v3.26.1
Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Consolidation, Policy [Policy Text Block]

Principles of Consolidation

 

The consolidated financial statements of the Company include the accounts of the Company, Old Catheter, Cardionomix and KardioNav. All intercompany transactions have been eliminated in consolidation.

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

 

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP"). The Financial Accounting Standards Board (“FASB”) establishes these principles to ensure financial condition, results of operations, and cash flows are consistently reported. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative nongovernmental GAAP as found in the FASB Accounting Standards Codification ("ASC"). 

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

 

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company’s consolidated financial statements are based upon a number of estimates including, but not limited to, the allowance for credit losses, evaluation of impairment of long-lived assets, valuation of long-lived assets and their associated estimated useful lives, evaluation of probable loss contingencies, fair value of royalties payable due to related parties, fair value of contingent consideration recorded in connection with an asset acquisition, fair value of trading debt securities, fair value of convertible notes payables, fair value of warrants issued, fair value of preferred stock issued, and fair value of equity awards granted.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations of Credit Risk

 

The Company's financial instruments held during the years ended  December 31, 2025 and 2024 that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company generally maintains cash and cash equivalent balances in various operating accounts at financial institutions with high quality credit ratings and had no deposits in financial institutions in excess of federally insured limits of $250,000. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to significant or unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company has no significant off-balance sheet risk, such as foreign exchange contracts, option contracts, or other hedging arrangements.

 

The Company extends credit to customers in the normal course of business. Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the consolidated balance sheets. The Company does not require collateral from its customers to secure accounts receivable.

 

The Company had 3 customers that individually accounted for 10% or more of total revenues included in the consolidated statements of operations for the years ended December 31, 2025 and December 31, 2024, respectively. 3 customers represented 28%, 12% and 10% of total revenues for the year ended  December 31, 2025, and 3 customers represented 37%, 15% and 10% of total revenues for the year ended December 31, 2024.

 

The Company had 3 vendors that individually accounted for 10% or more of accounts payable included in the consolidated balance sheets as of December 31, 2025 and December 31, 2024, respectively. 3 vendors represented 40%, 12% and 10% of accounts payable as of December 31, 2025, and 3 vendors represented 28%, 18% and 15% of accounts payable as of December 31, 2024.

 

The Company had 5 and 4 customers that individually accounted for more than 10% of total accounts receivable included in the consolidated balance sheets as of  December 31, 2025 and December 31, 2024, respectively. 2 customers represented 27% and 15%, and 3 customers each represented 10% of accounts receivable as of  December 31, 20254 customers represented 46%, 19%, 16% and 13% of accounts receivable as of   December 31, 2024.

 

The Company is not dependent on any single supplier for critical components.

Reclassification, Comparability Adjustment [Policy Text Block]

Reclassifications

 

Certain prior period financial statement amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the Company's previously reported results of operations or accumulated deficit. In the current period, the Company (i) presents royalty fees incurred and payable based on actual sales of products as well as future estimated royalty payments payable within the next 12 months under current portion of royalties payable due to related parties in the consolidated balance sheets, (ii) interest payable due to related parties and notes payable due to related parties is aggregated and presented as notes payable due to related parties in the consolidated balance sheets, and (iii) separately discloses interest expense due to related parties in the consolidated statements of operations. For comparative purposes, amounts in the prior periods have been reclassified to conform to current period presentations.

Segment Reporting, Policy [Policy Text Block]

Segment Reporting

 

The Company operates in one reportable segment, which includes all activities related to the marketing, sales, and development of medical technologies in the cardiac electrophysiology field. While the commercial efforts that coordinate the marketing, sales, and distribution of these products are organized by geographic region and product, all of these activities are supported by a single corporate team and distribution channel. The determination of a single reportable segment is consistent with the consolidated financial information available and regularly reviewed by the Company’s chief operating decision maker (“CODM”).

 

The CODM is the Company’s Chief Executive Officer, who reviews and evaluates consolidated net loss reported on the consolidated statements of operations for purposes of assessing performance, making operating decisions, allocating resources and planning and forecasting for future periods. As the Company’s operations are managed at the consolidated level, there are no differences between the measurement of the reportable segments’ profit or losses and the Company’s consolidated statements of operations. Segment asset measures are not used as a basis for the CODM to evaluate the performance of or to allocate resources to the segment.

