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RA MEDICAL SYSTE(RMED) - 2025 Q1 - Quarterly Results
RMEDRA MEDICAL SYSTE(RMED)2025-05-19 20:17

Acquisition Details - The Buyer, Cardionomix, Inc., will acquire Purchased Assets from Seller, Cardionomic, LLC, for a total consideration of 1,500,000intheformofapromissorynoteand1,000,000sharesofcommonstockofCatheterPrecision,Inc.(VTAK)[13][14]−TheClosingDateforthetransactionissettooccurtendaysfromtheEffectiveDate,whichisApril22,2025[15]−ThePurchasedAssetsdonotincludecash,accountsreceivable,oranyclaimsrelatedtolitigationrecoveries,amongotherExcludedAssets[8]−SellerwillretainallliabilitiesandobligationsofAssignor,whichareclassifiedasExcludedLiabilities,andBuyerwillnotassumeanyofthese[17]−SellerhasgoodandmarketabletitletoallPurchasedAssets,whicharesoldonan"ASIS"basis[33]−Buyeracknowledgesthattheaggregateconsiderationreflectsthe"ASIS"conditionofthePurchasedAssets[35]−SellerisnotmakinganywarrantiesorrepresentationsregardingthePurchasedAssets[34]−BuyerassumestheriskofundiscloseddefectsinthePurchasedAssets[36]−TherearenopendingorthreatenedlegalactionsagainstSellerthatcouldaffectthePurchasedAssets[38]−NogovernmentalapprovalsarerequiredforthetransactionscontemplatedbythisAgreement[39]FinancialandRegulatoryCompliance−BuyerhasfiledallrequiredreportswiththeSECwithinthepast12months,andtheconsolidatedfinancialstatementshavebeenpreparedinaccordancewithGAAP[25][26]−TherehasbeennomaterialadverseeffectonVTAKsincethedateofitsmostrecentauditedfinancialstatements[27]−BuyerisdulyorganizedandhasthenecessaryauthoritytoenterintothisAgreement[19][20]−TheexecutionofthisAgreementdoesnotrequireanyadditionalapprovalsfromgovernmentalbodiesotherthantheNYSEAmerican[21]−NobrokerorfinderisentitledtoanyfeesinconnectionwiththistransactionbasedonarrangementsmadebyBuyer[29]−Buyeragreestopayallsales,transfer,useorothertaxesrelatedtothesaleofthePurchasedAssetsunderthisAgreement[56]−BuyershallusecommerciallyreasonableeffortstotimelyfileallrequiredSECReportsundertheExchangeAct[57]InvestmentSecurities−SellerisacquiringInvestmentSecuritiesforitsownaccountandnotforpublicdistribution[42]−TheInvestmentSecuritiesaresubjecttotransferrestrictionsandhavenotbeenregisteredundertheSecuritiesAct[46]−TheAbsoluteHoldingPeriodfortheVTAKSharesissixmonthsfromtheClosingdate[44]−TheInvestmentSecuritiesmayonlybedistributedtoinstitutionalaccreditedinvestorsaftertheAbsoluteHoldingPeriod[45]−TheSelleracknowledgesthatthereisnopublicmarketforthePromissoryNote,norwillthereeverbe,andthereisnoguaranteethattheVTAKShareswillremainlistedonNYSEAmericanoranyotherexchange[50]−BuyerandVTAKshallusecommerciallyreasonableeffortstomaintainthelistingofVTAK′ssharesofcommonstockonNYSEAmericanoranothernationallyrecognizedsecuritiesexchange[58]IndemnificationandLegalProvisions−BuyershallindemnifySellerIndemniteesfromanyclaimsorlossesarisingoutofBuyer′sactionsthatresultinthefailureofVTAKSharestobesaleableunderRule144oftheSecuritiesAct[59]−SellershallnotissueanypressreleaseormakeanypublicdisclosurerelatingtothefinancialtermsofthisAgreementwithoutBuyer′spriorwrittenapproval[64]−SelleragreestopreserveitsexistenceandmaintainqualificationstodobusinessinnecessaryjurisdictionsuntilthePromissoryNotehasbeenpaidinfull[61]−TheagreementstipulatesthatallrepresentationsandwarrantiesmadebyBuyerandSellershallsurviveforaperiodofoneyearaftertheClosing[78]−BuyeragreestoindemnifySelleragainstanylossesarisingfrombreachesofcovenantsorinaccuraciesinrepresentationsmadebyBuyer[80]−TheagreementincludesaprovisionthatclaimsforindemnificationmustbebroughtwithinthespecifiedtimeframeaftertheClosingDate[82]−ThegoverninglawfortheagreementistheinternallawsoftheStateofCalifornia[92]−Theagreementallowsforexecutionincounterparts,makingitvalidevenifsignedseparately[90]LoanTerms−Theprincipalamountoftheloanis1,500,000 in the form of a promissory note and 1,000,000 shares of common stock of 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 claims related to litigation recoveries, among other Excluded Assets [8] - Seller will retain all liabilities and obligations of Assignor, which are classified as Excluded Liabilities, and Buyer will not assume any of these [17] - 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] - Seller is not making any warranties or representations regarding the Purchased Assets [34] - Buyer assumes the risk of undisclosed defects in the Purchased Assets [36] - There are no pending or threatened legal actions against Seller that could affect the Purchased Assets [38] - No governmental approvals are required for the transactions contemplated by this Agreement [39] Financial and Regulatory Compliance - Buyer has filed all required reports with the SEC within the past 12 months, and the consolidated financial statements have been prepared in accordance with GAAP [25][26] - There has been no material adverse effect on VTAK since the date of its most recent audited financial statements [27] - Buyer is duly organized and has the necessary authority to enter into this Agreement [19][20] - The execution of this Agreement does not require any additional approvals from governmental bodies other than the NYSE American [21] - No broker or finder is entitled to any fees in connection with this transaction based on arrangements made by Buyer [29] - Buyer agrees to pay all sales, transfer, use or other taxes related to the sale of the Purchased Assets under this Agreement [56] - Buyer shall use commercially reasonable efforts to timely file all required SEC Reports under the Exchange Act [57] Investment Securities - Seller is acquiring Investment Securities for its own account and not for public distribution [42] - The Investment Securities are subject to transfer restrictions and have not been registered under the Securities Act [46] - The Absolute Holding Period for the VTAK Shares is six months from the Closing date [44] - The Investment Securities may only be distributed to