registration Fee
Fees to be paid	Equity	Common Stock Units (together with Pre-Funded Warrant Units below, the “Units”), each unit consisting of (i) one share of common stock, par value $0.0001 per share, (ii) one warrant to purchase one share of common stock with a five-month term (“Series H Warrant”), (iii) one warrant to purchase one share of common stock with a five-year term (“Series I Warrant”), and (iv) one warrant to purchase one share of common stock with a two-year term (“Series J Warrant”) (a), (3)	457(o)	—	—	$138,000	.0001476	$20.37
	Equity	Pre-Funded Warrant Units, each unit consisting of (i) one pre-funded warrant to purchase one share of common stock, (ii) one warrant to purchase one share of common stock with a five-month term (“Series H Warrant”), (iii) one warrant to purchase one share of common stock with a five-year term (“Series I Warrant”), and (iv) one warrant to purchase one share of common stock with a two-year term (“Series J Warrant”)(a), (3)	457(o)	—	—	(a)	—	—
	Equity	Common Stock included in Common Stock Units (4)	—	—	—	Included above.	—	—
	Equity	Pre-Funded Warrants included in the Prefunded Warrant Units	—	—	—	$ -- (5)	—	—
	Equity	Series H Warrants included in the Common Stock Units and Pre-Funded Warrant Units	—	—	—	$ -- (5)	—	—
	Equity	Series I Warrants included in the Common Stock Units and Pre-Funded Warrant Units	—	—	—	$ -- (5)	—	—
	Equity	Series J Warrants included in the Common Stock Units and Pre-Funded Warrant Units	—	—	—	$ -- (5)	—	—
	Equity	Common Stock Underlying Series H Warrants	457(o)	—	—	$138,000	.0001476	$20.37
	Equity	Common Stock Underlying Series I Warrants	457(o)	—	—	$138,000	.0001476	$20.37
	Equity	Common Stock Underlying Series J Warrants	457(o)	—	—	$138,000	.0001476	$20.37
	Equity	Common Stock Underlying Pre-Funded Warrants (4)	457(o)	—	—	Included above.	—	—
	Equity	Underwriter Warrants (6)	457(g)	—	—	$ -- (4)	—	—
	Equity	Common Stock Underlying Underwriter Warrants (6)	457(o)	—	—	$12,834	.0001476	$1.89
Fees previously paid						N/A	.0001476	N/A
		Total Offering Amounts				$564,834	.0001476	$83.37
		Total Fees Previously Paid				N/A	.0001476	N/A
		Net Fee Due (7)						$83.37

(a)	The proposed maximum offering price of the common stock units proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded units offered and sold in the offering, and as such the proposed aggregate maximum offering price of the common stock units together with the pre-funded units (including the common stock issuable upon exercise of the pre-funded warrants), if any, is $138,000. The registrant may issue Pre-Funded Warrants to purchase shares of common stock in the offering. The purchase price of Pre-funded Warrant Units will equal the price per unit at which common stock units are being sold to the public in this offering, minus the exercise price for the Pre-funded Warrants.
(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers such an indeterminate amount of shares of common stock as may become issuable to prevent dilution resulting from stock splits, stock dividends and similar events.
(3)	Includes Units that may be purchased by the underwriters pursuant to their option to purchase additional Units to cover over-allotments.
(4)	No separate fee is required pursuant to Rule 457(g) under the Securities Act.
(5)	Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the Series H Warrants, the Series I Warrants, and the Series J Warrants included in the units and pre-funded units, as well as the pre-funded warrants included in the Pre-Funded Units, has been allocated to the shares of common stock underlying such warrants, and those shares of common stock are included in the registration fee as calculated herein.
(6)	We have agreed to grant to the underwriter a warrant covering a number of shares of common stock equal to 6% of the aggregate number of Common Stock Units and Pre-Funded Warrant Units (including any sold as a result of the exercise of the underwriters’ over-allotment option) plus the number of shares of Common Stock sold not as part of any units sold by the underwriter in this public offering (the “Underwriter Warrant”). The Underwriter Warrant will be exercisable commencing on the date of issuance and until the fifth anniversary of the commencement of sales of this offering. The Underwriter Warrant will be exercisable at a price equal to 155% of the public offering price. We have registered the Underwriter Warrant and the shares underlying the Underwriter Warrant in this offering. Accordingly, as estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o), the proposed maximum aggregate offering price of the common stock underlying the Underwriter Warrant is $12,834, which is equal to 155% of $8,280 (6% of $138,000, which is the proposed maximum aggregate offering price of the Common Stock Units and Pre-Funded Warrant Units.
(7)	The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggregate offering price. The Registrant previously registered securities with an aggregate offering price not to exceed $14,120,850 on the Prior Registration Statement, which was declared effective by the Securities and Exchange Commission on August 29, 2024. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $564,834 are hereby registered, which includes shares subject to the underwriters’ option to purchase additional shares and/or warrants.