Opening the filing
8-K
To the extent required by Item 3.03 of Form 8-K, the information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to 2023 Equity Incentive Plan At the annual meeting of stockholders of Catheter Precision, Inc. (the “Company”) held on September 30, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2023 Equity Incentive Plan (the “2023 Plan”) to increase the number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), reserved for issuance thereunder by 5,000,000 shares. The Company’s Board of Directors (the “Board”) had previously approved the Plan Amendment, subject to stockholder approval.
A summary of the material terms of the 2023 Plan, as amended by the Plan Amendment, is set forth under the heading “Proposal No. 5 - Approval of Amendment to 2023 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on August 31, 2026 (the “Proxy Statement”), and is incorporated herein by reference. The foregoing description and such summary do not purport to be complete and are qualified in their entirety by reference to the full text of the 2023 Plan, as amended and restated to reflect the Plan Amendment, which is attached as Annex D to the Proxy Statement and incorporated herein by reference.
One-Time Repricing of Outstanding Stock Options At the Annual Meeting, the Company’s stockholders also approved a one-time repricing (the “Repricing”) pursuant to which each outstanding stock option with a per-share exercise price greater than the Fair Market Value (as defined in the 2023 Plan) of the Common Stock on the date of stockholder approval was repriced to equal such Fair Market Value. Based on the closing price of the Common Stock on the NYSE American on September 30, 2026, the Fair Market Value, and accordingly the exercise price of each repriced option, is $0.152 per share. The Repricing did not change the number of shares subject to any option, its expiration date or its vesting schedule.
The Repricing applies to options held by the Company’s named executive officers and non-employee directors on the same terms as options held by the Company’s other employees and consultants, including options to purchase 89,999 shares of Common Stock held by David A. Jenkins, the Company’s Executive Chairman and Chief Executive Officer, and options to purchase 66,315 shares of Common Stock held by Philip Anderson, the Company’s Chief Financial Officer, in each case as of August 18, 2026. A description of the Repricing is set forth under the heading “Proposal No. 6 - Approval of One-Time Repricing of Outstanding Stock Options” in the Proxy Statement and is incorporated herein by reference.
Reverse Stock Split As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2026, and as further described in Item 5.03 of this Current Report on Form 8-K, the Company’s 1-for-10 reverse stock split of the Common Stock (the “Reverse Stock Split”) will become effective at 12:01 a.m. Eastern Time on October 5, 2026 (the “Effective Time”). At the Effective Time, the number of shares subject to, and the exercise price of, each outstanding option, including each option repriced pursuant to the Repricing, will be proportionately adjusted in accordance with the terms of the 2023 Plan or other governing instrument, such that the exercise price of each repriced option will be $1.52 per share. Unless otherwise indicated, all share and per share amounts in this Current Report on Form 8-K are presented on a pre-Reverse Stock Split basis.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2026, on September 24, 2026, the Board approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to (i) change the Company’s name from “Catheter Precision, Inc.” to “Flyte Aviation, Inc.” (the “Name Change”) and (ii) effect the Reverse Stock Split at a ratio of 1-for-10 (the “Reverse Stock Split Ratio”). The Name Change was approved by the Board pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware and did not require stockholder approval. The Company’s stockholders approved the Reverse Stock Split at a special meeting of stockholders held on April 15, 2026, and the Board selected the Reverse Stock Split Ratio within the range approved by the stockholders.
On October 1, 2026, the Company filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect the Name Change and the Reverse Stock Split (the “Charter Amendment”). The Charter Amendment will become effective at the Effective Time, and the Common Stock is expected to begin trading on the NYSE American under the Company’s new name and the new trading symbol “VJET,” on a split-adjusted basis, at the opening of trading on October 5, 2026. The Common Stock has been assigned a new CUSIP number (74933X 807), which will be effective as of the Effective Time. The Name Change will not affect the rights of the Company’s stockholders, and no action is required by stockholders with respect to the Name Change.
At the Effective Time, every 10 shares of Common Stock issued, including shares held by the Company in treasury, if any, will automatically be reclassified and combined into one share of Common Stock, without any change in the par value per share. No fractional shares will be issued to stockholders as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares will be entitled to receive their pro rata portion of the net proceeds obtained from the aggregation and sale by the Company’s exchange agent, Equiniti Trust Company, LLC (“Equiniti”), of the fractional shares resulting from the Reverse Stock Split (reduced by any customary brokerage fees, commissions and other expenses). The Reverse Stock Split will affect all stockholders uniformly and will not change any stockholder’s percentage ownership interest or proportionate voting power, except for immaterial changes that may result from the treatment of fractional shares.
The Reverse Stock Split will reduce the number of issued and outstanding shares of Common Stock from approximately 21,019,874 to approximately 2,101,987. The Company’s authorized capital stock will not change as a result of the Reverse Stock Split and will remain at 500 million shares of Common Stock and 10 million shares of preferred stock.
In addition, at the Effective Time, proportionate adjustments will be made to the per share exercise prices of, and the number of shares underlying, the Company’s outstanding stock options and warrants, as well as to the number of shares available for the grant of awards under the Company’s equity incentive plans. The per share conversion prices and conversion ratios of the Company’s outstanding preferred stock will also be adjusted proportionately.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Abstentions
Broker Non-Votes 9,036,710 708,433 196,620 2,401,700 5.
Proposal No. 5: To approve an amendment to the Company ’ s 2023 Equity Incentive Plan to increase the number of shares of Common Stock reserved for issuance thereunder by 5,000,000 shares. Proposal No. 5 was approved, based on the following results of voting:
Votes For
Votes Against
Abstentions
Broker Non-Votes 8,922,384 920,369 99,010 2,401,700 6.
Proposal No. 6: To approve, on a one-time basis, the repricing of outstanding stock options with exercise prices in excess of Fair Market Value to Fair Market Value as of the date of stockholder approval. Proposal No. 6 was approved, based on the following results of voting:
Votes For
Votes Against