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Catheter Precision(VTAK) - 2025 Q1 - Quarterly Results
VTAKCatheter Precision(VTAK)2025-05-19 20:17

Transaction Details - The Buyer, Cardionomix, Inc., will acquire Purchased Assets from Seller, Cardionomic, LLC, for a total consideration of 1,500,000intheformofapromissorynoteand1,000,000sharesofcommonstockfromCatheterPrecision,Inc.(VTAK)[13][14]−TheClosingDateforthetransactionissettooccurtendaysfromtheEffectiveDate,whichisApril22,2025[15]−ThePurchasedAssetsdonotincludecash,accountsreceivable,oranyotherexcludedassetsasdefinedintheagreement[8]−SellerwillretainallliabilitiesandobligationsnotassumedbyBuyer,referredtoasExcludedLiabilities[17]−BuyerhasconfirmedthatitisdulyorganizedandhasthenecessaryauthoritytoenterintothisAgreement[19][20]−TheexecutionofthisAgreementdoesnotviolateanyprovisionsofBuyerorSeller′sgoverningdocumentsorapplicablelaws[28]−NobrokerorfinderisentitledtoanyfeesinconnectionwiththistransactionbasedonarrangementsmadebyBuyer[29]−SellerhasgoodandmarketabletitletoallPurchasedAssets,whicharesoldonan"ASIS"basis[33]−Buyeracknowledgesthattheaggregateconsiderationreflectsthe"ASIS"conditionofthePurchasedAssets[35]−TherearenoclaimsorproceedingspendingagainstSellerthatmightaffectthePurchasedAssets[38]−NogovernmentalapprovalsarerequiredfortheconsummationofthetransactionscontemplatedbythisAgreement[39]−SellerisnotrequiredtoberegisteredasaninvestmentcompanyundertheInvestmentCompanyActof1940[41]−TheVTAKShareswillbevalidlyissuedandfullypaiduponissuance,freeofrestrictionsotherthanthoseimposedbyapplicablelaws[24]−TheAbsoluteHoldingPeriodfortheVTAKSharesextendsthroughsixmonthsfromthedateofClosing[44]−Buyeragreestopayallsales,transfer,useorothertaxesrelatedtothesaleofthePurchasedAssetsunderthisAgreement[56]−BuyerandVTAKshallusecommerciallyreasonableeffortstomaintainthelistingofVTAK′ssharesofcommonstockonNYSEAmericanoranothernationallyrecognizedsecuritiesexchange[58]−SellershalldelivercompleteandcorrectdigitalcopiesofalldocumentsandmaterialsmadeavailabletoBuyerwithintenbusinessdaysaftertheClosing[65]−TheNYSEAmericanshallhaveapprovedthelistingoftheVTAKSharesuponnoticeofissuance[71]−Selleracknowledgesthatithashadanopportunitytoaskquestionsandreceiveanswersconcerningthetermsandconditionsofthistransaction[52]−Theagreementspecifiesthateachpartyshallbearitsownexpensesrelatedtothenegotiationandconsummationofthetransaction[83]−ThegoverninglawfortheagreementistheinternallawsoftheStateofCalifornia[92]−Theagreementincludesalimitationofliabilityclause,preventingBuyerfromassertingclaimsagainstSeller′sofficersoremployees[95]−Theagreementallowsforexecutionincounterparts,makingelectronicsignaturesvalidandbinding[90]FinancialTerms−Theprincipalamountoftheloanis1,500,000 in the form of a promissory note and 1,000,000 shares of common stock from Catheter Precision, Inc. (VTAK) [13][14] - The Closing Date for the transaction is set to occur ten days from the Effective Date, which is April 22, 2025 [15] - The Purchased Assets do not include cash, accounts receivable, or any other excluded assets as defined in the agreement [8] - Seller will retain all liabilities and obligations not assumed by Buyer, referred to as Excluded Liabilities [17] - Buyer has confirmed that it is duly organized and has the necessary authority to enter into this Agreement [19][20] - The execution of this Agreement does not violate any provisions of Buyer or Seller's governing documents or applicable laws [28] - No broker or finder is entitled to any fees in connection with this transaction based on arrangements made by Buyer [29] - Seller has good and marketable title to all Purchased Assets, which are sold on an "AS IS" basis [33] - Buyer acknowledges that the aggregate consideration reflects the "AS IS" condition of the Purchased Assets [35] - There are no claims or proceedings pending against Seller that might affect the Purchased Assets [38] - No governmental approvals are required for the consummation of the transactions contemplated by this Agreement [39] - Seller is not required to be registered as an investment company under the Investment Company Act of 1940 [41] - The VTAK Shares will be validly issued and fully paid upon issuance, free of restrictions other than those imposed by applicable laws [24] - The Absolute Holding Period for the VTAK Shares extends through six months from the date of Closing [44] - Buyer agrees to pay all sales, transfer, use or other taxes related to the sale of the Purchased Assets under this Agreement [56] - Buyer and VTAK shall use commercially reasonable efforts to maintain the listing of VTAK's shares of common stock on NYSE American or another nationally recognized securities exchange [58] - Seller shall deliver complete and correct digital copies of all documents and materials made available to Buyer within ten business days after the Closing [65] - The NYSE American shall have approved the listing of the VTAK Shares upon notice of issuance [71] - Seller acknowledges that it has had an opportunity to ask questions and receive answers concerning the terms and conditions of this transaction [52] - The agreement specifies that each party shall bear its own expenses related