 

The following table summarizes segment revenues and significant segment expenses included in the measure of segment profit or loss (consolidated net loss) reviewed by the CODM (in thousands):

 

  

For the Year Ended

 
  

December 31,

 
  

2025

  

2024

 

Revenues

 $819  $420 

Less:

        

Cost of revenues

  63   42 

Acquired in-process research and development expense

  1,967    

Loss on impairment of intangible assets

  6,995    

Loss on debt extinguishment

  3,260    

Depreciation and amortization expense

  2,115   2,109 

Stock-based compensation expense

  338   54 

Salaries and benefits expense

  4,471   4,192 

Professional fees

  2,167   2,034 

Research and development expense

  862   272 

Interest income

  (34)  (81)

Interest expense

  281   91 

Change in fair value of royalties payable due to related parties

  (5,709)  2,239 

Change in fair value of convertible notes payable

  (2)   

Net loss on trading debt securities

  564    

Income tax provision (benefit)

  (1,810)  3,141 

Other segment items (1)

  2,986   2,970 

Segment net loss

  (17,695)  (16,643)
         

Reconciliation of net loss

        

Adjustments and reconciling items

      

Consolidated net loss

 $(17,695) $(16,643)

 

(1)    Other segment items include other expenses, net, consulting fees, investor relations and SEC fees, insurance fees, and other selling, general, and administrative expenses. Other selling, general, and administrative expenses primarily consist of travel expenses, computer and information technology expenses, and rent expenses.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents 

 

The Company considers all highly liquid investments purchased with an original maturity date of ninety days or less at the date of purchase to be cash equivalents. Cash and cash equivalents primarily represent funds invested in readily available checking and money market accounts. 

Fair Value Measurement, Policy [Policy Text Block]

Fair Value Measurements

 

Fair value represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants and is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to identify inputs used in measuring fair value as follows:

 

Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

 

Level 2 - Inputs other than the quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

 

Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

 

Cash equivalents, prepaid expenses, accounts receivable, accounts payable, and accrued expenses are reported on the consolidated balance sheets at carrying value, which approximate fair value due to the short-term maturities of these instruments. The carrying value of the Company's short-term notes payable approximate the instruments' fair values due to the short-term maturities of these debt instruments. Similarly, the carrying value of the notes payable of variable interest entities and the notes payable due to related parties approximate their fair values due to the associated effective interest rate of the debt instrument.

 

Fair Value on a Recurring Basis

 

The following tables details the recurring fair value measurements within the fair value hierarchy of the Company’s financial instruments (in thousands):

 

      

December 31, 2025

     
  

Total

  

Level 1

  

Level 2

  

Level 3

 

Assets:

                

Cash Equivalents

                

Money market funds

 $2  $2  $  $ 

Total assets

 $2  $2  $  $ 
                 

Liabilities:

                

Royalties payable due to related parties

 $792  $  $  $792 

Convertible notes payable

  298         298 

Total liabilities

 $1,090  $  $  $1,090 

 

 

      

December 31, 2024

     
  

Total

  

Level 1

  

Level 2

  

Level 3

 

Assets:

                

Cash Equivalents

                

Mutual funds

 $2,803  $2,803  $  $ 

Money market funds

  12   12       

Total assets

 $2,815  $2,815  $  $ 
                 

Liabilities:

                

Current portion of royalties payable due to related parties

 $145  $  $  $145 

Royalties payable due to related parties

  9,068         9,068 

Total liabilities

 $9,213  $  $  $9,213 

 

The fair value measurement of royalties payable due to related parties includes significant unobservable inputs that are not supported by any market data. Royalties payable due to related parties reflects the present value of estimated future royalty payments. The Company applies an internally developed, revenue adjusted discount rate (“RADR”) to discount back the forecasted royalty payments. The RADR is based on the Company’s weighted average cost of capital (“WACC”) adjusted for the product revenue’s risk profile. The risk-free rate used to determine the cost of equity for the RADR is adjusted to be commensurate with the term of the royalty agreements. Furthermore, the Beta and Risk Premium used to determine the cost of equity are also adjusted to reflect the product revenue's volatility. All other inputs for the RADR and the Company’s WACC are the same. See Note 8, Royalties Payable, for additional information over royalties payable due to related parties.

