Catheter Precision Inc

This management proposal requests shareholder approval under NYSE American Rule 713(a) to authorize the potential issuance of Common Stock underlying multiple series of Series C convertible preferred stock sold in private placements (Series C-1 through C-4) pursuant to two Securities Purchase Agreements entered February 6 and March 9, 2026. Management seeks approval because the potential conversions could exceed NYSE thresholds (more than 19.99% of outstanding shares) at prices below certain exchange price tests; without approval the company cannot issue the conversion shares and future closings are conditioned on shareholder approval. The filings describe initial conversion pricing and post-approval or effective-date adjustments that may reduce conversion prices to 80% of certain market prices subject to a $0.35 floor that the company may waive, and also permit the company and required holders to agree to voluntary conversion price reductions, creating substantial potential dilution. The board views the financing as necessary to meet cash needs, anticipates aggregate gross proceeds initially of approximately $10.41 million and potential further funding up to tens of millions if additional tranches are purchased, and believes alternatives were infeasible or less favorable. The board recommends a “FOR” vote, citing the strategic and financing necessity, but shareholders should weigh heavy dilution risk, the flexible conversion terms including voluntary reductions and waiver of the floor, and uncertainties about timing and effectiveness of registration rights and other closing conditions.

This management proposal seeks shareholder approval under NYSE American listing rules to authorize issuance of Common Stock underlying Series D convertible preferred stock issued as consideration for acquisitions of Fly Flyte, Inc. and Ponderosa Air, LLC from SEG Jets and Creatd, Inc., including conversion share adjustments that may occur at various trigger dates. Management argues the transactions align with a strategic aviation focus and simplify the balance sheet; the Board approved the terms and recommends a “FOR” vote because they believe these acquisitions and related financing provide material strategic benefits. The proposal exposes shareholders to meaningful dilution risk: the Series D shares could convert into over 31 million shares at the stated floor price, conversion prices may be reduced to 80% of market values at various dates, and the company retains the discretion, with required holder consent, to reduce conversion prices further. The Board’s support rests on limited alternative financing options and expected long-term strategic benefit, but shareholders should evaluate the valuation sensitivity, contingent issuance scales, and reliance on registration effectiveness and closing conditions.

This management proposal requests shareholder approval to authorize the issuance of Common Stock underlying Series J convertible preferred stock issued to FatBoy Capital, L.P. and David Jenkins in exchange for termination of royalty rights and accrued royalty amounts totaling approximately $9.49 million (NPV). The preferred shares convert at a fixed $1.56 per share and would convert into roughly 6.08 million shares upon approval, exceeding NYSE thresholds and requiring stockholder approval because Jenkins is an insider and FatBoy is affiliated. Independent directors approved the exchange with Jenkins abstaining; management argues the termination of royalty obligations materially benefits the company’s financial statements and position, and therefore recommends a vote “FOR.” However, the transaction concentrates economic benefit with an insider-controlled entity and could produce significant dilution; shareholders should assess conflict-of-interest dynamics, the independent directors’ review, and whether the economic terms reflect fair value relative to alternatives.

This management proposal seeks approval to authorize the additional issuance of Common Stock that results from a negotiated reduction in the conversion price of the Company’s outstanding Series B preferred stock from $6.65 to $1.78 per share, coupled with a warrant exercise price reduction to $1.78, which generated immediate cash proceeds. The Board concluded the reduction was necessary to meet immediate working capital needs and deemed the negotiated terms preferable to other alternatives. Shareholders should note the conversion change materially increases the dilutive potential—shares underlying Series B increase from ~335k to ~1.25M shares—bringing the issuance above the 19.99% NYSE threshold and requiring approval. Managers recommend a “FOR” vote citing financing necessity, but sophisticated investors should weigh the dilutive impact, the precedent set for post-issuance price renegotiations, and whether alternative capital structures could have preserved more shareholder value.

This management proposal requests shareholder approval to amend the Company’s charter to permit a reverse stock split of between 1-for-2 and 1-for-100, with the precise ratio and timing left to the Board’s discretion within one year. Management argues the reverse split provides flexibility to comply with NYSE American minimum bid price requirements and could increase attractiveness to institutional investors, potentially improving liquidity and lowering trading costs. The Board emphasizes it will retain discretion to implement or abandon the split depending on market conditions. Approving a range rather than a fixed ratio grants the Board tactical flexibility but also shifts significant authority to management, which may be used opportunistically and could increase authorized-but-unissued shares and have anti-takeover or dilutive implications if new shares are later issued. The board recommends “FOR,” but shareholders should consider uncertain market outcomes, the potential for reduced liquidity, and the loss of direct control over the chosen split ratio.

This management proposal asks shareholders to approve the ability to adjourn or postpone the Special Meeting to permit additional solicitation of votes, should the Board determine it is necessary to obtain approval of one or more of the other proposals. The Board contends this would facilitate efficient governance by allowing time to secure a quorum or majority without reconvening multiple meetings and is a routine procedural request. The Board recommends a “FOR” vote. While generally pro-management and common in proxy practice, shareholders should be aware that approval could permit management to delay final voting outcomes and continue solicitation efforts, potentially shifting the timing of corporate actions and related disclosures. The proposal is routine and typically approved.