Ra Medical Systems, Inc. (NYSE American: RMED) (“Ra Medical” or
the “Company”) announces that at its virtual Special Meeting of
Stockholders held today, the Company’s stockholders approved all
three proposals on the proxy filed with the Securities and Exchange
Commission on August 29, 2022. The Company also announces that its
Board of Directors has approved a 1-for-50 reverse stock split of
the Company’s common stock, with an effective time of 4:01 p.m.
Eastern time on September 30, 2022. The Company’s common stock is
expected to begin trading on a split-adjusted basis at commencement
of trading on Monday, October 3, 2022.
“We thank our stockholders for voting to pass all Special
Meeting proposals. In addition to assisting us with maintaining our
listing with the NYSE American exchange, this vote is an important
step toward completing our planned merger with Catheter Precision,
which our board believes offers the best path for value creation
for our company,” said Will McGuire, Ra Medical CEO. “We plan to
file a proxy in the coming weeks for another Special Meeting that
will allow our stockholders to vote on the proposed merger with
Catheter Precision. Assuming the merger proposal passes and the
other conditions under the merger agreement are satisfied, we
expect to complete the transaction by the end of 2022.”
Results of the Special Meeting of Stockholders
At the September 20, 2022 Special Meeting of Stockholders, the
following proposals were approved:
- Proposal No. 1 – Warrant Exercise Proposal: The issuance of
more than 19.99% of the Company’s outstanding common stock upon the
exercise of the Company’s Series C Common Stock Purchase Warrants.
The passage of this proposal provides for the immediate right for
the potential exercise to occur and was required in accordance with
NYSE American Company Guide Section 713(a);
- Proposal No. 2 – Reverse Stock Split Proposal: To amend the
Company’s Amended and Restated Certificate of Incorporation to
effect a reverse stock split of the Company’s common stock that is
issued and outstanding or held in treasury at a stock split ratio
of between 1-for-20 and 1-for-50. Passage of the proposal
authorized the Company’s board of directors to institute the
reverse stock split, including the selection of timing and ratio of
the reverse stock split; and
- Proposal No. 3 – Adjournment Proposal: To continue the Special
Meeting of Stockholders if necessary to continue solicitation of
votes for Proposals No. 1 & No. 2.
Reverse Stock Split
The reverse stock split will reduce the number of shares of Ra
Medical’s common stock outstanding from approximately 54,514,828
shares to approximately 1,090,296 shares, but will not change the
authorized number of shares of common stock, which will remain at
300,000,000 shares of common stock. The Company’s common stock will
continue to trade on the NYSE American Stock Market under the
symbol “RMED.” The new CUSIP number for the common stock following
the reverse stock split will be 74933X 302.
The reverse stock split supports maintenance of the Company’s
NYSE American listing. On September 2, 2022, Ra Medical announced
receipt of a notice that the NYSE American LLC had determined the
Company’s securities had been selling at a low price per share for
a substantial period of time. Pursuant to Section 1003(f)(v) of the
NYSE American Company Guide, the Company’s continued listing is
predicated on it effecting a reverse stock split of its common
stock or otherwise demonstrating sustained price improvement within
a reasonable period of time, which the NYSE American has determined
to be no later than February 28, 2023.
The reverse stock split will affect all stockholders uniformly
and will not alter any stockholder’s percentage interest in the
Company’s equity, except to the extent that the reverse stock split
would result in a stockholder owning a fractional share. No
fractional shares will be issued in connection with the reverse
stock split. Stockholders who otherwise would be entitled to
receive a fractional share will instead be entitled to receive cash
in lieu of such fractional share from the Company’s transfer agent,
American Stock Transfer & Trust Company, LLC. Holders of the
Company’s common stock held in book-entry form or through a bank,
broker or other nominee do not need to take any action in
connection with the reverse stock split. Stockholders of record
will be receiving information from the Company’s transfer agent
regarding their common stock ownership post-reverse stock
split.
In addition, pursuant to their terms, a proportionate adjustment
will be made to the per share exercise price and number of shares
issuable under all of the Company’s outstanding equity awards, and
the number of shares authorized and reserved for issuance pursuant
to the Company’s equity incentive plans will be reduced
proportionately.
