UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM
___________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):p
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(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
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(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
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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 |
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 3.02. Unregistered Sales of Equity Securities.
Issuance of Securities in Private Placement
On July 5, 2023, Ra Medical Systems, Inc. (the “Company”) issued 1,093,552 shares of its common stock in connection with the conversion of 1,750 shares of its outstanding Series A Convertible Preferred Stock. The shares were issued in connection with two separate conversions of 875 shares of Series A Convertible Preferred Stock into 546,776 shares of common stock that occurred on July 3, 2023. Each share of Series A Convertible Preferred Stock is convertible into approximately 625 shares of common stock. The common stock was issued pursuant to the exemption contained in Section 3(a)(9) of the Securities Act of 1933, as amended (the “Act”), which applies to transactions in which a security is exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. The shares issued have been registered for resale on an effective registration statement on Form S-3.
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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: July 7, 2023 | By: | /s/ Steven Passey | |
| Steven Passey | |||
| Chief Financial Officer and Secretary | |||
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Cover |
Jul. 03, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | Ra Medical Systems, Inc. |
| Entity Central Index Key | 0001716621 |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Emerging Growth Company | true |
| Document Period End Date | Jul. 03, 2023 |
| Entity Ex Transition Period | false |
| Entity Incorporation State Country Code | DE |
| Entity Tax Identification Number | 38-3661826 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Address State Or Province | SC |
| Entity File Number | 001-38677 |
| Entity Address Address Line 1 | 1670 Highway 160 West |
| Entity Address Address Line 2 | Suite 205 |
| Entity Address City Or Town | Fort Mill |
| Entity Address Postal Zip Code | 29708 |
| City Area Code | 973 |
| Local Phone Number | 691-2000 |
| Security 12b Title | Common Stock, par value $0.0001 per share |
| Trading Symbol | RMED |
| Security Exchange Name | NYSE |