 

The following tables summarize the significant unobservable inputs used in the fair value measurement of royalties payable due to related parties: 
 

December 31, 2025

 

Instrument

Valuation Technique

Unobservable Input

 

Input Range

 

Royalties payable due to related parties

Discounted future cash flows

Revenue adjusted discount rate

  19.5%

 

 

December 31, 2024

 

Instrument

Valuation Technique

Unobservable Input

 

Input Range

 

Royalties payable due to related parties, including the current portion

Discounted future cash flows

Revenue adjusted discount rate

  22.5%

 

The Company elected the fair value option to measure the convertible notes payable. The fair value of the convertible notes payable is determined using a probability weighted expected return model (“PWER model”) that values the convertible notes payable based on the discounted cash flows of three potential settlement outcomes: (i) the convertible notes payable will be converted into and settled in shares of common stock, (ii) the convertible notes payable’s principal and accrued interest will be paid in cash, and (iii) a dissolution scenario wherein the investor receives a partial payment based on a recovery rate. The conversion outcome incorporates a Monte Carlo simulation to estimate the Company’s common stock price at the expected conversion date and the number of shares issuable based on the variable conversion price. Aside from the probability of the three potential settlement outcomes, the fair value measurement incorporates several significant unobservable inputs, including the recovery rate, implied equity volatility, expected term assumptions, simulated conversion price, and credit-risk adjusted discount rate.

 

The table below summarizes the change in account balance for Level 3 financial instruments for the for the year ended December 31, 2025 (in thousands):

 

  

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

 
  

Royalties Payable due to Related Parties

  

Convertible Notes Payable

 

Balance at January 1, 2025

 $9,213  $ 

Issuance of convertible notes payable

     300 

Exchange of royalties payable due to related parties (see Note 8)

  (2,712)   

Change in fair value

  (5,709)  (2)

Balance at December 31, 2025

 $792  $298 

 

The table below summarizes the change in account balance for Level 3 financial instruments for the year ended  December 31, 2024 (in thousands):

 

  

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

 
  

Royalties Payable due to Related Parties

  Convertible Notes Payable 

Balance at January 1, 2024

 $6,974  $ 

Change in fair value

  2,239    

Balance at December 31, 2024

 $9,213  $ 

 

Increases or decreases in the fair value of royalties payable due to related parties or convertible notes payable can result from updates to assumptions. Judgment is used in determining these assumptions as of the initial valuation date and at each subsequent reporting period. Changes or updates to assumptions could have a material impact on the reported fair value, the change in fair value, and the results of operations in any given period.

 

Fair Value on a Non-Recurring Basis

 

The following table details the non-recurring fair value measurements within the fair value hierarchy of the Company’s financial instruments (in thousands):

 

      

December 31, 2025

     
  

Total

  

Level 1

  

Level 2

  

Level 3

 

Assets:

                

VIVO Intangible Assets

 $184  $  $  $184 

 

Certain long-lived assets were measured at fair value on a non-recurring basis as of December 31, 2025. The VIVO intangible assets were recorded at their estimated fair value as a result of the impairment analysis performed for the year ended December 31, 2025 (see Note 5, Intangible Assets, for further information). The Company estimated the fair value of VIVO intangible assets using various income-based, discounted cash flow models. The Company used the multi-period excess earnings method to estimate the fair value for developed technology and the relief from royalty method for trade names. The discounted cash flow models incorporate several significant unobservable inputs, including discount rates applied to projected cash flows, annual obsolescence rates (both pre and post-patent expiration), and estimated pre-tax royalty rates. 

 

The following table summarizes the significant unobservable inputs used in the fair value measurement of the VIVO intangible assets:

 

December 31, 2025

 

Instrument

Valuation Technique

Unobservable Input

 

Input Range

 

Intangible assets - Developed technology

Multi-period excess earnings

Discount rate

  22%
  

Annual obsolescence rate (pre-patent expiration)

  95.0%
  

Annual obsolescence rate (post-patent expiration)

  75.0%

Intangible assets - Trade Name

Relief from royalty

Discount rate

  22%
  

Pre-tax royalty rate

  1.0%

 

Accounts Receivable [Policy Text Block]

Accounts Receivable and Allowances for Credit Losses

 

Accounts receivable consists of trade receivables recorded at invoiced amounts. Accounts receivable is presented net of any discounts and allowance for credit losses, is unsecured and does not bear interest. Accounts receivable is evaluated for collectability based on historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts, including the probability of future collection and estimated loss rates based on aging schedules. Accounts receivable is assessed for collectability based on three portfolio segments: Hospitals - United States, Hospitals - Europe, and Distributors. The determination of portfolio segments is based on the customers’ industry and geographical location.

 

Changes in the estimated collectability of accounts receivable are recorded in the consolidated statements of operations in the period in which the estimate is revised. Accounts receivable are written off as uncollectible after all means of collection are exhausted. Any subsequent recoveries are credited to the allowance for credit losses. As of  December 31, 2025 and December 31, 2024, the allowance for credit losses related to accounts receivable was immaterial.

