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 16, 2022
Ra Medical Systems, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-38677 |
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38-3661826 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $0.0001 per share |
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RMED |
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 16, 2022, the board of directors (the “Board”) of Ra Medical Systems, Inc. (the “Company”) amended Sections 2.6 and 2.9 of the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately (the “Bylaws Amendment”). Section 2.6 of the Bylaws was amended to reduce the quorum required to hold meetings of the Company’s stockholders from a majority of the voting power of the stock issued and outstanding and entitled to vote of the voting power of the stock issued and outstanding and entitled to vote. Section 2.9 of the Bylaws was amended to change the voting threshold for all matters other than the election of directors to be the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at a stockholder meeting and casting votes affirmatively or negatively on the subject matter, except as otherwise provided by law, the certificate of incorporation, the Bylaws or the rules of any applicable stock exchange.
The Bylaws Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
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Exhibit |
Description |
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3.1 |
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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.
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RA MEDICAL SYSTEMS, INC. |
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Date: August 17, 2022 |
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By: |
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/s/ Jonathan Will McGuire |
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Jonathan Will McGuire |
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Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 3.1
AMENDED AND RESTATED BYLAWS OF
RA MEDICAL SYSTEMS, INC.
The Amended and Restated Bylaws (the “Bylaws”) of Ra Medical Systems, Inc. (the “Company”), adopted by the Board of Directors of the Company (the “Board”) are hereby amended (the “Amendment”) as follows:
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1. |
The first sentence of Section 2.6 (Quorum) of the Bylaws is amended and restated in its entirety to read as follows: |
“The holders of one-third (1/3rd) of the voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders.”
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2. |
The first sentence of the third paragraph of Section 2.9 (Voting) of the Bylaws is amended and restated in its entirety to read as follows: |
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“Except as otherwise provided by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and casting votes affirmatively or negatively on the subject matter shall be the act of the stockholders.”
Except as expressly modified hereby, the Bylaws and all of the provisions contained therein shall remain in full force and effect. The Amendment and the Bylaws shall be read and construed together as a single instrument. To the extent of any inconsistency between the terms contained in the Bylaws and the Amendment, the terms of the Amendment shall control. Any reference in any document or agreement to the Bylaws shall include the Amendment and shall refer to the Bylaws as amended by the Amendment.
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