Furthermore, pursuant to their terms, a proportionate adjustment
will be made to the per share exercise price and number of shares
issuable under all of the Company’s outstanding warrants.
Proposed Merger Agreement
On September 12, 2022, Ra Medical announced entering into an
Agreement and Plan of Merger (the “Merger Agreement”) with
privately held Catheter Precision, Inc., a medical device and
technology company focused in the field of cardiac
electrophysiology. Under the terms of the Merger Agreement,
Catheter Precision will become a wholly owned subsidiary of Ra
Medical in a stock-for-stock reverse merger transaction (the
“Merger”). If completed, the Merger will result in a combined
publicly traded company that will focus on the cardiac
electrophysiology market, one of the most robust and growing areas
of medical devices.
Catheter Precision has three product areas that it intends to
pursue. Its lead product, named VIVO™ (an acronym for View Into
Ventricular Onset) is an FDA-cleared and CE mark product that
utilizes non-invasive inputs to locate the origin of ventricular
arrhythmias, and, through its use, the physician can identify
patients for invasive catheter ablation, and with those patients,
reduce the amount of time in the invasive procedure. Ventricular
arrhythmias include ventricular tachyarrhythmias and premature
ventricular arrhythmias, diseases that affect millions of patients
who are not well treated today. While much past growth in the
electrophysiology market has been for atrial fibrillation, Catheter
Precision believes that ventricular arrhythmias represent a large
growth area moving forward. It also intends to pursue a second
generation of Amigo®, a robotic arm previously cleared by the FDA
and awarded the CE mark, which serves as a catheter control device
that can be remotely controlled outside of the procedure room.
Catheter Precision has demonstrated that patient outcomes could
potentially be enhanced by utilization of this device. Catheter
Precision is working toward a third product release in the first
half of 2023, which is a vessel closure device that would assist in
the closure of the insertion site of the percutaneous catheter or
other device used within the body. It is estimated that the
worldwide market for this closure assist device is over one million
procedures per year.
Medtech veteran David Jenkins, who has extensive experience
growing medical device start-ups, will serve as Chief Executive
Officer of the combined company. Before taking the role as CEO of
Catheter Precision, Mr. Jenkins was instrumental in operating
several medical device start-ups, including Transneuronix, Inc.,
which was acquired by Medtronic plc (NYSE: MDT) for $267 million in
July 2005, and EP MedSystems, Inc., which was acquired by St. Jude
Medical for $95.7 million in July 2008.
The Merger is expected to close before the end of 2022, subject
to satisfying certain closing conditions, including the receipt of
shareholder approval by both companies. The descriptions of the
Merger, the proposals to be voted on in connection with the Merger
at the Ra Medical Special Meeting of Stockholders, Catheter
Precision and the other transactions and matters contemplated
thereby or referenced herein do not purport to be complete and are
qualified in their entirety by reference to the Company’s Current
Reports on Form 8-K, including the Current Reports on Form 8-K
filed on September 12, 2022 and September 2, 2022, the Company’s
Quarterly Report on Form 10-Q for the period ended June 30, 2022
and any prior or subsequent reports on Form 10-K, Form 10-Q or Form
8-K filed with the Securities and Exchange Commission (the “SEC”)
from time to time and available on the SEC website. The Company
also intends to file a proxy statement relating to the Merger with
Catheter Precision with the SEC, as further described below.
About Catheter Precision
Catheter Precision is an innovative U.S.-based medical device
company bringing new solutions to market to improve the treatment
of cardiac arrhythmias. It is focused on developing groundbreaking
technology for electrophysiology procedures by collaborating with
physicians and continuously advancing its products.
About Ra Medical Systems
Ra Medical Systems, Inc. is a medical device company that owns
intellectual property related to an advanced excimer laser-based
platform for use in the treatment of vascular immune-mediated
inflammatory diseases. Its excimer laser and single-use catheter
system, together referred to as the DABRA Excimer Laser System, is
used as a tool in the treatment of peripheral artery disease.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended.
