Catheter Precision Inc

This proposal asks shareholders to approve a plan of conversion that would change the company’s state of incorporation from Delaware to Nevada and adopt Nevada articles and bylaws. Management’s stated rationales include material cost savings from eliminating Delaware franchise tax obligations, perceived reductions in litigation exposure under Nevada law, broader indemnification/exculpation and director/officer protections afforded by Nevada statutes, and greater corporate flexibility for structuring governance. The Nevada charter being proposed would also eliminate the Company’s current classified (staggered) board, converting to annual elections for all directors, which management presents as an accountability-enhancing change for stockholders. Tax and corporate law advisors would typically evaluate whether the conversion qualifies as a tax-free reorganization; management intends it to so qualify and discloses dissenters’ (appraisal) rights and the mechanics for effecting the conversion. The board emphasizes continuity of operations — all outstanding securities, contracts and listings would carry over — but notes stockholders should be aware of substantive differences between Delaware and Nevada (e.g., different approaches to fiduciary duty law, removal standards, and dissenters’ rights). While the Board frames the change as lowering recurring fees and improving protections for officers and directors, some stockholders may weigh the loss of Delaware’s deep body of corporate jurisprudence and the practical implications of opt-outs (e.g., of Nevada control-share and combination statutes) on future transactions. The proposal is therefore a governance and structural change as much as a cost-savings measure; the Board recommends a FOR vote while disclosing the effects and the elimination of the staggered board as part of the package of changes that shareholder approval would effect.

This proposal would authorize an amendment to the Series J preferred terms allowing the Board to lower the fixed $1.56 conversion price after obtaining stockholder approval, subject to a floor equal to the lesser of $0.23 or the lowest conversion price of outstanding Series C preferred stock. Management positions this change as operational flexibility: by permitting conversion at lower prices when market conditions warrant, the company could convert preferred obligations into common stock, reducing preferred overhang and simplifying the capital structure, which management asserts could help meet NYSE American listing equity thresholds and improve financial statement clarity. The Series J shares were issued to the CEO and his affiliated vehicle in exchange for royalty liabilities; as disclosed, Mr. Jenkins and FatBoy Capital are the sole holders of Series J and therefore stand to benefit directly if the Board lowers the conversion price, and Mr. Jenkins abstained from the independent-board vote approving the amendment. The Board and independent directors justify the amendment as an inducement for continued executive service and as a useful tool to promote conversion under appropriate circumstances, but the proposal poses a material dilution risk: Board-set conversion at the $0.23 floor would multiply the common shares issuable upon conversion many-fold, dramatically diluting common holders. NYSE rules require shareholder approval for potential 20%+ issuances, which is why this vote is being sought. The governance concern centers on the discretionary authority given to management to set conversion prices affecting affiliated persons; while approved by disinterested directors, stockholders should weigh the tradeoff between flexibility to remediate capital structure and concentrated economic benefit to insiders in a scenario where the Board uses its discretion to set deeply dilutive conversion prices. The Board recommends FOR but explicitly discloses the conflicts and the dilutive consequences so investors can evaluate the authority being granted.

This proposal seeks shareholder authorization to permit the Series M warrants—340,000 warrants issued to the CEO and his affiliated investment vehicle—to become exercisable and to allow issuance of up to 340,000 common shares upon exercise. The Series M warrants were issued as consideration for extending related‑party promissory notes; NYSE American listing rules require shareholder approval for potential issuances to related parties that exceed specified thresholds, hence this vote. Management frames the proposal as a routine compliance step that, if approved, will allow the company to collect exercise proceeds (approximately $530,400 at $1.56 per share if exercised in full) and is part of negotiated extensions with related lenders; the independent directors approved the issuance with the CEO abstaining. Economics and governance considerations are clear: approval results in dilution (the potential issuance represents a single-digit percentage of outstanding common stock at the Record Date but materially increases share count relative to the trading float), and the beneficiaries are senior insiders, which raises potential conflicts even if the terms were independently negotiated. The Board recommends FOR on the basis that the transaction was approved by disinterested directors and supports the company's capital needs and creditor relationships, but investors should consider the dilution and the related-party nature of the counterparties when evaluating the merits. If not approved, the warrants remain outstanding but unexercisable; if approved, the company may receive cash proceeds upon exercise and the holders may convert their warrants into common stock subject to call provisions. The vote is therefore both a governance compliance vote and an economic one, balancing capital-raising potential against insider benefit and dilution.

This proposal requests shareholder approval to increase the equity pool under the company’s 2023 equity incentive plan by 5,000,000 shares to replenish a reserve that the board describes as nearly exhausted (only 67,888 shares remaining as of March 31, 2026). Management argues the increase is needed to continue making meaningful equity grants to employees, directors and consultants as a core element of compensation—particularly given limited cash resources and ongoing dilution from recent financings that have expanded the company’s outstanding and convertible share count. The board considered dilution effects and concluded that the benefits of incentivizing and retaining personnel outweigh the incremental dilution; it also highlights an evergreen quarterly provision that increases the pool over time. From an investor-analytics perspective, approving the increase will accelerate potential dilution, especially where conversion of multiple series of preferred securities is already expected; however, management asserts that without an adequate pool the company cannot effectively motivate or retain talent critical to execution. The proposal is presented as a discretionary authorization—the compensation committee will determine the timing and recipients of awards—so shareholders are asked to trust committee governance and oversight mechanisms. The Board recommends FOR, emphasizing alignment of employee interests with shareholders and the operational necessity of available equity for hiring and retention, but stockholders should evaluate the proposed increase in the context of total potential fully diluted capitalization and recent dilutive financings disclosed in the proxy.

The company requests shareholder approval to reprice existing outstanding options that are underwater—i.e., have exercise prices above the current market price—to the Fair Market Value on the approval date. Management argues that because the company’s stock price has declined such grants no longer serve as effective retention or performance incentives, and that repricing is necessary to realign award economics with performance expectations and to retain key employees. The plan authorizes repricing with shareholder consent, and management discloses the aggregate number of options affected and the participants (including named executives and directors). From a governance perspective, repricing can be sensible if used judiciously to restore incentives, but it raises classic shareholder concerns about rewarding past underperformance, potential dilution, and whether alternative retention tools (e.g., fresh option grants, RSUs, or cash awards) might better align interests. The company discloses that repricing will not change term, vesting or share counts, and outlines tax consequences for ISOs that holders should consider (e.g., reset of ISO holding periods and Section 422 limits). The Board recommends FOR, viewing repricing as a one-time corrective measure to preserve incentive value, but shareholders should weigh the net benefit to shareholder value, the disclosure of recipients and sizes, and whether appropriate governance safeguards (e.g., independent committee oversight, non-repricings without approval) are in place to limit abuse.

This proposal asks shareholders to authorize the meeting chair or board to adjourn or postpone the annual meeting, if necessary, in order to solicit additional proxies to obtain approval of other proposals. Management seeks this mechanic as a standard procedural tool—if the company lacks sufficient votes at the scheduled meeting to carry non-routine proposals, adjournment allows additional outreach to holders without reconvening a separate meeting. From a governance perspective, the adjournment authority is routine and intended to facilitate efficient corporate decision-making and avoid logistical complications of scheduling another full meeting; however, it also gives the board limited discretion to extend solicitation, which some investors scrutinize if used opportunistically. The Board represents that any adjournment would be employed only to secure lawful and informed shareholder votes and to complete the business described in the proxy, not as a device to delay or frustrate shareholder action. The board recommends FOR to preserve the flexibility to complete the solicitation process and ensure that the full slate of proposals can be considered with an adequate vote count.