RA MEDICAL SYSTEMS, INC. Ra Medical Systems Announces Results of Special Meeting of Stockholders

Directive transparence : information réglementée

21/03/2023 21:05

Intends to close on $8 million financing

FT. MILL, SC / ACCESSWIRE / March 21, 2023 / Ra Medical Systems, Inc. (NYSE American:RMED) announces that at its virtual Special Meeting of Stockholders held today, the stockholders approved all four proposals on the proxy statement filed with the Securities and Exchange Commission in February. The Company also announces that its board of directors has approved moving forward with the proposed $8 million financing as disclosed in the proxy statement. The per unit purchase price in the financing is 90% of the 5-day volume weighted average price of the Company's common stock for the period March 14, 2023 to March 20, 2023.

"We thank our stockholders for voting to pass all Special Meeting proposals. This vote is important to furthering our long-term goals, by enabling us to raise additional capital to move the Company forward and provide us with the funding we need to develop and market our innovative products," said David Jenkins, Ra Medical Executive Chairman. "We look forward to completing the financing within the next few days."

Results of the Special Meeting of Stockholders

At the March 21, 2023 Special Meeting of Stockholders, the following proposals were approved:

Proposal No. 1-Approval of the issuance of more than 19.99% of our outstanding common stock, par value $0.0001 per share, upon the exercise of our Series E Common Stock Purchase Warrants.

Proposal No. 2-Approval of the issuance of more than 19.99% of our outstanding Common Stock (a) in connection with our sale of Class A units, which contain shares of common stock and Series F and G Common Stock Purchase Warrants, and Class B units, which contain shares of Series A Convertible Preferred Stock and Series F and G Common Stock Purchase Warrants, and (b) upon the exercise of the Series F and G Common Stock Purchase Warrants and the conversion of Series A Convertible Preferred Stock.

Proposal No. 3-Approval of the issuance of the Common Stock upon conversion of the Company's Series X Convertible Preferred Stock, par value $0.0001 per share, which shares of Series X Convertible Preferred Stock were issued upon the closing of the merger between the Company and Catheter Precision, Inc.

Proposal No. 4-Ratification of the appointment of Haskell & White LLP as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2022.

For further information on these proposals, see the Company's definitive proxy statement filed with the Securities and Exchange Commission on February 9, 2023.

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 communication contains forward-looking statements which include, but are not limited to, the plans and expectations of the combined company regarding obtaining and the timing of closing on future financings. 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 satisfaction of closing conditions contained in the securities purchase agreement related to the Company's Class A and Class B Units and the negotiation of additional closing terms related thereto. 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 filings with the SEC, including the Company's Preliminary Proxy Statement filed on September 23, 2022, Quarterly Report on Form 10-Q for the quarter ended September 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 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 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 in "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.


At the Company
David Jenkins

SOURCE: Ra Medical Systems, Inc.

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