Inventory, Policy [Policy Text Block]

Inventories

 

Inventories are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. The Company reduces the carrying value of inventories for those items that are potentially in excess, obsolete or slow-moving based on changes in customer demand, technological developments or other economic factors.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

 

Property and equipment are recorded at cost, less accumulated depreciation. Property and equipment are depreciated on a straight-line basis over their estimated useful lives as follows: 

 

Machinery and equipment

  2 - 5 years 

Computer hardware and software

  1 - 5 years 

LockeT animation video

  3 years 

VIVO DEMO/Clinical Systems

  1-5 years 

 

The Company periodically reviews the residual values and estimated useful lives of each class of its property and equipment for ongoing reasonableness, considering the long-term views of their intended use and the level of planned improvements to maintain and enhance those assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective account balances, and any resulting gain or loss is recognized in the Company’s consolidated statements of operations. The cost of repairs and maintenance is expensed as incurred, whereas significant renewals and betterments are capitalized.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Long-lived Assets

 

In accordance with ASC 360, Impairment and Disposals of Long-lived Assets ("ASC 360"), the Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value of the long-lived assets  may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset  may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss equal to the excess of the assets carrying value over its fair value is recorded in the Company’s consolidated statements of operations at that date.

 

As a result of the Company’s sustained decrease in stock price and sustained negative cash flows and operating losses, the Company assessed both of its long-lived asset groups for impairment. The Company compared the expected undiscounted future cash flows of each long-lived asset group against their respective carrying value. While the LockeT asset group was deemed to be recoverable, the Company concluded that the VIVO asset group was not recoverable as its expected undiscounted future cash flows were lower than its carrying value. Accordingly, the Company used a discounted cash flow analysis to estimate the fair value of the VIVO asset group. As a result of the valuation, the Company recorded an impairment loss of  $7.0 million related to its VIVO intangible assets during the year ended December 31, 2025. There were no impairment charges for the year ended December 31, 2024.

Royalties Payable [Policy Text Block]

Royalties Payable Due to Related Parties

 

The Company is obligated to pay royalties related to the sales of LockeT and AMIGO System under various royalty agreements executed by Old Catheter. The Company recognizes a liability for royalty fees incurred and payable based on actual sales of products under current portion of royalties payable due to related parties in the consolidated balance sheets. The Company recognizes a liability for future, estimated royalty payments at fair value under current portion of royalties payable due to related parties in the consolidated balance sheets if it is payable within the next 12 months and under royalties payable due to related parties in the consolidated balance sheets if it is payable 12 months after the balance sheet date. The royalties payable due to related parties is remeasured at each reporting period. Changes in fair value of royalties payable due to related parties are recorded in the consolidated statements of operations in the period in which they occur. See Note 8, Royalties Payable, for additional information.

In Process Research and Development, Policy [Policy Text Block]

Asset Acquisitions and In-process Research and Development

 

The Company accounts for acquisitions of assets or a group of assets that do not meet the definition of a business as asset acquisitions based on the cost to acquire the asset or group of assets, which includes certain transaction costs. In an asset acquisition, the cost to acquire is allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values as of the acquisition date. No goodwill is recorded in an asset acquisition.

 

Assets that are acquired in an asset acquisition for use in research and development activities that have an alternative future use are capitalized as in-process research and development (“IPR&D”) in the consolidated balance sheets. Acquired IPR&D that has no alternative future use as of the acquisition date is recognized as acquired-in-process research and development expense in the consolidated statements of operations as of the acquisition date.

 

Contingent consideration in asset acquisitions that is not accounted for as a derivative is measured and recognized when payment becomes probable and reasonably estimable. Subsequent changes in the accrued amount of contingent consideration are measured and recognized at the end of each reporting period and upon settlement as an adjustment to the cost basis of the acquired asset or group of assets, or, if related to IPR&D with no alternative future use, recognized as expense. Contingent consideration that is in the form of a sales or usage-based royalty payment is recognized as an expense as incurred.

