Business Context and Reporting Period
This Form 8-K is a current report filed by Ra Medical Systems, Inc. (NYSE American: RMED) on September 29, 2022. The filing primarily addresses a joint press release with Catheter Precision, Inc. ("Catheter") regarding the presentation of Catheter's VIVO Technology at the Global Society of Cardiac Robotic Navigation annual meeting. Additionally, the report provides updates on the proposed stock-for-stock reverse merger between Ra Medical and Catheter, originally announced on September 12, 2022.
Key Financial Metrics
This filing is a current report regarding corporate events and does not contain specific financial statements, revenue figures, profit margins, cash flow data, or debt levels for the reporting period. The document explicitly states that financial information regarding Catheter and the combined entity is located in separate exhibits (Exhibits 99.2 through 99.6) filed on September 12, 2022, and in Ra Medical's Form 10-Q for the period ended June 30, 2022.
Material Changes and Transaction Status
- Merger Progress: Ra Medical and Catheter are proceeding with a reverse merger transaction 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.
- Regulatory Filings: A preliminary proxy statement regarding the merger was filed with the SEC on September 23, 2022. A definitive proxy statement is expected to follow.
- Product Milestone: Catheter's VIVO Technology is scheduled for three presentations at an industry conference held on September 29-30, 2022.
Guidance, Outlook, and Risks
Outlook and Conditions: The merger is contingent upon shareholder approval from both companies and the satisfaction of specific closing conditions. These conditions include a minimum prevailing stock price for Ra Medical and a required Net Cash amount at closing. The parties have reserved the right to waive certain conditions, including the stock price requirement.
Risks and Contingencies:
- Stock Price Sensitivity: If Ra Medical's stock price drops below certain levels, the merger consideration received by Catheter stockholders may be adversely impacted.
- Capital Markets: There are risks regarding the combined company's ability to access capital markets to meet Net Cash requirements and maintain its listing on the NYSE American.
- Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from expectations due to uncertainties, including the ability to consummate the merger, regulatory approvals, and the impact of the COVID-19 pandemic.
Investor Verification Checklist
- Review the Definitive Proxy Statement (once filed) for complete details on the merger terms and voting proposals.
- Examine Exhibits 99.2 through 99.6 from the September 12, 2022 Form 8-K for Catheter's audited and unaudited financial statements and pro forma combined financial information.
- Monitor Ra Medical's stock price relative to the minimum prevailing stock price condition required for the merger closing.
- Verify the status of shareholder approvals for both Ra Medical and Catheter.
- Assess the combined company's projected Net Cash position at closing to ensure it meets the Merger Agreement requirements.