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):

 March 30, 2023

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.)

1670 Highway 160 West Suite 205

Fort Mill, SC 29708

(Address of principal executive offices, including zip code)

(973) 691-2000

(Registrant’s telephone number, including area code)

N/A

(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.

Ra Medical Systems, Inc. (the “Company”) today announced the appointment of Steven Passey as Chief Financial Officer effective April 1, 2023, replacing Brian Conn, who has been serving as Acting Chief Financial Officer. The term of his appointment is at the discretion of the Board of Directors.

Mr. Passey was most recently the Chief Financial Officer of QSI Holdings, Inc. in Pleasant Grove, Utah.  Prior to that, Mr. Passey was the Corporate Controller/Treasurer for Alsco, Inc. where he was instrumental in the negotiations of $1 billion in debt financing and in the M&A of 13 properties in excess of $250 million.  He served as the Chief Financial officer of TechniScan a medical device company that marketed an automated, 3D ultrasound system to improve breast cancer detection.  He was the Chief Accounting Officer and Treasurer for Mrs. Fields’ Famous Brands. Prior to that, Mr. Passey was hired to spearhead all SEC filings for Extra Space Storage, another publicly-traded company based in Salt Lake City. As Controller of REIT Properties for that $200M revenue company, he played a key role in helping launch 34 newly acquired properties. Previously, Mr. Passey began his career at KPMG and later worked for Ernst & Young where he rose to Senior Audit Manager before departing for a career in various executive positions. Mr. Passey is a certified public accountant and has served on boards of numerous professional organizations.

Mr. Passey will receive an annual salary of $250,000 and a to be determined equity award of up to 2.5% of the Company’s equity securities at a future date subject to approval by the Company’s stockholders of a qualified stock incentive plan and subject to a determination by the Compensation Committee regarding the specific type of securities to be granted, including but not limited to stock options, restricted stock or restricted stock units,  and the terms, conditions and timing of such grants.  He will be eligible for a discretionary performance bonus.  Mr. Passey has not entered into any transactions with the Company that would be disclosable under Item 404 of Regulation S-K.  He has no family relationships with any Company officers or directors.

The Company issued a press release on March 30, 2023 with respect to Mr. Passey’s appointment, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference herein.

2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press Release Issued on March 30, 2023
104	Cover Page Interactive Data File (formatted as inline XBRL)

3

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: March 30, 2023	By:	/s/ Jonathan Will McGuire
		Jonathan Will McGuire Chief Executive Officer (Principal Executive Officer)

4

EX-99.1

EXHIBIT 99.1

March 30, 2023  

Ra Medical Systems Announces Change in Chief Financial Officer Position Previous Acting CFO Position Replaced with Permanent Appointment

FORT MILL, SC / ACCESSWIRE / March 30, 2023 / Ra Medical Systems, Inc. (NYSE American:RMED) today announced the appointment of Steven Passey as Chief Financial Officer effective April 1, 2023, replacing Brian Conn, who has been serving as Acting Chief Financial Officer.

"Steven joins the executive team at a pivotal time in Ra Medical's growth", stated Ra Medical's Executive Chairman of the Board David Jenkins. "His background with publicly traded companies, budget and cost control ensures we will maintain the highest standards as a public company. In addition, he is a seasoned executive who has led M&A transactions as well as numerous equity and debt financing transactions for strategic growth. His expertise in these areas will be critical to Ra Medical as we look ahead to the strong market launch of both our VIVO product line and our new LockeT suture retention/closure device.

Mr. Jenkins continued, "As we welcome Steven, we'd like to thank our outgoing CFO, Brian Conn, for his leadership in guiding Ra Medical through the merger with Catheter. We wish him the best in his future endeavors.

Mr. Passey was most recently the Chief Financial Officer of QSI Holdings, Inc. in Pleasant Grove, Utah. Prior to that, Mr. Passey was the Corporate Controller/Treasurer for Alsco, Inc. where he was instrumental in the negotiations of $1 billion in debt financing and in the M&A of 13 properties in excess of $250 million. He served as the Chief Financial officer of TechniScan a medical device company that was an automated, 3D ultrasound system to improve breast cancer detection. He was the Chief Accounting Officer and Treasurer for Mrs. Fields' Famous Brands. Prior to that, Mr. Passey was hired to spearhead all SEC filings for Extra Space Storage, another publicly-traded company based in Salt Lake. As Controller of REIT Properties for that $200M revenue company, he played a key role in helping launch 34 newly acquired properties. Previously, Mr. Passey began his career at KPMG and later worked for Ernst & Young where he rose to Senior Audit Manager before departing for a career in various executive positions. Mr. Passey is a certified public accountant and has served on boards of numerous professional organizations.

About Ra Medical Systems

Ra Medical, and its wholly owned subsidiary 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.

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" which include, but are not limited to, the plans and expectations of the combined company regarding its cash needs and liquidity. 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 market risks, risks regarding acceptance and sale of the Company's products, and regulatory risks. 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 Annual Report on Form 10-K filed on March 28, 2023. This 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 forward-looking statements included in this communication are made only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

CONTACTS:

At the Company

David Jenkins

973-691-2000

mhuck@catheterprecision.com

# # #

SOURCE: Ra Medical Systems, Inc.

View source version on accesswire.com:

https://www.accesswire.com/746630/Ra-Medical-Systems-Announces-Change-in-Chief-Financial-Officer-Position-Previous-Acting-CFO-Position-Replaced-with-Permanent-Appointment

2

XML

Cover	Mar. 30, 2023
Cover [Abstract]
Entity Registrant Name	Ra Medical Systems, Inc.
Entity Central Index Key	0001716621
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	true
Document Period End Date	Mar. 30, 2023
Entity Ex Transition Period	false
Entity Incorporation State Country Code	DE
Entity File Number	001-38677
Entity Tax Identification Number	38-3661826
Entity Address Address Line 1	1670 Highway 160 West Suite 205
Entity Address City Or Town	Fort Mill
Entity Address State Or Province	SC
Entity Address Postal Zip Code	29708
City Area Code	973
Local Phone Number	691-2000
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	RMED
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false