Additional Information and Where to Find It
The shares of Common Stock being issued in the Merger (the
“Securities”) are being offered and sold in transactions exempt
from registration under the Securities Act, in reliance on Section
4(a)(2) thereof. Catheter Precision and Ra Medical intend to
distribute a Private Placement Memorandum/Joint Information
Statement (the “PPM/Joint Information Statement”) to the
stockholders of Catheter Precision, and Catheter Precision
stockholders are encouraged to carefully read the PPM/Joint
Information Statement, together with Ra Medical’s concurrent SEC
filings, which will contain important information concerning the
transaction.
The Securities have not been registered under the Securities Act
and such Securities may not be offered or sold in the United States
absent registration or an exemption from registration under the
Securities Act and any applicable state securities laws.
The Company intends to file a proxy statement (the “Proxy”) to
call, give notice of and hold a meeting of its stockholders to vote
to approve, among other matters, (a) the Merger, and (b) the
issuance of the shares of the Ra Medical Common Stock to be issued
pursuant to the terms of the Merger Agreement. Catheter Precision
also intends to furnish an information statement to its
stockholders in connection with the proposed Merger as part of the
PPM/Joint Information Statement. The only matters that the Company
is seeking approval for at the Special Meeting of Stockholders are
the matters that will be set forth in the Proxy.
The Proxy and PPM/Joint Information Statement will contain
important information about Catheter Precision, the proposed Merger
and related matters. In addition, on September 12, 2022, the
Company filed a Current Report on Form 8-K that included certain
audited financial statements of Catheter Precision for the two-year
period ended December 31, 2021 (the “Catheter Audited Financial
Statements”), the unaudited financial statements of Catheter
Precision for the periods ended June 30, 2022 and June 30, 2021
(the “Catheter Precision Unaudited Financial Statements and
together with the Catheter Precision Audited Financial Statements,
the “Catheter Precision Financial Statements”), and the unaudited
pro forma combined financial information of the combined company as
of June 30, 2022 and for the year ended December 31, 2021 and the
six months ended June 30, 2022 (the “Pro Forma Financial
Information,” and collectively with the Catheter Precision
Financial Statements, the “Financial Information”).
Ra Medical intends to mail the Proxy to Ra Medical stockholders,
and Catheter Precision intends to electronically disseminate the
PPM/Joint Information Statement. INVESTORS AND SECURITYHOLDERS OF
RA MEDICAL AND CATHETER PRECISION ARE URGED TO READ THESE MATERIALS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT RA MEDICAL, CATHETER PRECISION AND THE PROPOSED
MERGER. THIS COMMUNICATION IS NOT A SUBSTITUTE FOR THE PPM/JOINT
INFORMATION STATEMENT, THE PROXY, THE CURRENT REPORTS ON FORM 8-K,
INCLUDING THE CURRENT REPORT ON FORM 8-K FILED ON SEPTEMBER 12,
2022, THE COMPANY’S QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30,
2022, OR ANY OTHER DOCUMENTS THAT RA MEDICAL AND/OR CATHETER
PRECISION MAY FILE WITH THE SEC OR SEND TO THEIR RESPECTIVE
SECURITYHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTIONS.
INVESTORS AND SECURITYHOLDERS MAY OBTAIN FREE COPIES OF RA
MEDICAL’S DOCUMENTS FILED WITH THE SEC, ONCE AVAILABLE, ON THE RA
MEDICAL WEBSITE OR ON THE SEC’S WEBSITE.
The unaudited pro forma combined financial information does not
purport to represent the actual results of operations that the
Company and Catheter Precision would have achieved had the
companies been combined during the periods presented in the
unaudited pro forma combined financial statements and is not
intended to project the future results of operations that the
combined company may achieve after the Merger. The unaudited pro
forma combined financial information does not reflect any potential
cost savings that may be realized as a result of the Merger and
also does not reflect any restructuring or integration-related
costs to achieve those potential cost savings.
Participants in the Solicitation
Ra Medical, Catheter Precision and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Ra Medical in
connection with the proposed transaction. Information about Ra
Medical’s directors and executive officers is set forth in Ra
Medical’s Annual Report on Form 10-K for the year ended December
31, 2021, which was filed with the SEC on March 17, 2022, as
amended, and in subsequent filings made by Ra Medical with the SEC.
