S-8

As filed with the Securities and Exchange Commission on March 16, 2021

Registration No. 333-             

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

RA MEDICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

\

Delaware	38-3661826
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2070 Las Palmas Drive

Carlsbad, California

(760) 804-1648

(Address of principal executive offices, including zip code)

Ra Medical Systems, Inc. 2018 Equity Incentive Plan

Ra Medical Systems, Inc. 2018 Employee Stock Purchase Plan

(Full title of the plan)

Jonathan Will McGuire

Ra Medical Systems, Inc.

2070 Las Palmas Drive

Carlsbad, California 92011

(760) 804-1648

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Daniel Horwood

Ra Medical Systems, Inc.

2070 Las Palmas Drive

Carlsbad, California 92011

(760) 804-1648

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act.☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Ra Medical Systems, Inc. 2018 Equity Incentive Plan	65,285(2)	$6.00(4)	$391,710	$42.74
Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Ra Medical Systems, Inc. 2018 Employee Stock Purchase Plan	11,870(3)	$5.10(5)	$60,537	$6.60
TOTAL:	77,155		$452,247	$49.34

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Ra Medical Systems, Inc. 2018 Equity Incentive Plan (“2018 Plan”) and the Ra Medical Systems, Inc. 2018 Employee Stock Purchase Plan (“2018 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2) Represents 65,285 shares of common stock reserved for issuance pursuant to future awards as a result of the annual evergreen increase under the 2018 Plan.

(3) Represents 11,870 shares of common stock reserved for issuance pursuant to future awards as a result of the annual evergreen increase under the 2018 ESPP.

(4) Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee on the basis of $6.00, the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on March 11, 2021.

(5) Estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating the total registration fee. Computation based upon 85% (see explanation in following sentence) of $6.00, the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on March 11, 2021. Pursuant to the 2018 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the common stock on (i) the first trading day of the offering period or (ii) the exercise date.

RA MEDICAL SYSTEMS, INC.

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement registers additional shares of the common stock of Ra Medical Systems, Inc. (the “Registrant”) to be issued pursuant to the Registrant’s 2018 Equity Incentive Plan (the “2018 Plan”) and 2018 Employee Stock Purchase Plan (the “2018 ESPP”). Accordingly, the contents of the previous Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on October 4, 2018 (File No. 333-227696) are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

(1) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on March 16, 2021;

(2) All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above; and

(3) The description of the Registrant’s common stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-38677) filed with the Commission on December 17, 2020, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Under no circumstances will any information furnished under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 8.Exhibits.

Exhibit Number	Description
4.1	Specimen Common Stock Certificate of the Registrant (which is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-226191), filed with the Commission on July 16, 2018).
4.2	Ra Medical Systems, Inc. 2018 Equity Incentive Plan and Forms of Award Agreement thereunder, as amended (which are incorporated herein by reference to Exhibit 8-K to the Registrant’s Current Report on Form 8-K (Registration No. 001-38677), filed with the Commission on October 13, 2020).
4.3	Ra Medical Systems, Inc. 2018 Employee Stock Purchase Plan (which is incorporated herein by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-226191), filed with the Commission on September 17, 2018).
5.1	Opinion of Daniel Horwood, General Counsel.
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Daniel Horwood (contained in Exhibit 5.1 hereto).
24.1	Power of Attorney (contained on signature page hereto).

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, on March 16, 2021.

Ra Medical Systems, Inc.
By:	/s/ Jonathan Will McGuire
	Jonathan Will McGuire Chief Executive Officer

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jonathan Will McGuire, Andrew Jackson and Daniel Horwood, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer of Ra Medical Systems, Inc.), to sign the Registration Statement on Form S-8 of Ra Medical Systems, Inc., and any or all amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as they, he, or she might or could do in person, hereby and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agent, proxy and agent, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. 

Signature	Title		Date
/s/ Jonathan Will McGuire		Director and Chief Executive Officer		March 16, 2021
Jonathan Will McGuire		(Principal Executive Officer)
/s/ Andrew Jackson		Chief Financial Officer		March 16, 2021
Andrew Jackson		(Principal Financial Officer and Principal Accounting Officer)
/s/ Martin Colombatto		Chairman of the Board of Directors		March 16, 2021
Martin Colombatto
/s/ William R. Enquist, Jr.		Director		March 16, 2021
William R. Enquist, Jr.
/s/ Richard Mejia, Jr.		Director		March 16, 2021
Richard Mejia, Jr.
/s/ Susanne Meline		Director		March 16, 2021
Susanne Meline
/s/ Mark E. Saad		Director		March 16, 2021
Mark E. Saad
/s/ Joan Stafslien		Director		March 16, 2021
Joan Stafslien

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EX-5.1

Exhibit 5.1

OPINION OF DANIEL HORWOOD, GENERAL COUNSEL AND SECRETARY

March 16, 2021

Ra Medical Systems, Inc.2070 Las Palmas DriveCarlsbad, California 92011

Re:  Registration Statement on Form S‑8

Ladies and Gentlemen:

I am General and Secretary of Ra Medical Systems, Inc. a Delaware corporation (the “Company”), and have been asked to render this opinion in connection with the filing of a Registration Statement on FormS-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of (i) 65,285 shares of the Company’s common stock reserved for future issuance pursuant to the Ra Medical Systems, Inc. 2018 Equity Incentive Plan, and (ii) 11,870 shares of the Company’s common stock reserved for future issuance pursuant to the Ra Medical Systems, Inc. 2018 Employee Stock Purchase Plan (which plans are collectively referred to herein as the “Plans” and which shares of Common Stock are collectively referred to herein as the “Shares”). In my capacity as General Counsel and Secretary of the Company, I have examined the proceedings taken and am familiar with the actions proposed to be taken by the Company in connection with the issuance and sale of the Shares under the Plans and pursuant to the agreements related thereto.

On the basis of the foregoing, and in reliance thereon, it is my opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements that accompany the Plans, will be legally and validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of my name wherever it appears in the Registration Statement and in any amendment or supplement thereto.

Very truly yours,

/s/ Daniel Horwood__________

Daniel Horwood

General Counsel and Secretary

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 16, 2021, relating to the financial statements of Ra Medical Systems, Inc., appearing in the Annual Report on Form 10-K of Ra Medical Systems, Inc. for the year ended December 31, 2020.

/s/ DELOITTE & TOUCHE LLP

San Diego, California

March 16, 2021