institutional accredited investors after the Absolute Holding Period [45] - The Seller acknowledges that there is no public market for the Promissory Note, nor will there ever be, and there is no guarantee that the VTAK Shares will remain listed on NYSE American or any other exchange [50] - 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] Indemnification and Legal Provisions - Buyer shall indemnify Seller Indemnitees from any claims or losses arising out of Buyer's actions that result in the failure of VTAK Shares to be saleable under Rule 144 of the Securities Act [59] - Seller shall not issue any press release or make any public disclosure relating to the financial terms of this Agreement without Buyer's prior written approval [64] - Seller agrees to preserve its existence and maintain qualifications to do business in necessary jurisdictions until the Promissory Note has been paid in full [61] - The agreement stipulates that all representations and warranties made by Buyer and Seller shall survive for a period of one year after the Closing [78] - Buyer agrees to indemnify Seller against any losses arising from breaches of covenants or inaccuracies in representations made by Buyer [80] - The agreement includes a provision that claims for indemnification must be brought within the specified time frame after the Closing Date [82] - The governing law for the agreement is the internal laws of the State of California [92] - The agreement allows for execution in counterparts, making it valid even if signed separately [90] Loan 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 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 or securing the note, including attorney fees [114] - The note is governed by the laws of the State of Nevada, ensuring legal compliance [115] - The borrower, Cardionomix, Inc., is represented by David Jenkins as the authorized signatory [121] Patent and Technology Developments - The company has multiple patents related to catheter systems for electrical neuromodulation, with filings in the US, Australia, Canada, China, Europe, India, Japan, and Singapore [126][127][130] - The patents include various applications and issue dates, indicating ongoing innovation in the field of electrical neuromodulation [126][129] - The company is actively pursuing new technologies and methods for cardiac modulation, as evidenced by its extensive patent portfolio [130] - The company has filed multiple patents related to cardiac modulation and neurostimulation systems across various countries, including the US, Europe, and Australia, indicating a strong focus on innovation in this sector [131][132][133] - The patent for "Cardiac Contractility Neurostimulation Systems and Methods" was issued in Australia as 2017229496 B2 on July 14, 2022, showcasing the company's advancements in cardiac treatment technologies [132] - The company has a significant number of patents pending, including 62/676,188 in the US for neurostimulation systems, which reflects ongoing research and development efforts [132] - The company reported a patent publication date of March 21, 2019, for PCT/US2018/050522, indicating international interest in their cardiac contractility technologies [132] - The company has received patent approvals for various methods of monitoring and facilitating neurostimulation, with several patents issued in 2023, highlighting recent technological advancements [135][138] - The company is actively expanding its patent portfolio, with new filings in China and India for systems affecting cardiac contractility, demonstrating a strategic focus on emerging markets [136][138] - The company has developed methods for detecting catheter movement, with a patent issued in the US (11,559,687) on January 24, 2023, which could enhance procedural efficiency in cardiac treatments [132] - The company’s patent for "Systems and Methods for Denoising Physiological Signals During Electrical Neuromodulation" was published in Europe on March 16, 2022, indicating a commitment to improving signal processing in medical devices [138] - The company has a diverse range of patents related to both cardiac and neuromodulation technologies, suggesting a comprehensive approach to addressing various medical needs [135][138] - The company’s ongoing patent activity reflects a robust pipeline of innovations aimed at enhancing cardiac health and treatment methodologies, positioning it well in the medical technology market [131][135] - 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] Trademark Registrations - 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, including the US and Australia, further expanding its intellectual property portfolio [142] - The "CPNS" trademark is registered in various regions, including the UK and India, showcasing the company's commitment to its cardiac pulmonary nerve stimulation technology [144] - The company has a patent application (PCT/US2023/061589) for "Methods and Systems for Neuromodulation" filed on January 30, 2023, indicating ongoing innovation in neuromodulation technologies [140] - The company has a significant number of patents related to electrical neuromodulation, with filings in countries like Japan and Singapore, reflecting its focus on advancing this technology [139] - The company is actively pursuing market expansion through its intellectual property strategy, with multiple patents filed in key markets such as the US, Europe, and Asia [139] - The latest patent for "Chronically Implantable Systems" was issued on December 23, 2021, indicating the company's ongoing development in cardiac technologies [139] - The company has a diverse portfolio of registered trademarks, which enhances its competitive position in the medical device industry [141] - The company is focused on developing new technologies for cardiac treatment, as evidenced by its extensive patent filings and trademark registrations [139]