Other information regarding the interests of such individuals, as
well as information regarding Catheter Precision’s directors and
executive officers and other persons who may be deemed participants
in the proposed transaction, will be set forth in the proxy
statement and other relevant materials to be filed with the SEC
when they become available. You may obtain free copies of these
documents as described in the preceding paragraph.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements which
include, but are not limited to, statements regarding expected
timing, completion and effects of the proposed Merger, future
access to capital markets, and the plans and expectations of the
combined company regarding Catheter Precision’s products, including
its plans, strategies, projected timelines and estimated markets,
for and/or related to VIVO and the Amigo and vessel closure devices
described above. These forward-looking statements are subject to
the safe harbor provisions under the Private Securities Litigation
Reform Act of 1995. The Company’s expectations and beliefs
regarding these matters may not materialize. Actual outcomes and
results may differ materially from those contemplated by these
forward-looking statements as a result of uncertainties, risks and
changes in circumstances, including but not limited to risks and
uncertainties related to: the ability of the parties to consummate
the proposed Merger, satisfaction of closing conditions precedent
to the consummation of the proposed Merger, potential delays in
consummating the Merger and the ability of the Company to timely
and successfully achieve the anticipated benefits of the Merger,
including the ability of the combined company to access the capital
markets at such times and in such amounts, and on such terms, as
needed to meet the Net Cash requirements of the Merger Agreement,
execute its future business strategies and maintain its listing on
the NYSE American or other national stock exchange, potential
application of SEC and/or exchange “shall company” rules, and the
ability of the combined company to successfully pursue its product
lines in the manner and in the timeframe described here. The Merger
Agreement contains certain closing conditions, including a minimum
prevailing stock price for Ra Medical and Net Cash amount at
closing, which do not constitute representations or covenants of
either party, and are subject to waiver by the parties. If Ra
Medical’s stock price drops below certain levels, the amount of
merger consideration, if any, received by Catheter stockholders
will be adversely impacted. The parties have reserved the right to
waive conditions to the closing of the Merger and revise the Merger
Agreement. Additional risks and uncertainties that could cause
actual outcomes and results to differ materially from those
contemplated by the forward-looking statements are included under
the caption “Risk Factors” and elsewhere in the Company’s most
recent filings with the SEC, including the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2022, the
Current Reports on Form 8-K, including the Current Report on Form
8-K filed on September 12, 2022, and any prior or subsequent
reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from
time to time and available at www.sec.gov. Important business and
financial information about Catheter Precision’s business and the
related discussion and analysis of financial condition and results
of operations of Catheter Precision is set forth in the Current
Report on Form 8-K being filed on September 12, 2022 and the
exhibits thereto and should be read in conjunction with the
Catheter Precision Financial Statements and the pro forma financial
statements for the combined company that are attached as exhibits
thereto. Risks and uncertainties related to the Merger, Catheter
Precision, and the projections and estimates described above that
may cause actual results to differ materially from those expressed
or implied in any forward-looking statement are included “Risk
Factors – Risk Related to the Merger with Catheter Precision and –
Risks Related to Our Evaluation of Strategic Alternatives for our
Legacy Assets,” and “Risk Factors – Risks Related to the Business
of Catheter Precision,” which are filed as the exhibits to the
Current Report on Form 8-K filed on September 12, 2022. These
documents can be accessed on the Company’s Investor Relations page
at https://ir.ramed.com/ by clicking on the link titled “SEC
Filings.” The risks and uncertainties may be amplified by the
COVID-19 pandemic, which has caused significant economic
uncertainty, and ongoing volatility in the stock markets and the
U.S. economy in general. The extent to which the COVID-19 pandemic
impacts the Company’s and Catheter Precision’s businesses,
operations, and financial results, including the duration and
magnitude of such effects, will depend on numerous factors, which
are unpredictable, including, but not limited to, the duration and
spread of the outbreak, its severity, the actions to contain the
virus or treat its impact, and how quickly and to what extent
normal economic and operating conditions can resume.
The forward-looking statements included in this communication
are made only as of the date hereof. The Company and Catheter
Precision assume no obligation and do not intend to update these
forward-looking statements, except as required by law.
Disclaimer
This press release relates to a proposed business combination
between the Company and Catheter Precision. This document does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220920006226/en/
Ra Medical Systems Contact: LHA Investor Relations Jody Cain
310-691-7100 jcain@lhai.com
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