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):
October 14, 2019
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
(Registrants 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 | RMED | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
On October 14, 2019, Dean S. Irwin, a member of the Ra Medical Systems, Inc. (the Company) Board of Directors (the Board), informed the Board and the Companys Secretary through a one sentence email message that he resigned from the Board, effective immediately. Following Mr. Irwins resignation, the Board will reduce its size from six members to five through the elimination of a Class I directorship.
The Company previously announced that Mr. Irwin was terminated as the Companys CEO effective August 12, 2019. During the time leading up to, and following, Mr. Irwins termination, he repeatedly voiced his concerns to the other Board members about his considerable differences with certain of its Board members and executive officers, and about the overall direction of the Company.
In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. Irwin a copy of the disclosures it is making in this Item 5.02 report no later than the day of filing this Form 8-K with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
17.1 | Letter from Dean S. Irwin resigning from the Ra Medical Systems, Inc. Board of Directors, dated October 14, 2019. |
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: October 15, 2019 | By: | /s/ Daniel Horwood | ||||
Daniel Horwood General Counsel and Secretary |
Exhibit 17.1
From: Dean Irwin
Sent: Monday, October 14, 2019 12:27 PM
To: Martin Colombatto; Bill Enquist; Mark Saad; Maurice Buchbinder; Richard Mejia
Cc: Daniel Horwood
Subject: Dean Irwin Board Resignation
Marty Colombatto and the Board of Directors of Ra Medical Systems,
I resign from my position as a member of the board of directors effective immediately.
Dean Irwin