Financial Performance - For fiscal year 2025, net revenues decreased to $34,191,000 from $51,030,300 in fiscal year 2024, representing a decline of approximately 33.1%[66] - Gross margin for fiscal year 2025 was $21,027,700, down from $32,984,900 in fiscal year 2024, indicating a decline of approximately 36%[66] - Net loss for fiscal year 2025 was $5,263,600, compared to a net earnings of $546,400 in fiscal year 2024, marking a significant downturn[66] - Other income fell to $2,109,000 in fiscal year 2025 from $9,394,300 in fiscal year 2024, a decrease of approximately 77.6%[69] - The effective tax rate decreased to 23.2% for fiscal year 2025 from 25.6% in fiscal year 2024, primarily due to fluctuations in sales mix and eligible credits[70] Brand Partner Activity - The PaperPie division added 7,800 new Brand Partners in fiscal year 2025, down from 10,800 in fiscal year 2024, resulting in a total of 7,800 active Brand Partners at the end of fiscal year 2025 compared to 15,000 in fiscal year 2024[53] - The average number of active Brand Partners decreased by 6,000, or 32.8%, to 12,300 in fiscal year 2025 from 18,300 in fiscal year 2024[71] - Active Brand Partners decreased from 15,000 in fiscal year 2024 to 7,800 in fiscal year 2025, with 7,800 new Brand Partners added during fiscal year 2025[53] - Approximately 17.3% of active Brand Partners maintained consignment inventory at the end of fiscal year 2025, with total consignment inventory costs of $1.3 million[118] Operating Expenses - Total operating expenses for fiscal year 2025 were $27,803,300, a decrease from $38,885,800 in fiscal year 2024, reflecting a reduction of approximately 28.5%[66] - Total operating expenses for PaperPie decreased by $9.3 million, or 36.0%, to $16.5 million for the fiscal year ended February 28, 2025[73] - Operating expenses decreased by $0.5 million, or 26.3%, to $1.4 million for the fiscal year ended February 28, 2025, compared to $1.9 million for the previous fiscal year[78] Inventory Management - Noncurrent inventory balances were $16.3 million as of February 28, 2025, compared to $12.3 million at February 29, 2024, with valuation allowances of $0.7 million and $0.6 million respectively[117] - Management has estimated a valuation allowance for inventory, including reserves for consigned inventory, of $1.2 million at February 28, 2025, compared to $1.0 million at February 29, 2024[119] - The total cost of inventory on consignment with Brand Partners was $1.3 million and $1.4 million at February 28, 2025 and February 29, 2024, respectively[118] Cash Flow and Financing - Cash flows from operations were positive at $3,211,700 during fiscal year 2025 despite a net loss of $5,263,600[82] - The Company executed multiple amendments to its credit agreement, with the latest extending the maturity date of the Revolving Loan to July 11, 2025, and adjusting the interest rate to SOFR + 6.00%[100] - As of the end of fiscal year 2025, the revolving bank credit facility loan balance was $4.2 million with $0.6 million of borrowing availability[81] - Cash used in financing activities totaled $3,083,000, consisting of net payments on the line of credit and term debt[87] Division Performance - PaperPie net revenues decreased by $15.7 million, or 34.4%, to $29.9 million for the fiscal year ended February 28, 2025, compared to $45.6 million for the fiscal year ended February 29, 2024[71] - Publishing division net revenues decreased by $1.1 million, or 20.4%, to $4.3 million for fiscal year ended February 28, 2025, due to the new distribution agreement with Usborne[76] - Gross margin for PaperPie