Item 1.01. Entry into a Material Definitive Agreement.

Warrant Repricing

As previously reported, on February 4, 2022, Ra Medical Systems, Inc. (the “Company”) entered into a firm commitment underwritten public offering under which the Company sold (i) 9,535,000 units, priced at a public offering price of $0.50 per unit, with each unit consisting of one share of common stock, one warrant to purchase one share of common stock at an exercise price of $0.50 per share that expires on the first anniversary of the date of issuance (a “Series A Warrant”) and one warrant to purchase one share of common stock at an exercise price of $0.50 per share that expires on the seventh anniversary of the date of issuance (a “Series B Warrant” and together with the Series A Warrants, the “Existing Warrants”) and (ii) 14,467,893 pre-funded units, priced at a public offering price of $0.4999 per unit, with each pre-funded unit consisting of one pre-funded warrant to purchase one share of common stock at an exercise price of $0.0001 per share that expires on the twentieth anniversary of the date of issuance, one Series A Warrant and one Series B Warrant. Each Series A Warrant is exercisable at a price per share of common stock of $0.50, each Series B Warrant is exercisable at a price per share of common stock of $0.50 and each pre-funded warrant is exercisable at a price per share of common stock of $0.0001.  Each Existing Warrant and pre-funded warrant is immediately exercisable. 

On July 22, 2022, the Company reduced the exercise price of all Existing Warrants from $0.50 per share to $0.28 (the “Warrant Repricing”).  Following the Warrant Repricing, the Company entered into warrant inducement offer letters (the “Inducement Letters”) with certain investors to immediately exercise up to 22.2 million of the Existing Warrants held by such investors (the “Inducement Offer”).  In consideration for exercising the Existing Warrants, pursuant to the terms of the Inducement Letters, the Company will issue to the investors a new Series C Common Stock Purchase Warrant (the “Series C Warrant”) if the investor exercised a Series A Warrant or a new Series D Common Stock Purchase Warrant (the “Series D Warrant” and together with the Series C Warrants, collectively, the “New Warrants”) if the investor exercised a Series B Warrant, in each case, to purchase up to a number of shares of common stock equal to 100% of the number of shares of common stock issued pursuant to the immediate exercise of the corresponding Series A Warrants and Series B Warrants, as applicable. The Series C Warrant shall have an exercise price of $0.28 and a term of five years, and the Series D Warrant shall have an exercise price of $0.28 and a term of seven years. The Company expects to receive aggregate gross proceeds of approximately $6.2 million from the exercise of the Series A Warrants resulting in the issuance of up to an aggregate of approximately 22.2 million shares of common stock and a pro forma shares of common stock outstanding of approximately 54.52 million after giving effect to the exercise of the Series A Warrants. The Company expects to receive $0 in aggregate gross proceeds from the exercise of the Series B Warrants as none are anticipated to be exercised. The Existing Warrants and the shares underlying the Existing Warrants (“Existing Warrant Shares”) have been registered pursuant to a registration statement on Form S-1 (File No. 333-262195) (the “Registration Statement”) and were issued pursuant to that certain Underwriting Agreement, dated as of February 4, 2022 (the “Underwriting Agreement”).  The Registration Statement is currently effective and, upon exercise of the Existing Warrants pursuant to the Inducement Letter, will be effective for the issuance of the Existing Warrant Shares. The New Warrants and the shares underlying the New Warrants (the “New Warrant Shares”) are being issued in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and will be unregistered.  

The New Warrants will, in the event that the aggregate number of New Warrant Shares exceeds 19.99% of the outstanding shares of common stock of the Company (determined as of the date hereof), be initially exercisable with respect to 19.99% of the outstanding shares of common stock of the Company (determined as of the date hereof), with the remainder of the New Warrants being exercisable on the date upon which the stockholders of the Company approve a proposal allowing for the exercise of all of the New Warrants, pursuant to the rules and regulations of the NYSE American.  In addition, within 45 days of the date hereof, the Company will file a registration statement on the appropriate form providing for the resale of the New Warrant Shares and shall use

commercially reasonable efforts to cause such registration statement to become effective within 90 days following the date hereof.  Subject to certain exceptions, for a period of 30 days following the date hereof, the Company has agreed not to issue any shares of common stock or securities convertible into or exercisable or exchangeable for, or that would otherwise entitle the holder thereof to receive, the Company’s common stock.

