Ra Medical Systems, Inc. (Form: 8-K, Received: 08/12/2022 16:02:36)

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):

August 10, 2022

Ra Medical Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38677		38-3661826
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2070 Las Palmas Drive

Carlsbad, California 92011

(Address of principal executive offices, including zip code)

(760) 804-1648

(Registrant’s telephone number, including area code)

Not Applicable

(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.

Amendment to Letter Agreement

On August 10, 2022, Ra Medical Systems, Inc. (the “Company”) and Brian Conn, the Company’s interim Chief Financial Officer, entered into an amendment (the “Amendment”) to the letter agreement dated May 27, 2022 (the “Agreement”). Pursuant to the terms of the Amendment, effective July 27, 2022, the term of the Agreement shall continue for a period of twelve months from June 27, 2022, unless terminated earlier pursuant to the terms of the Agreement. The Agreement shall renew for successive one-month periods on each expiration or renewal date, as applicable, only if mutually agreed to in writing by both parties. Pursuant to the terms of the Amendment, effective July 27, 2022, Mr. Conn will be eligible to receive cash compensation of $20,000 per month for providing services for twenty to thirty hours a week, increased from $10,000 per month for providing services for ten to fifteen hours a week.

The above summary description of Mr. Conn’s Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit	Description
10.1	Amendment to Letter Agreement by and between the Company and Brian Conn dated as of August 10, 2022.

104	Cover Page Interactive Data File (formatted as inline XBRL).

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: August 12, 2022	By:	/s/ Jonathan Will McGuire
		Jonathan Will McGuire
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 10.1

Brian Conn

Dear Brian,

This first amendment to the letter agreement dated May 27, 2022 (the "Agreement") sets forth the terms and conditions whereby you agree to provide certain services to Ra Medical Systems, Inc., a Delaware Corporation (the “Company”), and All terms of the Agreement remain the same except section 2 and 3.1 are replaces in their entirety with the following effective July 27, 2022:

TERM

The term of this Agreement shall continue for a period of twelve (12) months from the new date July 27, 2022, instead of May 27, 2022, that both parties signed this Agreement, unless earlier terminated (the “Term”). You or the Company may terminate this Agreement, with or without cause, effective immediately upon written notice to the other party. The parties understand and agree that the Term shall renew (the” Renewed Term”) for successive one (1) month periods on the expiration/renewal date(s) of this Agreement only if mutually agreed to in writing by both parties.

FEES AND EXPENSES

3.1The Company shall pay you at the rate of ~~$10,000~~ $20,000 per month for the Services. It is mutually agreed that you shall expect to work between ten twenty and ~~fifteen~~ thirty hours a week with a limit of ~~$100~~ 200 hours in any calendar month.

If this letter of the amendment accurately sets forth our understanding, kindly execute the enclosed Amendment No. 1 and return it to the undersigned.

Very truly yours,

Ra Medical Systems, Inc.

BY:	/s/ Will McGuire
Name:	Will McGuire
Title:	C.E.O.

ACCEPTED AND AGREED:

Brian Conn

BY:	/s/ Brian Conn
DATE:	8/10/22

Federal Tax Id. No./Social Security No.:

2070 Las Palmas Drive, Carlsbad, CA 92011•Office: (760) 804-1648 • Fax: (760) 804-1657

Info@ramed.com • www.ramed.com