decreased by $11.5 million, or 38.5%, to $18.4 million, with gross margin as a percentage of net revenues decreasing to 61.8% from 65.5%[72] - Gross margin for the Publishing division decreased by $0.5 million, or 16.1%, to $2.6 million, while gross margin as a percentage of net revenues increased to 59.5% from 57.5%[77] Debt Management - The Company plans to reduce debt by selling owned real estate, with proceeds expected to pay off Term Loans and the Revolving Loan[104] - The Company has taken steps to address concerns about its ability to continue as a going concern by planning to reduce debt through the sale of owned real estate[104]

Financial Performance - Interactive Strength Inc. reported quarterly revenue of $1.4 million, a nearly 400% increase from the prior-year period[3]. - The net loss for the quarter was $6.6 million, or $1.74 per diluted share, compared to a net loss of $11.4 million and $2,681.82 per share in the same period last year[3]. - Adjusted EBITDA loss was $2.5 million, reflecting a 29% year-over-year improvement in operational efficiency[1]. - Fitness product revenue increased significantly to $1,050 million in Q1 2025 from $53 million in Q1 2024, representing a growth of 1,877%[24]. - Total revenue for Q1 2025 reached $1,356 million, a substantial increase compared to $363 million in Q1 2024, marking a growth of 273%[24]. - Gross loss improved to $(304) million in Q1 2025 from $(1,200) million in Q1 2024, indicating a reduction in losses by 74.7%[24]. - Total operating expenses decreased to $6,008 million in Q1 2025 from $8,241 million in Q1 2024, a reduction of 27%[24]. - Net loss attributable to common stockholders narrowed to $(6,603) million in Q1 2025 compared to $(11,394) million in Q1 2024, reflecting a 42% improvement[24]. Cash and Equity Position - Cash and cash equivalents increased to $2,207 million as of March 31, 2025, up from $138 million at the end of 2024[26]. - Total assets grew to $37,816 million as of March 31, 2025, compared to $34,170 million at the end of 2024, an increase of 7.8%[26]. - Total liabilities decreased to $24,060 million as of March 31, 2025, down from $27,055 million at the end of 2024, a reduction of 11%[26]. - Stockholders' equity increased to $13.8 million, up from $7.1 million at year-end 2024, enhancing compliance with Nasdaq listing requirements[4]. Future Outlook and Guidance - The company raised its full-year 2025 pro forma revenue guidance to more than $75 million, a greater than 15% increase from the previous guidance of $65 million[5]. - The pending acquisitions of Sportstech and Wattbike are expected to contribute more than $20 million in pro forma revenue during the first quarter[6]. - The company anticipates generating positive adjusted EBITDA in Q4 2025, having approached this milestone on a pro forma basis in Q1[6]. - The acquisition activity and improved shareholder equity are expected to lead to a transformational year for the company[6]. Business Operations - The company operates under two main brands: CLMBR and FORME, focusing on innovative specialty fitness equipment and digital fitness services[8]. - The company emphasizes the importance of adjusted EBITDA as a measure of operating performance, excluding various expenses that can vary significantly between companies[15]. Cash Flow Activities - The company reported net cash used in operating activities of $(3,545) million for Q1 2025, compared to $(2,959) million in Q1 2024[28]. - The company raised $7,771 million in net cash from financing activities in Q1 2025, compared to $4,615 million in Q1 2024, indicating a 68% increase[28].

