Business Context and Reporting Period
This Form 8-K is a current report filed by Ra Medical Systems, Inc. (not Catheter Precision, Inc., which was the target of a prior merger) on March 21, 2023. The filing details the results of a Special Meeting of stockholders held on the same date to vote on five specific proposals regarding capital structure and corporate governance.
Key Financial Metrics
This filing is a corporate governance report and does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The only quantitative data present relates to share counts and voting statistics.
Material Changes and Voting Results
As of the record date (February 3, 2023), there were 2,492,558 shares of common stock outstanding. At the Special Meeting, 1,304,967 shares were represented (approximately 52.35% of outstanding shares). All five proposals were approved by the stockholders:
- Proposal 1: Approved the issuance of more than 19.99% of outstanding common stock upon the exercise of Series E Common Stock Purchase Warrants. (Votes For: 259,937; Against: 77,670).
- Proposal 2: Approved the issuance of more than 19.99% of outstanding common stock in connection with the sale of Class A and Class B units and the exercise/conversion of Series F and G Warrants and Series A Convertible Preferred Stock. (Votes For: 262,554; Against: 75,678).
- Proposal 3: Approved the issuance of common stock upon conversion of outstanding Series X Convertible Preferred Stock (issued during the merger with Catheter Precision, Inc.). (Votes For: 268,043; Against: 70,714).
- Proposal 4: Ratified the appointment of Haskell & White LLP as the independent registered public accounting firm for the fiscal year ended December 31, 2022. (Votes For: 1,248,217; Against: 29,547).
- Proposal 5: Approved the adjournment of the Special Meeting if necessary to solicit further votes (not required as other proposals passed). (Votes For: 1,181,196; Against: 87,075).
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook for future periods. It does not disclose specific risks or contingencies beyond the standard disclosure of the voting outcomes. The filing notes that the registrant is an emerging growth company.
Key Facts for Investor Verification
- Verify the exact number of shares to be issued upon the exercise of Series E, F, and G warrants and the conversion of Series A and Series X preferred stock to assess potential dilution.
- Confirm the terms of the Class A and Class B units mentioned in Proposal 2, as these involve complex capital structures with warrants and convertible preferred stock.
- Review the definitive proxy statement (Schedule 14A) filed on February 9, 2023, for detailed descriptions of the proposals and the merger context with Catheter Precision, Inc.
- Note that the filing explicitly states the registrant is Ra Medical Systems, Inc., despite the user metadata referencing Catheter Precision, Inc.