8-K

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):

January 31, 2021

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

(Registrant’s 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	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

Appointment of Director

On January 31, 2021, Susanne Meline was appointed to the board of directors (the “Board”) of Ra Medical Systems, Inc. (the “Company”) as a Class II director with a term expiring at the Company’s 2023 annual meeting of stockholders, or until her successor has been duly elected and qualified.

In 2003, Ms. Meline co-founded Francis Capital Management (“FCM”), a value-based investment advisor, where she serves as the firm’s special situations advisor. She previously worked as an investment banker with Houlihan Lokey, a global investment bank serving corporations, institutions, and governments worldwide and also practiced law in the corporate group of Jones Day, an international law firm that provides legal advisory services across multiple disciplines and jurisdictions. Ms. Meline is a Certified Director through the UCLA Anderson School of Management, a Board Leadership Fellow for the National Association of Corporate Directors (the “NACD”) and holds a CERT Certificate in CyberSecurity Oversight from the NACD and Carnegie Mellon University Software Engineering Institute. Ms. Meline received a B.A from UCLA, and a J.D. from the UC Hastings College of the Law. She currently serves on the board of directors of ClearSign Technologies Corporation (NASDAQ:CLIR) where she is the Lead Independent Director and Audit Chair and has also served on the board of directors of Finomial Corporation and AquaMetals Corporation.  We believe that Ms. Meline is qualified to serve as a director because of her extensive knowledge of the capital markets, her experience in identifying business and financial opportunities, and her experience as a board member at other public companies.

In accordance with the Company’s outside director compensation policy (the “Outside Director Compensation Policy”), Ms. Meline will be entitled to an annual retainer in the amount of $40,000, payable in quarterly installments in either cash or restricted stock at the option of Ms. Meline. On February 3, 2021, Ms. Meline was granted a restricted stock unit award (the “RSU”) of 4,000 restricted stock units, vesting annually over a four year period, beginning January 31, 2021, in each case subject to Ms. Meline’s continued service to the Company. The RSU award is subject to the terms and conditions of the Company’s 2018 Equity Incentive Plan and the related RSU agreement. At the Company’s annual meeting of stockholders in 2021, Ms. Meline will also be eligible for equity award grants on the same terms as other non-employee members of the Board, including an annual RSU award for continuing directors with a value of $100,000, vesting on the earlier of (i) the one year anniversary of the grant or (ii) the day prior to the date of the Company’s annual meeting of stockholders following the date of grant, provided that such non-employee director continues to serve as a service provider through the applicable vesting date.

Furthermore, Ms. Meline is entitled to receive cash compensation in accordance with the terms and conditions of the Company’s Outside Director Compensation Policy. Under the Outside Director Compensation Policy, each non-employee director receives cash compensation of $40,000 annually for service as a Board member; $10,000 per year additionally for service as an audit committee member; $7,000 per year additionally for service as a member of the compensation committee; $4,500 per year as a member of the nominating and governance committee; $20,000 per year additionally for service as chairperson of the audit committee; $15,000 per year additionally for service as chairperson of the compensation committee; $8,500 per year additionally for service as chairperson of the nominating and governance committee; $40,000 per year additionally for service as chairperson of the Board; and $30,000 per year additionally for service as a Lead Outside Director. We will also reimburse Ms. Meline for all reasonable expenses in connection with her services to us.

Ms. Meline has executed the Company’s standard form of indemnification agreement.

There is no arrangement or understanding between Ms. Meline and any other persons pursuant to which Ms. Meline was selected as a director. In addition, Ms. Meline is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company on February 4, 2021 regarding the above is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.	Description
99.1	Press Release dated February 4, 2021, announcing Susanne Meline’s appointment to the Company’s Board of Directors.

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: February 4, 2021	By:	/s/ Daniel Horwood
		Daniel Horwood
		General Counsel and Secretary

EX-99.1

Exhibit 99.1

Ra Medical Systems Appoints Susanne L. Meline to its Board of Directors

CARLSBAD, Calif. (February 4, 2021) – Ra Medical Systems, Inc. (NYSE American: RMED), a medical device company focused on commercializing excimer laser systems to treat vascular and dermatological diseases, announces the appointment of Susanne L. Meline to its Board of Directors, effective January 31, 2021.  Her appointment expands Board membership to seven.

Ms. Meline has an extensive background in finance, law and corporate governance with more than 20 years of experience advising corporate clients and their boards.  In 2003, Ms. Meline co-founded investment advisor Francis Capital Management (“FCM”), where she serves as the firm’s special situations advisor.  FCM is a current Ra Medical shareholder.

“We are excited to have a shareholder with Susanne’s small cap company experience join our Board,” said Martin Colombatto, Ra Medical Chairman.  “She has served as an observer in our Board meetings over the past three months and we have come to value her insights and broad perspective.  We welcome her as a member of our board.”

