Current Report Filing (8-k)
November 01 2019 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2019
Ra Medical Systems, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-38677
|
|
38-3661826
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
2070 Las Palmas Drive
Carlsbad, California 92011
(Address of principal executive offices, including zip code)
(760) 804-1648
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange
on which registered
|
Common Stock, par value $0.0001 per share
|
|
RMED
|
|
New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Separation of Vice President
On October 29, 2019, Ra Medical Systems, Inc. (the Company), terminated Melissa Burstein as Vice President and as an employee
of the Company, effective November 1, 2019. Ms. Bursteins termination by the Company was without Cause, as defined in her Change in Control and Severance Agreement (the Severance Agreement) which has been
filed as Exhibit 10.9 to the Companys Registration Statement on Form S-1 (File No. 333-226191) with the Securities and Exchange Commission on July 16,
2018. Ms. Burstein is also eligible to receive the severance compensation benefits set forth and in accordance with the terms of the Severance Agreement. Additionally, Ms. Bursteins equity incentive awards will remain subject to the
terms of her existing equity award agreements with the Company.
Item 8.01 Other Events.
Press Release
On October 31, 2019,
the Company issued a press release announcing the substantial completion of its previously announced Audit Committee investigation. A copy of the press release is attached as Exhibit 99.1 to this current report on Form
8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Cautionary Note Regarding Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the
Securities Exchange Act of 1934 (the Exchange Act). In some cases, you can identify forward-looking statements because they contain words such as may, will, should, expects,
plans, anticipates, could, intends, target, projects, contemplates, believes, estimates, predicts, potential or
continue or the negative of these words or other similar terms or expressions that concern Ra Medicals future expectations, strategy, plans or intentions. Forward-looking statements in this communication include, but are not
limited to, statements regarding Ra Medicals implementation of remedial measures recommended by the Audit Committee, expectations with respect to future actions regarding the Companys employees, the results of managements review of
its previously issued or announced financial statements and internal control over financial reporting and disclosure controls, the Companys expectations with respect to the impact of its recently announced change in shelf life, the timing of
the Companys atherectomy trial, and expectations regarding the timing of Ra Medicals periodic reports. These forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking
statements. Factors that may cause future results to differ materially from managements current expectations include, among other things: how promptly and thoroughly the recommendations of the Audit Committee can be implemented, potential
legal or regulatory action related to the matters under investigation, the results of further review by the Company or others of certain matters that came to the Audit Committees attention during the course of its investigation, any matters
arising out of the review and audit of Ra Medicals financial statements by the Companys independent registered public accounting firm, and other factors detailed from time to time in Ra Medicals SEC reports, including its most
recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q, and in its other filings with the Securities and Exchange Commission. The forward-looking statements in this communication are
based on information available to Ra Medical as of the date hereof. Ra Medical disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
RA MEDICAL SYSTEMS, INC.
|
|
|
|
Date: October 31, 2019
|
|
By:
|
|
/s/ Daniel Horwood
|
|
|
|
|
Daniel Horwood
General Counsel and
Secretary
|
3
Ra Medical Systems (NYSE:RMED)
Historical Stock Chart
From Aug 2024 to Sep 2024
Ra Medical Systems (NYSE:RMED)
Historical Stock Chart
From Sep 2023 to Sep 2024