8-K - VTAK - Equibles

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): April 17, 2023

Ra Medical Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware	001-38677	38-3661826
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(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>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.

On April 17, 2023, Ra Medical Systems, Inc. (the “Company”) received the resignation of Will McGuire from his positions as Chief Executive Officer and Secretary, and as a member of the Board of Directors, effective April 28, 2023, for personal reasons. The Board of Directors has established a search committee consisting of Susanne Meline and James Caruso to identify a new Chief Executive Officer. Until a new Chief Executive Officer is identified, David Jenkins, Executive Chairman of the Board, will serve as interim Chief Executive Officer and as the Company’s principal executive officer, effective April 28, 2023. Biographical information and information regarding related party transactions with respect to Mr. Jenkins is contained in Part III, Items 10 and 13 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, which Items are incorporated by reference herein.

In connection with Mr. McGuire’s resignation, he and the Company entered into a second amendment to his change in control and severance agreement, which among other things, clarified that the amount of Mr. McGuire’s severance payment would be based on his 2022 base salary and bonus opportunity, and provided that he would not receive Cobra coverage following his termination of employment. Mr. McGuire will receive a severance payment of approximately $1.8 million pursuant to his change in control and severance agreement. A copy of the amendment is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

The Company issued a press release on April 18, 2023 with respect to Mr. McGuire’s resignation, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference herein.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
10.1	Second Amendment to Change in Control and Severance Agreement with Will McGuire dated April 17, 2023
99.1	Press Release Issued on April 18, 2023
104	Cover Page Interactive Data File (formatted as inline XBRL)
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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: April 18, 2023	By:	/s/ David A. Jenkins
		David A. Jenkins
		Executive Chairman of the Board and Interim Chief Executive Officer
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rmed_ex101.htm EXHIBIT 10.1

SECOND AMENDMENT TO

CHANGE IN CONTROL AND SEVERANCE AGREEMENT

This Second Amendment to Change in Control and Severance Agreement (this “Second Amendment”) is made and entered into as of the 17^th^ day of April 2023, by and between Ra Medical Systems, Inc. (the “Company”) and Jonathan Will McGuire (the “Executive”).

WHEREAS, reference is hereby made to that certain Change in Control and Severance Agreement, effective as of March 30, 2020, by and between the Company and the Executive, as amended by that certain Amendment, dated January 9, 2023, by and between the Company and the Executive (collectively, the “Agreement”); and

WHEREAS, the Company and the Executive desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Agreement is hereby amended as follows:

1.	Section 3(b) of the Agreement is amended and restated to read in its entirety as follows:

“(b) Qualifying CIC Termination. On a Qualifying CIC Termination, the Executive will be eligible to receive the following payments and benefits from the Company:

(i) Salary Severance. A single, lump sum payment equal to twenty-four (24) months of the Executive’s Salary, less applicable withholdings.

(ii) Bonus Severance. A single, lump sum payment equal to 150% of the Executive’s target annual bonus as in effect for the fiscal year 2022, less applicable withholdings.

(iii) Equity Vesting Acceleration. Vesting acceleration (and exercisability, as applicable) as to 100% of the then-unvested shares subject to each of the Executive’s then-outstanding Company equity awards. In the case of an equity award with performance-based vesting all performance goals and other vesting criteria will be deemed achieved at no less than target. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre‑CIC Termination (as defined below), any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding until the earlier of (x) ninety (90) days following the Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre‑CIC Termination can be provided if a Change in Control occurs within ninety (90) days following the Qualifying Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). If no Change in Control occurs within ninety (90) days following a Qualifying Termination, any unvested portion of the Executive’s equity awards automatically and permanently will be forfeited on the sixtieth (60^th^) day following the date of the Qualifying Termination without having vested.

2.	Notwithstanding anything to the contrary contained in this Agreement or any other agreement between the Company and Executive, other than as specifically contemplated by Section 3 of the Agreement (as amended hereby), the Company and the Executive acknowledge that the Executive shall not be entitled to receive any equity awards or cash bonuses from the Company with respect to the fiscal year 2023.
3.	Full Force and Effect. To the extent not expressly amended hereby, the Agreement shall remain in full force and effect.
4.	Entire Agreement. This Second Amendment and the Agreement constitute the full and entire understanding and agreement between the parties hereto with regard to the subject matter hereof and thereof. This Second Amendment may be amended at any time only by mutual written agreement of the parties hereto.
5.	Counterparts. This Second Amendment may be executed in counterparts, all of which together shall constitute one instrument, and each of which may be executed by less than all of the parties hereto.
6.	Governing Law. The validity, interpretation, construction and performance of this Second Amendment will be governed by the laws of the State of California (with the exception of its conflict of law provisions).

[Signature Page Follows]

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IN WITNESS WHEREOF, each party hereto has executed this Second Amendment, in the case of the Company by its duly authorized officer, as of the date set forth above.

COMPANY:
RA MEDICAL SYSTEMS, INC.
By:	/s/ Martin Colombatto

| Name: | Martin Colombatto |

| | Jonathan Will McGuire |

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rmed_ex991.htm

Ra Medical Announces Resignation of CEO

Board Committee Seeking Replacement

Fort Mill, SC, April 18, 2023 – Ra Medical Systems, Inc. (RMED: NYSE/American) announced today the resignation of its CEO, Will McGuire, for personal reasons. The resignation will be effective April 28, 2023. In conjunction with his resignation as CEO, Mr. McGuire is also resigning from the RMED board of directors. The Company thanks Mr. McGuire for his service and contributions and wishes him the best in future endeavors.

The RMED board of directors, as part of its governance commitment, last month established a committee for examining a transition at the CEO level. Mr. David Jenkins, the Company’s Executive Chairman of the Board, will serve as Interim Chief Executive Officer until a full-time replacement is named.

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 search for a new, full-time chief executive. 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 challenges in the executive job market, and market 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 document 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

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