Financial Transactions - The company closed a private placement offering on December 1, 2021, for gross proceeds of approximately $21 million, after deducting $1.4 million for underwriting discounts and commissions [150]. - The company entered into an At the Market Offering Agreement on March 5, 2024, allowing for the issuance of shares with an aggregate offering price of up to $1,500,000, resulting in net proceeds of approximately $1,239,000 after offering costs [151]. - A public offering on October 29, 2024, resulted in gross proceeds of approximately $4,998,464, intended for debt repayment and potential acquisitions [159]. - The company entered into a Purchase Agreement on September 19, 2024, for a loan of $1,000,000 with an interest rate of 18% per annum, which was paid off on October 31, 2024 [157][158]. Stock and Compliance - A reverse stock split of 1-for-20 was approved and became effective on September 13, 2024, allowing the company to regain compliance with Nasdaq listing requirements [154][155]. Revenue and Expenses - Revenue decreased by approximately $1,232,000, or 54%, from approximately $2,290,000 for the three months ended March 31, 2024, to approximately $1,058,000 for the three months ended March 31, 2025, primarily due to a decrease of 2,932 specimens, or approximately 56% [188]. - Cost of revenue decreased by approximately $343,000, or 34%, from approximately $1,000,000 for the three months ended March 31, 2024, to approximately $657,000 for the three months ended March 31, 2025 [190]. - Technology expenses decreased by approximately $367,000, or 40%, from approximately $912,000 for the three months ended March 31, 2024, to approximately $545,000 for the three months ended March 31, 2025 [191]. - Sales and marketing expenses decreased by approximately $319,000, or 48%, from approximately $666,000 for the three months ended March 31, 2024, to approximately $347,000 for the three months ended March 31, 2025 [193]. - General and administrative expenses decreased by approximately $1,345,000, or 64%, from approximately $2,104,000 for the three months ended March 31, 2024, to approximately $759,000 for the three months ended March 31, 2025 [196]. - Total operating expenses decreased by approximately $2,594,614, or 49%, from approximately $5,290,513 for the three months ended March 31, 2024, to approximately $2,695,899 for the three months ended March 31, 2025 [187]. Operational Performance - Loss from operations improved by approximately $1,362,131, or 45%, from a loss of $3,000,520 for the three months ended March 31, 2024, to a loss of $1,638,389 for the three months ended March 31, 2025 [187]. - The company capitalized approximately $0 of internally developed software costs during the three months ended March 31, 2025, compared to approximately $275,000 for the same period in 2024, reflecting a 100% decrease [192]. - Other income decreased by approximately $118,000, or 120%, from an income of approximately $98,000 for the three months ended March 31, 2024, to an expense of approximately $20,000 for the three months ended March 31, 2025 [197]. Cash Flow and Working Capital - Cash and cash equivalents decreased by approximately $1,095,845, or 58%, from $1,878,408 as of December 31, 2024, to $782,563 as of March 31, 2025 [198]. - Working capital deficit increased by approximately $1,209,228, or 55%, from $(2,182,488) to $(3,391,716) during the same period [198]. - Net cash flows used in operating activities improved by approximately $976,518, or 47%, from $(2,072,363) for the three months ended March 31, 2024, to $(1,095,845) for the three months ended March 31, 2025 [198]. - The company reported a net loss of approximately $1,658,000 for the three months ended March 31, 2025, compared to a net loss of approximately $2,902,000 for the same period in 2024 [202]. - The company has an accumulated deficit of approximately $73,521,000 as of March 31, 2025 [199]. Strategic Initiatives - The company is reevaluating pricing and enhancing internal communications to address current market conditions and improve operational efficiency [163]. - The company achieved a reduction in monthly compensation costs of approximately 93% and technology costs of approximately 73% during the first quarter of 2025 compared to the same period in 2024 [199]. - The company terminated 180 supplier agreements during the year ended December 31, 2024, as part of its "supplier network refresh project" to focus on high-value suppliers [172]. Market Conditions - The ongoing Russian-Ukrainian war negatively impacted the company’s supply chain, causing delays and affecting margins due to the unavailability of suppliers in those regions [165]. - The company has experienced negative effects of inflation, particularly affecting employee salaries and supply costs, but long-term contracts have mitigated significant impacts on specimen costs [211][212]. - Management's plans to continue as a going concern include generating additional revenues and deferring certain projects, but there is no assurance of success in these efforts [201]. Company Mission - The company’s mission is to accelerate life sciences research through a global marketplace platform, focusing on growth and scalability [167].