Ladenburg Thalmann & Co. Inc. (“Ladenburg”) acted as the exclusive warrant inducement agent and financial advisor to the Company in connection with the Inducement Offer. The Company agreed to pay Ladenburg an aggregate cash fee equal to 8.0% of the gross proceeds received by the Company from the Inducement Offer.

The description of terms and conditions of the Inducement Letter, the Series C Warrant, and the Series D Warrant set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Series C Warrant, form of Series D Warrant, and form of Inducement Letter attached hereto as Exhibits 4.1, 4.2 and 10.1, respectively.

Term Sheet

On June 18, 2022, the Company signed a non-binding summary of proposed terms (the “Term Sheet”) with Catheter Precision Inc. (“Catheter Precision”), to acquire 100% of the outstanding equity interests of Catheter Precision by means of a reverse triangular merger of a wholly owned subsidiary of the Company with and into Catheter Precision, with Catheter Precision as the surviving corporation and wholly owned subsidiary of the Company, followed by a second merger of Catheter Precision into a second wholly-owned subsidiary of Ra Medical, with such subsidiary being the surviving entity (the “Merger”). Pursuant to the Merger, and notwithstanding the terms contemplated in the Term Sheet, it is currently contemplated that the Company would acquire Catheter Precision in exchange for shares of a newly designated series of non-voting preferred stock of the Company (the “Merger Preferred Stock”) that would be issued to Catheter Precision securityholders. Stockholder approval will be required in order to convert the shares of Merger Preferred Stock into shares of voting common stock of the Company (the “Stockholder Approval”).  Pursuant to the terms of the Term Sheet and subject to Stockholder Approval to convert the shares of Merger Preferred Stock into common stock of the Company (and excluding any offering by the Company of shares of its capital stock), (i) the equity and debt holders of Catheter Precision immediately after the Closing and following the Stockholder Approval, would own 83.3% of the equity of the Company on a fully diluted basis and (ii) the equity holders of the Company (including in-the-money option holders and in-the-money warrant holders) would own 16.7% of the equity of the Company on a fully diluted basis, calculated via the Treasury Stock Method.

The Company has not entered into a binding agreement with Catheter Precision with respect to the Merger transaction.  The Company is currently completing its due diligence review of Catheter Precision and is continuing to negotiate the terms of a definitive merger agreement.  Accordingly, the Company cannot provide any assurance that it will effect the Merger or, if it is are able to consummate such a transaction, that the terms of any such merger transaction will be favorable to and approved by the Company’s stockholders. The consummation of the Merger would also be subject to specified conditions precedent that must be satisfied or waived in order to complete the Merger, including conditions precedent that are subject to the approval or consent of third parties. These conditions precedent include: confirmation from NYSE American that the Merger will not violate or otherwise be subject to sections of the NYSE American Listed Company’s Guide relating to treatment of the Merger as a reverse merger transaction or requiring shareholder approval to approve the Merger or to issue shares of the Company’s common stock and/or preferred stock to the securityholders of Catheter Precision; the Company’s obligation to deliver a minimum of $5.0 million in “net cash” at the closing of the Merger; the Company not being designated as a “shell company” by the Securities and Exchange Commission (the “SEC”) or the NYSE American; satisfactory resolution, in the sole discretion of Catheter Precision, of the outstanding putative securities class action complaint and shareholder derivative complaint that the Company previously disclosed; the review and completion of due diligence by Catheter Precision of the Settlement Agreement and Corporate Integrity Agreement associated with the Company’s settlements with the United States Department of Justice, the Office of the Inspector General and the participating states, and Catheter Precision’s decision, in its sole discretion, to proceed with the Merger in light of the terms of the Settlement Agreement and Corporate Integrity Agreement, as may be subsequently modified, amended or terminated.  The Company cannot be certain that all of the conditions precedent will be satisfied or waived in a timely manner or at all, or that the Company will receive any of the required third party consents or approvals in a timely manner or at all.

The description of terms and conditions of the Term Sheet set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet attached hereto as Exhibit 10.2.