Item 5. Other Information
ITEM 5. OTHER INFORMATION
None.
49
Table of Contents
ITEM 6. EXHIBITS
Exhibit
Incorporated by Reference
Number
Description
Form
File No.
Exhibit
Filing Date
2.2
Amended and Restated Agreement and Plan of Merger, dated January 9, 2023, by and among the Registrant, certain subsidiaries, and Catheter Precision, Inc.
8-K
001-38677
2.1
1/13/2023
3.1.1
Amended and Restated Certificate of Incorporation of the Registrant.
8-K
001-38677
3.1
10/1/2018
3.1.2
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant.
(effective 11/16/20)
8-K
001-38677
3.1
11/17/2020
3.1.3
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant.
(effective 09/30/22)
8-K
001-38677
3.1
9/20/2022
3.1.4
Certificate of Designation of Series X Convertible Preferred Stock.
8-K
001-38677
3.1
1/13/2023
3.1.5
Certificate of Designation of Series A Preferred Stock.
8-K
001-38677
3.2
1/13/2023
3.2.1
Amended and Restated Bylaws of the Registrant.
8-K
001-38677
3.2
10/1/2018
3.2.2
Amendment to Amended and Restated Bylaws of the Registrant.
8-K
001-38677
3.1
8/17/2022
4.1
Specimen common stock certificate of the Registrant.
S-1
333-226191
4.1
7/16/2018
4.2
Description of Capital Stock.
10-K
001-38677
4.2
3/28/2023
4.3
Form of warrant issued in May 2020.
8-K
001-38677
4.1
5/22/2020
4.4
Form of pre-funded warrant issued in May 2020.
8-K
001-38677
4.2
5/22/2020
4.5
Form of placement agent warrant issued in May 2020.
8-K
001-38677
4.3
5/22/2020
50
Table of Contents
Exhibit
Incorporated by Reference
Number
Description
Form
File No.
Exhibit
Filing Date
4.6
Form of warrant offered in July 2020.
S-1
333-239887
4.3
7/16/2020
4.7
Form of pre-funded warrant issued in July 2020.
S-1
333-239887
4.4
7/16/2020
4.8
Form of placement agent warrant offered in July 2020.
S-1
333-239887
4.5
7/16/2020
4.9
[omitted.]
4.10
Form of Series B Warrant offered in February 2022.
S-1/A
333-262195
4.9
2/3/2022
4.11
[omitted.]
S-1/A
333-262195
4.10
2/3/2022
4.12
Warrant Agency Agreement, dated February 8, 2022, by and between the Registrant and American Stock & Trust Company LLC.
8-K
001-38677
4.4
2/9/2022
4.12.1
Amendment No. 1, dated July 22, 2022, to February 8, 2022 Warrant Agency Agreement by and between the Company and American Stock Transfer & Trust Company, LLC.
10-Q
001-38677
4.7
8/15/2022
4.13
Form of Series E Warrant offered in January 2023.
8-K
001-38677
4.1
1/13/2023
4.14
Form of Series F Warrant issued in March 2023.
8-K
001-38677
4.2
1/13/2023
4.15
Form of Series G Warrant issued in March 2023.
8-K
001-38677
4.3
1/13/2023
10.1
[omitted.]
10.10.1
Amendment to Change in Control and Severance Agreement, dated as of January 9, 2023, by and between Ra Medical Systems, Inc. and Jonathan Will McGuire.
8-K
001-38677
10.6
1/13/2023
10.16.1
Notice of Suspension of Corporate Integrity Agreement, dated January 11, 2023.
10-K
001-38677
10.16.1
3/28/2023
51
Table of Contents
Exhibit
Incorporated by Reference
Number
Description
Form
File No.
Exhibit
Filing Date
10.20
Form of Amended and Restated Support Agreement, dated January 9, 2023, by and among the Company, Catheter Precision, Inc. and directors, officers and certain shareholders of the Company.
8-K
001-38677
10.1
1/13/2023
10.21
Form of Lock-Up Agreement, dated January 9, 2023, by and among the Company; Catheter Precision, Inc.; directors, officers, and certain stockholders of the Company; and certain stockholders of Catheter.
8-K
001-38677
10.2
1/13/2023
10.24
Securities Purchase Agreement, dated January 9, 2023, by and among the Company and Armistice Master Fund Ltd. (“January 2023 SPA”).
8-K
001-38677
10.4
1/13/2023
-
Ex. A to January 2023 SPA (form of Certificate of Designation of Series A Convertible Preferred Stock).
8-K
001-38677
3.2
1/13/2023
-
Ex. B to January 2023 SPA (form of Registration Rights Agreement).
8-K
001-38677
10.5
1/13/2023
-
Ex. C to January 2023 SPA (form of Series F Warrant).
8-K
001-38677
4.2
1/13/2023
-
Ex. D to January 2023 SPA (form of Series G Warrant).
8-K
001-38677
4.3
1/13/2023
10.25
Registration Rights Agreement, dated January 9, 2023.
8-K
001-38677
10.5
1/13/2023
10.26
Warrant Inducement Offer Letter, dated January 9, 2023.
8-K
001-38677
10.3
1/13/2023
10.27.1
Debt Settlement Agreement and Release including certain royalty rights with David A. Jenkins, dated January 9, 2023.
10-K
001-38677
10.27.1
3/28/23
52
Table of Contents
Exhibit
Incorporated by Reference
Number
Description
Form
File No.
Exhibit
Filing Date
10.27.2
Debt Settlement Agreement and Release including certain royalty rights with Daniel C. Stanzione, Sr. Irrevocable Trust Dated December 31, 2007, dated January 9, 2023.
10-K
001-38677
10.27.2
3/28/23
10.27.3
Debt Settlement Agreement and Release including certain royalty rights with Fatboy Capital, L.P., dated January 9, 2023.
10-K
001-38677
10.27.3
3/28/23
31.1*
Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certifications of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certifications of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
*
Filed herewith.
The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended (Exchange Act), and is not to be incorporated by reference into any filing of Ra Medical Systems, Inc. under the Securities Act of 1933, as amended (Securities Act), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
53
Table of Contents
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 thereunto duly authorized.
RA MEDICAL SYSTEMS, INC.
(Registrant)
Date: June 2, 2023
By;
/s/ David A. Jenkins
Executive Chairman of the Board and
Interim Chief Executive Officer
(Principal Executive Officer)
Date: June 2, 2023
By:
/s/ Steve K. Passey
Steve K. Passey
Chief Financial Officer
(Principal Financial and Accounting Officer)
54
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.