Revenue Performance - Total revenue for Q1 2025 reached $1,356,000, a significant increase from $363,000 in Q1 2024, representing a growth of 273%[11] - Fitness product revenue surged to $1,050,000 in Q1 2025, compared to $53,000 in Q1 2024, marking an increase of 1,877%[11] - Membership revenue increased to $176,000 for the three months ended March 31, 2025, up from $155,000 in the prior year, reflecting a growth of 13.5%[70] - Training revenue decreased to $130,000 for the three months ended March 31, 2025, down from $155,000 in the same period of 2024, indicating a decline of 16.1%[70] - Woodway, the exclusive distributor, represented 71% of the Company's total revenue for the three months ended March 31, 2025[206] Financial Losses and Improvements - The company reported a gross loss of $304,000 in Q1 2025, an improvement from a gross loss of $1,200,000 in Q1 2024[11] - The net loss attributable to common stockholders for Q1 2025 was $6,603,000, compared to a net loss of $11,394,000 in Q1 2024, indicating a 42% improvement[11] - The net loss for the three months ended March 31, 2025, was $6.603 million, a decrease from a net loss of $11.394 million in the same period of 2024, indicating an improvement of 42%[54] - The company reported a net loss of $6,603,000 for the quarter ending March 31, 2025[16] Operating Expenses and Cash Flow - Total operating expenses decreased to $6,008,000 in Q1 2025 from $8,241,000 in Q1 2024, reflecting a reduction of 27%[11] - Net cash used in operating activities was $3.5 million for the three months ended March 31, 2025, compared to $2.96 million in the prior year, reflecting ongoing operational challenges[17]. - The company reported a net cash provided by financing activities of $7.77 million during the reporting period, indicating successful capital raising efforts[17]. Assets and Liabilities - Cash and cash equivalents increased to $2,207,000 as of March 31, 2025, up from $138,000 as of December 31, 2024[9] - Total assets grew to $37,816,000 as of March 31, 2025, compared to $34,170,000 as of December 31, 2024, representing an increase of 8%[9] - Total liabilities decreased to $24,060,000 as of March 31, 2025, down from $27,055,000 as of December 31, 2024, a reduction of 11%[9] - The company has a significant accumulated deficit of $209.4 million as of March 31, 2025, highlighting ongoing financial challenges[33]. Stock and Equity Transactions - The weighted average common stock outstanding for basic and diluted was 3,804,106 shares in Q1 2025, compared to 4,249 shares in Q1 2024[11] - The company issued $1,500,000 in Series B preferred stock upon the acquisition of CLMBR, Inc.[15] - The issuance of common stock from the At the Market offering amounted to $1,594,000[15] - The issued and outstanding common stock increased from 1,402,102 shares as of December 31, 2024, to 7,953,570 shares as of March 31, 2025[181] - The Company issued 821,500 shares of common stock from At the Market offering in February 2025[189] Debt and Financing - The company incurred a total outstanding debt of approximately $10.9 million as of the issuance date, with about $9.0 million scheduled to mature over the next twelve months[33]. - The Company entered into a Term Loan agreement for approximately $8.0 million, with a guarantee fee of $2.3 million due at maturity, and the outstanding principal amount was approximately $5.0 million as of April 24, 2024[82][84] - The carrying value of the Term Loan as of March 31, 2025, was $3.289 million, with total interest expense recognized of $60,000 for the three months ended March 31, 2025[91] - The Company recorded a debt discount of $2.0 million and incurred $0.3 million of debt issuance costs related to the January 2025 Convertible Notes, which will be amortized over the life of the notes[114] Legal and Compliance Issues - The Company has received two notices from Nasdaq regarding noncompliance with listing requirements, but has since regained compliance with both the minimum stockholders' equity and publicly held shares requirements[38] - The Company is subject to a Mandatory Panel Monitor for one year following compliance with Nasdaq rules, which could lead to delisting if future compliance is not maintained[38] - The Company is involved in legal proceedings with a potential liability of $2.2 million related to a breach of contract claim[179] Accounting and Reporting Changes - The Company has adopted ASU 2023-07 for segment reporting, enhancing disclosures about significant segment expenses, effective for the 2024 annual period[48] - The Company is currently evaluating the impact of new accounting standards, including ASU 2020-04 and ASU 2022-06, but does not expect them to have a material impact on financial statements[49]