Marketable Securities, Policy [Policy Text Block]

Debt Securities

 

Debt securities consist of the QHSLab Notes, which were received as partial consideration for the PIPE Units and Series B Convertible Preferred Stock issued by the Company under the May 2025 PIPE Financing (see Note 11, Equity Offerings, for further details). One QHSLab Note was originally issued on  August 10, 2021 with a principal amount of $806 thousand, a maturity date of  August 10, 2022, an interest rate of 5% per annum, a default interest rate of 18%, and a conversion rate of 20 cents per share of common stock of QHSLab, Inc. (“QHSLab”) ("2021 Note").  The second QHSLab Note was originally issued on  July 19, 2022 with a principal amount of $440,000, a maturity date of  July 19, 2023, interest rate of 5% per annum, a default interest rate of 18%, and conversion rate of 20 cents per share of common stock of QHSLab (“2022 Note”). Both QHSLab Notes were in default at the date of transfer.

 

Under ASC Topic 320, Investments: Debt Securities, debt securities are classified into one of three categories upon acquisition: held-to-maturity, available-for-sale or trading. Debt securities that the Company has both the positive intent and ability to hold to maturity are classified as held to maturity. Debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading. All other debt securities are classified as available-for-sale. As the Company acquired the QHSLab Notes with the intent of selling them, the QHSLab Notes were classified as trading debt securities. Trading debt securities are initially and subsequently measured at fair value in the consolidated balance sheets.

 

The QHSLab Notes were initially recorded at fair value of $864 thousand at the close of the May 2025 PIPE Financing. In November 2025, the Company sold the QHSLab Notes for cash proceeds of $300 thousand and recognized a realized loss of $564 thousand in net loss on trading debt securities in the consolidated statement of operations. As of December 31, 2025, the Company did not hold any trading debt securities.  

Debt, Policy [Policy Text Block]

Convertible Notes Payable

 

On December 26, 2026, the Company issued two short-term, convertible notes payable. See Note 7, Notes Payable, for additional information on the convertible notes payable.

 

The convertible notes payable represent debt-host financial instruments whose embedded features must be assessed for bifurcation and separate accounting as derivative liabilities under ASC Topic 815, Derivatives and Hedging (“ASC 815”), unless the fair value option is elected under ASC Topic 825, Financial Instruments (“ASC 825”). ASC 825 allows entities to elect the fair value option to measure certain financial assets and liabilities at fair value. The fair value option may be elected on a financial instrument-by- financial instrument basis and is irrevocable, unless a new election date occurs. The fair value option simplifies the accounting by requiring the entire financial instrument to be measured at fair value.

 

As permitted under ASC 825, the Company elected the fair value option to account for the convertible notes payable. The Company records the convertible notes payable at fair value with any changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations. The change in fair value of convertible notes payable includes interest expense accrued for the convertible notes payable. Any portion of the change in fair value that is attributed to a change in the convertible note payables’ credit risk is recognized as a component of other comprehensive income.

 

As a result of applying the fair value option, any debt issuance costs related to the convertible notes payable were expensed as incurred and were not deferred.

Consolidation, Variable Interest Entity, Policy [Policy Text Block]

Variable Interest Entity

 

A variable interest entity ("VIE") is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such that equity investors lack the ability to make significant decisions relating to the entity’s operations through voting rights or do not substantively participate in the gains or losses of the entity. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

 

The Company evaluates its ownership, contractual relationships and other interests in entities to determine the nature and extent of the interests, whether such interests are variable interests and whether the entities are VIEs in accordance with ASC Topic 810, Consolidation ("ASC 810"). These evaluations can be complex and judgmental, involving the use of estimates and assumptions based on available information among other factors. Based on these evaluations, if the Company determines it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE. The equity owned by other stockholders is presented, as applicable, as non-controlling interests in the accompanying consolidated balance sheets, statements of operations, and statements of stockholders’ equity.

 

If a reconsideration event occurs under ASC 810, the Company performs an assessment to determine whether the entity continues to be a VIE, whether the Company still contains a variable interest in the VIE, and whether the Company continues to be or has become the primary beneficiary of the VIE.

 

Cardionomix

 

Cardionomix is a legal entity that was solely created to hold the assets of and to clinically develop and commercialize the CPNS System. The Company holds 82% of the voting, common stock, while the Company’s Chief Executive Officer and his affiliates hold 12%, and other third parties hold the remaining 6%. The Company determined that its controlling equity interest represents a variable interest in Cardionomix, which meets the definition of a VIE as it does not have sufficient equity at risk to finance its activities without additional subordinated financial support. Furthermore, the Company has determined that it is the primary beneficiary of the VIE as it has the power to direct the activities that most significantly impact the VIE’s economic performance through its controlling equity interest. The Company therefore consolidates the results of operations, assets, and liabilities of Cardionomix. The Company did not transfer any assets in exchange for its controlling equity interest in Cardionomix, which did not have any assets or liabilities at formation. Accordingly, the Company did not record any gain or loss upon initial consolidation.