“I see a significant opportunity at Ra Medical and welcome the opportunity to take a more active role as a member of the board,” said Ms. Meline.  “I look forward to making contributions that further support progress in generating shareholder value and improving patients’ lives.”

Prior to Francis Capital Management, Ms. Meline was an investment banker with Houlihan Lokey, a global investment bank serving corporations, institutions and governments.  She also was an attorney in the corporate group of Jones Day, an international law firm.  Ms. Meline is a Certified Director through the UCLA Anderson School of Management, a Board Leadership Fellow for the National Association of Corporate Directors (NACD), and holds a CERT Certificate in CyberSecurity Oversight from the NACD and Carnegie Mellon University Software Engineering Institute.  Ms. Meline writes about corporate governance topics as a Select Contributor for the Small Cap Institute and, as a Pioneer Member of the Athena Alliance, provides guidance to current and aspiring board directors regarding financing small cap companies.

Ms. Meline received a B.A from the University of California, Los Angeles and a J.D. from the University of California, Hastings College of the Law.  She currently serves as the Lead Independent Director and Audit Chair of the publicly traded ClearSign Technologies Corporation, and previously served on the Boards of Aqua Metals, Inc. and Finomial Corporation.

About Ra Medical Systems

Ra Medical Systems commercializes excimer lasers and catheters for the treatment of vascular and dermatological diseases. In May 2017 the DABRA excimer laser system received FDA 510(k) clearance in the U.S. for crossing chronic total occlusions, or CTOs, in patients with symptomatic infrainguinal lower extremity vascular disease with an intended use for ablating a channel in occlusive peripheral vascular disease. The Pharos excimer laser system is FDA-cleared and is used as a tool in the treatment of psoriasis, vitiligo, atopic dermatitis and leukoderma. DABRA and Pharos are both based on Ra Medical’s core excimer laser technology platform and deploy similar mechanisms of action. Ra Medical manufactures DABRA and Pharos excimer lasers and catheters in a 32,000-square-foot facility located in Carlsbad, Calif. The vertically integrated facility is ISO 13485 certified and is licensed by the State of California to manufacture sterile, single-use catheters in controlled environments.

Cautionary Note Regarding Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Ra Medical’s future financial or operating performance. 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 Medical’s future expectations, strategy, plans or intentions. Forward-looking statements in this press release include, but are not limited to, statements regarding the timing and potential outcome of the DABRA atherectomy clinical study. Ra Medical’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied by such forward-looking statements. The potential risks and uncertainties which contribute to the uncertain nature of these statements include, among others, challenges inherent in developing, manufacturing, launching, marketing, and selling new products; risks associated with acceptance of DABRA and Pharos and procedures performed using such devices by physicians, payors, and other third parties; development and acceptance of new products or product enhancements; clinical and statistical verification of the benefits achieved via the use of Ra Medical’s products; the results from our clinical trials, which may not support intended indications or may require Ra Medical to conduct additional clinical trials or modify ongoing clinical trials; challenges related to commencement, patient enrollment, completion, an analysis of clinical trials; Ra Medical’s ability to manage operating expenses; Ra Medical’s ability to effectively manage inventory; Ra Medical’s ability to recruit and retain management and key personnel; Ra Medical’s need to comply with complex and evolving laws and regulations; intense and increasing competition and consolidation in Ra Medical’s industry; the impact of rapid technological change; costs and adverse results in any ongoing or future legal proceedings; adverse outcome of regulatory inspections; and the other risks and uncertainties described in Ra Medical’s news releases and filings with the Securities and Exchange Commission. Information on these and additional risks, uncertainties, and other information affecting Ra Medical’s business and operating results is contained in Ra Medical’s Annual Report on Form 10-K for the year ended December 31, 2019 and in its other filings with the Securities and Exchange Commission. The forward-looking statements in this press release are based on information available to Ra Medical as of the date hereof, and Ra Medical disclaims any obligation to update any forward-looking statements, except as required by law.

Ra Medical investors and others should note that we announce material information to the public about the company through a variety of means, including our website (www.ramed.com), our investor relations website (https://ir.ramed.com/), press releases, SEC filings, and public conference calls in order to achieve broad, non-exclusionary distribution of information to the public and to comply with our disclosure obligations under Regulation FD. We encourage our investors and others to monitor and review the information we make public in these locations as such information could be deemed to be material information. Please note that this list may be updated from time to time.

At the Company:
Andrew Jackson
Chief Financial Officer, Ra Medical Systems
760-496-9540
ajackson@ramed.com

Investors:LHA Investor Relations
Jody Cain
310-691-7100
jcain@lhai.com

#   #   #