Financial Performance - Net revenues decreased by $23.9 million, or 41%, to $34.9 million for the three months ended March 31, 2025, from $58.8 million for the same period in 2024[247] - Gross profit was $4.8 million, representing a decrease of $14.0 million, or 74.4%, for the three months ended March 31, 2025, compared to $18.8 million for the same period in 2024[247] - Operating loss was $2.9 million for the three months ended March 31, 2025, reflecting an increase of $13.1 million from an operating income of $10.3 million for the same period in 2024[247] - Net loss was $2.1 million for the three months ended March 31, 2025, compared to a net income of $9.6 million for the same period in 2024[247] Revenue Breakdown - Net revenues from sales of batteries for light electric vehicles increased by $1.3 million, or 88%, to $2.8 million for the three months ended March 31, 2025, compared to $1.5 million in the same period of 2024[254] - Net revenues from sales of batteries for residential energy supply and uninterruptable power supplies decreased by $25.8 million, or 60%, to $17.0 million for the three months ended March 31, 2025, from $42.8 million for the same period in 2024[255] Cost and Expenses - Cost of revenues decreased to $30.1 million for the three months ended March 31, 2025, compared to $40.0 million for the same period in 2024, a decrease of $9.9 million, or 25%[257] - Gross profit margin for the three months ended March 31, 2025, was 13.7%, down from 31.9% for the same period in 2024[258] - Research and development expenses increased to approximately $3.0 million for the three months ended March 31, 2025, up from approximately $2.8 million for the same period in 2024, representing a 9% increase[259] - Sales and marketing expenses decreased to approximately $0.9 million for the three months ended March 31, 2025, down from approximately $1.7 million for the same period in 2024, a decrease of 48%[260] - General and administrative expenses decreased to $3.8 million, or 11% of revenues, for the three months ended March 31, 2025, compared to $4.1 million, or 7% of revenues, for the same period in 2024, a decrease of 7%[261] Cash Flow and Working Capital - As of March 31, 2025, cash and cash equivalents were $47.5 million, total current assets were $143.2 million, and total current liabilities were $175.5 million, resulting in a net working capital deficit of $32.3 million[267] - The accumulated deficit as of March 31, 2025, was $126.1 million, raising substantial doubts about the company's ability to continue as a going concern[268] - As of March 31, 2025, the company had net cash used in operating activities of $9.7 million, primarily due to an increase in inventories of $8.7 million and trade and bills receivable of $7.4 million[302] - The net cash provided by operating activities for the three months ended March 31, 2024, was $7.4 million, attributed to a net income of $12.4 million[303] - Net cash used in investing activities was $9.9 million for the three months ended March 31, 2025, mainly for purchases of property, plant, and equipment[304] - The company reported net cash provided by financing activities of $5.9 million in the three months ended March 31, 2025, primarily from $24.3 million in bank borrowings[306] Debt and Financing - The company entered into new banking facilities with Bank of Communications for a maximum loan amount of RMB155.8 million (approximately $21.5 million) on January 22, 2025[270] - The company incurred finance expenses, net of $39,093 for the three months ended March 31, 2025, compared to finance income of $9,663 for the same period in 2024[263] - The company entered into a short-term credit-guaranteed loan agreement with Zhejiang Shangyu Rural Commercial Bank for RMB5 million (approximately $0.7 million) at an interest rate of 4.1% per annum, which was early repaid on September 27, 2024[281] - A short-term loan agreement with China Zheshang Bank Co., Ltd Shangyu Branch was established for RMB5.5 million (approximately $0.8 million) at an interest rate of 4.05% per annum, with early repayment on January 24, 2025[282] - The company borrowed RMB10 million (approximately $1.4 million) from Bank of China at an interest rate of 3.0% per annum, which was early repaid on August 23, 2024[283] - A new short-term credit-guaranteed loan agreement for RMB15 million (approximately $2.1 million) was entered into with Zhejiang Shangyu Rural Commercial Bank, bearing an interest rate of 4.00%[284] - As of March 31, 2025, the total principal amounts outstanding under credit facilities and lines of credit were $91.5 million, with a maximum available amount of $100.4 million[309] Future Outlook and Investments - The company expects gross profit margins to gradually recover upon the upgrade from Model 26650 to Model 40135[258] - The company plans to expand product lines and manufacturing capacity, requiring additional funding and potential future equity or debt financing[299] - Capital expenditures for Q1 2025 were $12.6 million, up from $7.9 million in Q1 2024, primarily for facility upgrades in Dalian, Nanjing, and Zhejiang[310] - Total capital expenditures for fiscal year 2025 are estimated to reach approximately $50 million, focused on constructing new plants and battery module packing lines[310] Accounting Policies - There were no material changes to critical accounting policies from the previous year, as disclosed in the audited consolidated financial statements for the year ended December 31, 2024[312]

Financial Transactions - Educational Development Corporation executed a Purchase and Sale Agreement for its headquarters and distribution warehouse for a total sale price of $35,150,000[6]. - The proceeds from the sale will be used to pay off outstanding Term Loans and Revolving Loan in the Credit Agreement with the Company's Bank[7]. - The sale agreement includes a 90-day due diligence period for the Buyer to secure financing and perform inspections[8]. - The Hilti Complex sale does not include approximately 17 acres of undeveloped land, which will remain under the ownership of Educational Development Corporation[7]. Lease Agreements - The new lease with the Buyer will have an initial term of 10 years at a rate of $8.62 per square foot, with 2.0% annual escalations starting in year two[9]. - The Company will assign existing tenant leases to the Buyer and enter into a new lease for its occupied space in the Hilti Complex[7]. - The initial lease will include typical triple-net terms, where the Seller is responsible for utilities, insurance, property taxes, and regular maintenance[9]. Corporate Governance - The Board of Directors approved the addition of Steven Hooser as a Class I Director, who will serve on the Audit, Compensation, and Governance Committees[13]. Financial Reporting - Educational Development Corporation announced its fiscal 2025 financial results on May 19, 2025, with a corresponding earnings call scheduled for the same day[14]. - Educational Development Corporation's fiscal 2025 earnings call will take place at 3:30 PM CT on May 19, 2025[14].

Transaction Details - The Buyer, Cardionomix, Inc., will acquire Purchased Assets from Seller, Cardionomic, LLC, for a total consideration of $1,500,000 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]

Acquisition Details - The Buyer, Cardionomix, Inc., will acquire Purchased Assets from Seller, Cardionomic, LLC, for a total consideration of $1,500,000 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]

Financial Performance - The cumulative outstanding net profits shortfall decreased from approximately $1.1 million to approximately $0.6 million, resulting in no distribution for May 2025[3]. - Recorded oil cash receipts totaled $2.8 million for the current month, consistent with the prior month, while natural gas cash receipts increased by $0.1 million to $1.0 million[5][6]. - Total accrued operating expenses decreased by $0.2 million to $2.1 million, while capital expenditures remained steady at $1.0 million[7]. Production and Pricing - Oil production for January 2025 was reported at 37,927 Bbls, with an average wellhead price of $72.92/Bbl, while natural gas production for December 2024 was 379,445 Mcf at $2.66/Mcf[5][6]. - The Trust owns a net profits interest representing 80% of the net profits from oil and natural gas production from properties in Texas, Louisiana, and New Mexico[9]. Future Distributions - The Trust will not receive proceeds from net profits interest until the cumulative shortfall is eliminated, with expectations of returning to positive net profits in 2025 based on current commodity prices[8]. - Future distributions are expected to fluctuate based on production volumes, oil and gas prices, capital expenditures, and administrative expenses[9]. - The anticipated distribution is influenced by cash received from the Sponsor, which is affected by commodity price volatility[10]. - Low oil and natural gas prices may reduce profits and cash available for distribution, potentially resulting in no distributions in certain periods[10]. Risks and Considerations - The Trust's filings with the SEC detail risks associated with investments in its units, including potential future capital expenditures exceeding historical averages[10].