to the negotiation and consummation of the transaction [83] - The governing law for the agreement is the internal laws of the State of California [92] - The agreement includes a limitation of liability clause, preventing Buyer from asserting claims against Seller's officers or employees [95] - The agreement allows for execution in counterparts, making electronic signatures valid and binding [90] Financial Terms - The principal amount of the loan is 1,500,000 with a fixed interest rate of 4% per annum [109][110] - Interest accrues daily, calculated by dividing the applicable rate by 360, and is due in full on the maturity date of April [■], 2028 [110] - Borrower can prepay the principal balance at any time without penalty, with prepayments applied first to costs, then to accrued interest, and finally to the principal [111] - All outstanding principal and accrued interest will become immediately due if the borrower files for bankruptcy or similar proceedings [112] - Borrower agrees to pay all costs incurred by the payee in collecting this note, including attorney fees [114] - The note is governed by the laws of the State of Nevada [115] - The borrower is Cardionomix, Inc., represented by David Jenkins as the authorized signatory [121] Intellectual Property - The assets acquired by the Buyer include all U.S. and foreign issued patents, patent applications, and statutory invention registrations [106] - The company has filed multiple patents related to cardiac modulation and neurostimulation systems across various countries, including the US, Europe, and Australia, with significant publications dating from 2017 to 2023 [131][132][133][135][138] - The patent for "Cardiac Contractility Neurostimulation Systems and Methods" was published in the US with application number 62/558,169 on September 13, 2017, indicating ongoing innovation in cardiac treatment technologies [132] - The company has received patent approvals for systems and methods affecting cardiac contractility, with a notable patent issued in Australia (2017229496 B2) on July 14, 2022, enhancing its intellectual property portfolio [132] - A recent patent related to "Methods for Detecting Catheter Movement" was published in the US, with application number 16/816,681, reflecting advancements in medical device technology [132] - The company is actively pursuing international patent protection, with filings in countries such as Canada, China, and India, demonstrating a strategic approach to global market expansion [135][138] - The patent for "Systems and Methods for Denoising Physiological Signals During Electrical Neuromodulation" was published in the US, indicating a focus on improving the accuracy of physiological monitoring technologies [138] - The company has a diverse range of patents related to neurostimulation, with multiple applications filed in the US and PCT, showcasing its commitment to research and development in this field [135][138] - The patent portfolio includes innovations aimed at reducing duty cycles during neurostimulation, which could enhance the efficiency of cardiac treatments [131] - The company has made significant strides in developing electrode assemblies for neuromodulation, with a patent issued on May 16, 2023, indicating progress in device technology [135] - The ongoing patent filings and approvals reflect the company's strategic focus on expanding its technological capabilities and market presence in the cardiac and neuromodulation sectors [132][138] - The company has filed multiple patents related to "Chronically Implantable Systems and Methods for Affecting Cardiac Contractility and/or Relaxation" across various countries, including the US, Japan, and China, with the latest filing on August 17, 2023 [139] - The "CARDIONOMIC" trademark is registered in multiple jurisdictions, including the US, Canada, and Europe, indicating a strong brand presence in the medical device market [141] - The company has also registered the "NVAD" trademark in several countries, showcasing its commitment to expanding its product offerings in neuromodulation technology [142] - The "CPNS" trademark is registered in various regions, including the US and Australia, further emphasizing the company's focus on cardiac and pulmonary nerve stimulation technologies [144] - The company has a significant number of patents pending and granted, which may enhance its competitive advantage in the medical technology sector [139] - The latest patent related to "Methods and Systems for Neuromodulation" was published on August 10, 2023, indicating ongoing innovation efforts [140] - The company is actively pursuing international patent protection, with filings in regions such as Europe, Asia, and North America, reflecting its global strategy [139] - The company has established a robust intellectual property portfolio, which is crucial for maintaining market leadership and driving future growth [141] - The filing dates for various patents span from 2020 to 2023, demonstrating a consistent pipeline of new technologies and solutions [139] - The company is positioned to leverage its patented technologies for market expansion and potential partnerships in the healthcare sector [139]