 

As of December 31, 2025, Cardionomix only had a note payable with a carrying value of $1.3 million that was issued in May 2025 in connection with the asset acquisition. This note payable is presented under notes payable of variable interest entities, net of discount in the consolidated balance sheets. Cardionomix does not hold any other material assets or liabilities as of December 31, 2025. Creditors of Cardionomix have no recourse to the Company’s general credit and their claims are limited solely to the assets of Cardionomix.

 

The Company provided financial support to Cardionomix, including the payment of direct transactions costs totaling $0.3 million incurred in connection with the asset acquisition. Currently, unless Cardionomix can obtain its own dedicated financing, the Company does not intend to allocate capital to fund the clinical development of the acquired assets. 

 

The minority equity interest holders are presented as non-controlling interests in the accompanying consolidated balance sheets, statements of operations, and statements of stockholders’ equity.

 

KardioNav

 

KardioNav is a legal entity that was solely created to hold the assets of and to clinically develop and commercialize certain intellectual property related to new cardiac technology. The Company holds 57% of the voting common stock, while the Company’s Chief Executive Officer and his affiliates hold 10%, and other third parties hold the remaining 33%. The Company determined that its controlling equity interest represents a variable interest in KardioNav, which meets the definition of a VIE as it does not have sufficient equity at risk to finance its activities without additional subordinated financial support. Furthermore, the Company has determined that it is the primary beneficiary of the VIE as it has the power to direct the activities that most significantly impact the VIE’s economic performance through its controlling equity interest. The Company therefore consolidates the results of operations, assets, and liabilities of KardioNav. The Company assigned certain intellectual property related to the VIVO System to KardioNav, which was accounted for as a common control transaction under ASC 810 and carried at the Company's carrying value at inception. Furthermore, the fair value of the intellectual property assigned by Chelak to KardioNav was deemed to be de minimis as the intellectual property solely consists of patents and related know-how at the conceptual stage. Therefore, the Company recognized no gain or loss upon initial consolidation. Creditors of KardioNav have no recourse to the Company’s general credit and their claims are limited solely to the assets of KardioNav. During 2025, KardioNav obtained its own financing. The Company currently does not intend to provide financial support to KardioNav.

 

As of December 31, 2025, KardioNav's only assets or liabilities relate to accrued expenses of $17 thousand and notes payable due to related parties with a carrying value of $306 thousand. The notes payable due to related parties are presented under short-term notes payable of variable interest entities due to related parties in the consolidated balance sheets. KardioNav does not hold any other material assets or liabilities. 

 

The minority equity interest holders are presented as non-controlling interests in the accompanying consolidated balance sheets, statements of operations, and statements of stockholders’ equity.

Distinguishing Liabilities From Equity [Policy Text Block]

Distinguishing Liabilities from Equity

 

The Company evaluates equity or liability classification for freestanding financial instruments, including convertible preferred stock, warrants, and options, pursuant to the guidance under ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company classifies as liabilities all freestanding financial instruments that are (i) mandatorily redeemable, (ii) represent an obligation to repurchase the Company’s equity shares by transferring assets, or (iii) represent an unconditional obligation (or conditional obligation if the financial instrument is not an outstanding share) to issue a variable number of shares predominantly based on a fixed monetary amount, variations in something other than the fair value of the Company’s equity shares, or variations inversely related to changes in fair value of the Company’s equity shares.

 

If a freestanding financial instrument does not represent an outstanding equity share and does not meet liability classification under ASC 480, the Company then assesses whether the freestanding financial instrument is indexed to its own stock and meets equity classification pursuant to ASC 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”). The Company further assesses whether the freestanding financial instruments should be classified as temporary equity. Freestanding financial instruments that are redeemable for cash or other assets at a fixed or determinable date, at the option of the holder, or upon the occurrence of an event are classified in temporary equity in accordance with ASC 480. Otherwise, the freestanding financial instruments are classified in permanent equity.

 

See Note 11, Equity Offerings, and Note 12, Preferred Stock, for additional information on the freestanding financial instruments assessed under ASC 480 and ASC 815-40 for equity or liability classification.