Reserves and Production - The company reported proved developed reserves of 5,757 MBbls of oil, 3,676 MBbls of NGLs, and 24,749 MMcf of gas for 2023, with total reserves increasing to 13,558 MBoe[52]. - The Gulf Coast region had 452 MBoe of proved reserves, representing 1.7% of total proved reserves as of December 31, 2024[60]. - As of December 31, 2024, the company had 359 producing wells in the Mid-Continent region, with an average net daily production of 806 Boe[63]. - In West Texas, the company had 543 wells, with an average net daily production of 13,749 Boe, representing 88.3% of total proved reserves[65]. - Average net daily production reached 14,707 Boe per day as of December 31, 2024, with 13,749 Boe per day coming from Texas[59]. Financial Performance - The company reported a net income of $9.1 million, or $5.40 per share, for the three months ended March 2025, compared to $11.3 million, or $6.27 per share, for the same period in 2024[71]. - Oil, gas, and NGLs sales increased by 21.02% to $47.2 million for the three months ended March 2025, up from $39.0 million in the same period of 2024[72]. - Production and ad valorem taxes increased by 10.77% to $3.3 million for the first quarter of 2025, reflecting higher gas and natural gas liquid revenues[74]. - Depreciation, depletion, and amortization increased by 97.3% to $20.4 million for the first quarter of 2025, due to increased production from new wells[76]. Capital Expenditures and Investments - The company invested $113 million in 48 horizontal wells in West Texas in 2024, with plans to invest $118 million in 38 horizontal wells in 2025[82]. - The company anticipates investing over $100 million in future drilling activities targeting the Wolfcamp "D" pay zone in Reagan County[70]. - The company has identified 25 horizontal locations across its acreage in Upton and Martin counties that could be drilled in the near term, requiring an investment of approximately $76 million[70]. - The Company aims to maintain a strong balance sheet and ample liquidity, with a capital budget reflective of commodity prices and expected cash flows for 2025[81]. Debt and Credit Facilities - The Company has a reserves-based line of credit totaling $300 million, with a current borrowing base of $115 million[86]. - As of May 14, 2025, the Company's outstanding borrowings under this line are $24.0 million[86]. - The next borrowing base review is scheduled for June 2025, and the bank reviews the borrowing base semi-annually[86]. - The Company is currently in compliance with financial and operational covenants and expects to remain compliant over the next twelve months[86]. - The Company’s oil and gas properties are pledged as collateral for the line of credit[86]. Market Conditions and Future Outlook - Natural gas prices averaged $2.13 per MMBtu in 2024, down from $2.64 per MMBtu in 2023 and $6.36 per MMBtu in 2022[57]. - Oil prices averaged $75.48 per barrel in 2024, compared to $78.22 per barrel in 2023 and $93.67 per barrel in 2022[57]. - Future development plans are contingent on cash flow expectations and the availability of funds from the revolving credit facility[51]. - The ability to borrow under the revolving credit facility may be limited if there is a decrease in the borrowing base due to commodity price declines[86]. - Future drilling and development plans will be based on expected cash flows from operations and availability of funds[85]. - The Company may face a decrease in its borrowing base due to lower natural gas or oil prices, operational difficulties, or declines in reserves[86]. Strategic Initiatives - The company is actively pursuing acquisitions of producing properties to enhance its asset base and stockholder value[46]. - The company has no current derivative contracts and does not plan to enter into new contracts unless necessary for credit stability[48]. - The majority of the Company's capital spending is discretionary and will depend on the assessment of the oil and gas business environment[87]. - The Company is not required to enter into any hedge agreements as the borrowing base utilization percentage is less than 15%[85].