Business Context and Reporting Period
This Form 8-K is a current report filed by Ra Medical Systems, Inc. (the "Company") on November 29, 2022. The filing primarily addresses a strategic transaction with Catheter Precision, Inc. ("Catheter"), a privately held medical device company focused on cardiac electrophysiology. The report details the completion of clinical procedures utilizing Catheter's technology and provides updates on the proposed stock-for-stock reverse merger between the two entities.
Key Financial Metrics
This filing is a Current Report (Form 8-K) regarding a specific event and does not contain the Company's or Catheter's standalone revenue, profit, cash flow, margins, debt, or liquidity metrics for the reporting period. The text explicitly states that financial data for Catheter Precision (audited for the two years ended December 31, 2021, and unaudited for periods ended June 30, 2022) and pro forma combined financial information were previously filed in a Form 8-K on September 12, 2022, and in the Preliminary Proxy Statement filed on September 23, 2022.
Material Changes and Events
- Clinical Milestone: Ra Medical and Catheter Precision announced the completion of more than 20 procedures at NYU Langone Hospital using Catheter's VIVOTM System. This system enables physicians to identify the origin of arrhythmias prior to a procedure.
- Merger Status: The companies are proceeding with a proposed reverse merger where Catheter will become a wholly owned subsidiary of Ra Medical. The transaction is expected to close before the end of 2022, subject to closing conditions including shareholder approval from both companies.
- Regulatory Filings: The Company intends to file a Definitive Proxy Statement to solicit shareholder votes on the Merger and the issuance of Ra Medical Common Stock to Catheter shareholders.
Guidance, Outlook, and Risks
Outlook and Management Commentary: The combined company aims to focus on the cardiac electrophysiology market, described as a robust and growing area of medical devices. Management highlights the strategic value of integrating Catheter's VIVO system and other products (Amigo and vessel closure devices) into Ra Medical's portfolio.
Risks and Contingencies:
- Closing Conditions: The Merger is subject to conditions including a minimum prevailing stock price for Ra Medical and a specific Net Cash amount at closing. If Ra Medical's stock price drops below certain levels, the merger consideration for Catheter stockholders may be adversely impacted.
- Forward-Looking Statements: Actual outcomes may differ materially due to uncertainties in consummating the Merger, accessing capital markets, and maintaining stock exchange listing status.
- External Factors: Risks are amplified by the ongoing COVID-19 pandemic, economic uncertainty, and stock market volatility.
- Pro Forma Limitations: Previously filed pro forma financial information does not reflect potential cost savings or restructuring costs associated with the Merger.
Investor Verification Checklist
- Verify the status of the Definitive Proxy Statement and the scheduled date for the Ra Medical Special Meeting of Stockholders.
- Review the September 12, 2022 Form 8-K and September 23, 2022 Preliminary Proxy Statement for Catheter Precision's audited and unaudited financial statements.
- Monitor Ra Medical's stock price relative to the minimum prevailing stock price condition required for the Merger to close.
- Confirm the Net Cash requirements at closing and the Company's ability to meet them.
- Read the Private Placement Memorandum/Joint Information Statement intended for Catheter Precision stockholders.