Revenue [Policy Text Block]

Revenue Recognition

 

In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company accounts for contracts with customers when there is a legally enforceable contract, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. Revenue is measured as the amount of consideration expected to be received in exchange for transferring promised goods or services. The amount of consideration to be received and revenue recognized may vary due to discounts. A performance obligation is a promise in a contract to transfer a distinct good or service. If there are multiple performance obligations in the customer contract, the Company allocates the transaction price in the contract to each performance obligation based on the relative standalone selling price. The Company does not adjust revenue for the effects of a significant financing component for contracts if the period between the transfer of control and corresponding payment is expected to be one year or less. Revenue is recognized when performance obligations in the customer contract are satisfied. This generally occurs when the customer obtains control of a promised good at a point in time or when a customer receives a promised service over time.

 

Pursuant to ASC 606, the Company applies the following five steps to each customer contract:

 

Step 1: Identify the contract with the customer

 

Step 2: Identify the performance obligations in the contract

 

Step 3: Determine the transaction price

 

Step 4: Allocate the transaction price to the performance obligations in the contract

 

Step 5: Recognize revenue when the Company satisfies a performance obligation

 

The Company has elected as a practical expedient to expense as incurred any costs incurred to obtain a contract as the related amortization period would be one year or less.

 

VIVO System

 

The VIVO System offers 3D cardiac mapping to help localize the sites of origin of idiopathic ventricular arrhythmias in patients with structurally normal hearts prior to electrophysiology studies. Customers are provided with VIVO Positioning Patch Sets, which are custom patches, that are used in conjunction with the VIVO System. The VIVO Positioning Patch Sets are integral to the functionality of the VIVO System. The VIVO System, including the VIVO Positioning Patch Sets, represents the Company’s primary performance obligation. The Company recognizes revenue when physical possession and control of the VIVO System is transferred to the customer upon delivery. The Company also offers customers software upgrades for the VIVO System, which  may be purchased and paid in advance at contract inception. Software upgrades represent stand-ready services, whereby the Company promises to provide software upgrades to the customer when and as upgrades are available. Software upgrade services  may be offered for initial contract terms of one to multiple years. Customers have the option to renew software upgrades services at the end of each term. The software upgrade services represent the Company's second performance obligation, which is recognized evenly over time over the contract term.

 

The Company invoices the customer for the VIVO System and related software upgrades after physical possession and control of the VIVO System has been transferred to the customer. Subsequent renewals for software upgrades are invoiced at inception of the renewed term. The timing of payment for the corresponding invoices depends on the credit terms identified in each customer contract. The software upgrade services revenues during the years ended   December 31, 2025 and 2024 were not material. The Company did not apply any significant judgments, or changes in judgments, that materially affected the determination of the amount or timing of revenue recognized for these arrangements during the years ended December 31, 2025 and 2024.

 

LockeT

 

LockeT was launched by the Company in February 2023 and is a suture retention device indicated for wound healing by distributing suture tension over a larger area in the patient in conjunction with a figure of eight suture closure. LockeT is intended to temporarily secure sutures and aid clinicians in locating and removing sutures efficiently. The LockeT device represents a performance obligation in the customer contract. The Company recognizes revenue when it transfers control of the LockeT device to the customer, which happens when the Company delivers the product to the customer.

 

Disaggregation of Revenue

 

The following table summarizes disaggregated product sales by geographic area (in thousands):

 

  

For the Year Ended December 31,

  

2025

  

2024

Product sales

       

US

 $655  $278

Europe

  164   142

Total product sales

 $819  $420

 

Shipping and Handling, Policy [Policy Text Block]

Shipping and Handling Costs

 

Shipping and handling costs charged to customers are included in net product sales, while all other shipping and handling costs are included in selling, general and administrative expenses in the accompanying consolidated statements of operations.

Advertising Cost [Policy Text Block]

Advertising and Marketing

 

Advertising costs are expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of operations. Advertising costs were $171 thousand and $170 thousand during the years ended  December 31, 2025 and 2024, respectively

Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]

Patents

 

The Company expenses patent costs, including related legal costs, as incurred and records such costs as selling, general and administrative expenses in the accompanying consolidated statements of operations.

Research and Development Expense, Policy [Policy Text Block]

Research and Development

 

Major components of research and development costs include consulting, research grants, supplies, salaries and benefits, and clinical trial expenses. Research and development expenses are charged to operations in the period incurred.

Share-Based Payment Arrangement [Policy Text Block]

Stock-based Compensation

 

The Company recognizes stock-based compensation expense associated with stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) issued to employees, members of the Company’s board of directors and consultants in accordance with ASC Topic 718, Compensation Stock Compensation (“ASC 718”). The Company evaluates whether stock-based awards should be classified and accounted for as liability or equity awards on the date of grant. Furthermore, the Company measures all stock-based awards granted based on their fair value on the date of grant. Stock options are measured at fair value using the Black-Scholes option pricing valuation model (the “Black-Scholes model”), which incorporates various assumptions, including expected term, volatility and risk-free interest rate. The expected term of the options is the estimated period of time until exercise and was determined using the SEC’s safe harbor rules, using an average of vesting and contractual terms, as the Company did not have sufficient historical experience of similar awards. Expected stock price volatility is based on historical volatilities of certain “guideline” companies, as the Company does not have sufficient historical stock price data. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent term. Stock-based compensation expense for all stock-based awards is recognized over the requisite service period, which is generally the vesting period of the respective stock award. Stock-based compensation expense for stock-based awards with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not probable or is not met, no stock-based compensation expense is recognized, and any previously recognized compensation expense is reversed. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur.

Income Tax, Policy [Policy Text Block]

Income Taxes

 

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized.

 

The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining whether it is more likely than not that the position will be sustained on an audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. An uncertain tax position is considered effectively settled on completion of an examination by a taxing authority if certain other conditions are satisfied. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense and other expense, respectively.

 

On July 4, 2025, the One Big Beautiful Bill Act, was signed into law. The legislation did not have a material impact on the Company's income tax expense or effective income tax rate for the year ended December 31, 2025.

 

Earnings Per Share, Policy [Policy Text Block]

Basic and Diluted Net Loss per Share

 

Earnings per share attributable to Catheter Precision, Inc. common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines earnings per share for the holders of the Company’s common shares and participating securities. The Company’s Series X Convertible Preferred Stocks, of which no shares were outstanding as of December 31, 2025, as well as the Series B Convertible Preferred Stock, Series J Convertible Preferred Stock, convertible notes payable and outstanding warrants are participating securities as they contain participating rights in distributions made to common stockholders. Since the participating securities do not include a contractual obligation to share in the losses of the Company, they are not included in the calculation of net loss per share in the periods that have a net loss. In addition, common stock equivalent shares (whether or not participating) are excluded from the computation of diluted loss per share in periods in which they have an anti-dilutive effect on net loss per common share.

 

Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method and treasury stock method, as applicable. In periods in which the Company reports a net loss attributable to Catheter Precision, Inc. common stockholders, diluted net loss per share attributable to Catheter Precision, Inc. common stockholders is the same as basic net loss per share attributable to Catheter Precision, Inc. common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Diluted net loss per share is equivalent to basic net loss per share for the periods presented herein because common stock equivalent shares from outstanding warrants, stock options, convertible notes payable, Series B Convertible Preferred Stock and Series J Convertible Preferred Stock were anti-dilutive (see Note 10, Net Loss per Share).

 

Net income or loss attributable to Catheter Precision, Inc. common stockholders consists of net income or loss attributable to Catheter Precision, Inc., as adjusted for actual and deemed dividends declared, if applicable. 

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Pronouncements 

 

In  December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after  December 15, 2024, with early adoption permitted. The Company elected to prospectively adopt the guidance. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements, but did require enhanced income tax disclosures in the notes to the consolidated financial statements. See Note 15, Income Taxes, for related disclosures.

 

Recently Issued Accounting Pronouncements

 

In  November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), Clarifying the Effective Date ("ASU 2025-01"). ASU 2024-03 requires the disaggregation of certain costs and expenses in the notes to the financial statements to provide enhanced transparency into the expense captions presented on the face of the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for the Company’s Annual Report on Form 10-K for the fiscal year ending  December 31, 2027 and for interim periods beginning in 2028. The guidance  may be applied on a prospective or retrospective basis and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements.

 

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"), which provides a practical expedient for entities to estimate expected credit losses on current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC 606. ASU 2025-05 is effective for the Company for annual periods beginning after December 15, 2025, and interim periods within those annual periods. The Company is evaluating the impact of this standard on its financial statements and related disclosures. The Company does not expect this update to have a material effect on the Company's consolidated financial statements.

 

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements ("ASU 2025-11"), which is intended to clarify and improve certain aspects of interim financial reporting, including the requirements for interim disclosures and the application of recognition and measurement guidance in interim periods. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Adoption can be applied prospectively or retrospectively. The Company is currently evaluating the potential impact that ASU 2025-11 may have on its consolidated financial statements and related disclosures. The Company does not expect this update to have a material effect on the Company's consolidated financial statements.