Item 8.01. Other events.
On October 4, 2022, Ra Medical Systems, Inc. and Precision Catheter, Inc.
(“Catheter”) issued a joint press release announcing that Catheter has filed a method of use WE patent application for its VIVO™ (View Into Ventricular Onset) technology. A copy of this press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Additional information and where to find it
On September 12, 2022, Medical Ra announced the conclusion of an agreement and a merger plan (the “Merger Agreement”) with a private company Precision Catheter, Inc.
(“Catheter”), a technology and medical device company specializing in the field of cardiac electrophysiology. Under the terms of the merger agreement, Catheter will become a wholly owned subsidiary of Medical Ra in a reverse stock merger transaction (the “Merger”). If completed, the merger will result in a combined, publicly traded company that will focus on the cardiac electrophysiology market, one of the most robust and growing areas of medical devices.
The Merger is expected to be completed before the end of 2022, subject to the satisfaction of certain closing conditions, including the receipt of shareholder approval by both companies. The descriptions of the merger, the proposals put to the vote in connection with the merger at the special meeting of shareholders of Ra Medical, Catheter and the other transactions and matters contemplated or referenced herein do not purport to be complete and are qualified in their entirety. by reference to the company’s current reports on Form 8-K, including current reports on Form 8-K filed on September 12, 2022 and September 2, 2022the company’s quarterly report on Form 10-Q for the period ended June 30, 2022 and any prior or subsequent report on Form 10-K, Form 10-Q or Form 8-K filed with the Security and Exchange Commission (the “SEC”) from time to time and available on the SECOND website. On September 23, 2022the Company has filed a preliminary proxy statement relating to the Catheter Precision Merger with the SECONDas described in more detail below.
This communication relates to the proposed merger involving Catheter and the Company and may be considered a solicitation document with respect to the proposed transaction. As part of the proposed Merger between Catheter and the Company, the September 23, 2022the Company has filed a preliminary proxy statement with the SECOND and intends to file a definitive proxy statement (the “Definitive Proxy”). This communication does not replace the definitive power of attorney or any other document that the Company may file with the SECOND or send to the Company’s shareholders in connection with the contemplated transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITYHOLDERS ARE ADVISED TO READ THE FINAL DOCUMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITYHOLDERS CAN OBTAIN FREE COPIES OF THESE DOCUMENTS (WHEN AVAILABLE) AND OTHER RELATED DOCUMENTS FILED WITH THE SEC AT SEC’S WEBSITE AT WWW.SEC.GOV, RA MEDICAL INVESTOR RELATIONS WEBPAGE AT HTTPS://IR.RAMED.COM/.
This communication does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful. prior to registration or qualification under the securities laws of any such jurisdiction.
Participants in the solicitation
Catheter, the Company and their respective directors and officers may be considered participants in the solicitation of proxies from shareholders of the Company in connection with the proposed transaction. Information about the company’s directors and officers is set forth in the company’s annual report on Form 10-K for the year ended December 31, 2021
which has been filed with the SECOND on March 24, 2022the Company’s definitive proxy statement for its annual meeting of shareholders filed on April 21, 2022and in the documents subsequently filed by the Company with the SECOND. OTHER INFORMATION REGARDING THE INTERESTS OF SUCH PERSONS, AS WELL AS INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF CATHETER AND
OTHER PERSONS WHO MAY BE DEEMED TO PARTICIPATE IN THE PROPOSED TRANSACTION WILL BE SET FORTH IN THE DEFINITIVE PROXY AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC WHEN AVAILABLE. YOU CAN OBTAIN FREE COPIES OF THESE MATERIALS AS DESCRIBED IN THE PREVIOUS PARAGRAPH.
Caution Regarding Forward-Looking Statements
This communication contains forward-looking statements which include, but are not limited to, statements regarding the expected timing, completion and effects of the proposed merger, future access to capital markets, and the plans and expectations of the combined company regarding Catheter’s products, including its plans, strategies, projected timelines and estimated markets, for and/or related to LIVE and the Amigo and vessel closure devices described above. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The Company’s expectations and beliefs regarding such matters may not materialize. Actual results and results may differ materially from those contemplated by these forward-looking statements due to uncertainties, risks and changed circumstances, including, but not limited to, risks and uncertainties relating to: the ability of the parties to complete the proposed Merger, the satisfaction of closing conditions precedent to the completion of the proposed Merger, potential delays in the completion of the Merger and the Company’s ability to timely and successfully realize the anticipated benefits of the Merger , including the combined company’s ability to access the capital markets at the times and in the amounts and on the terms necessary to meet the net cash requirements of the merger agreement, execute its future business strategies and maintain its listing. on the US NYSE or other national stock exchange, the potential application of SECOND and/or to trade the rules of the “shell company”, and the combined company’s ability to successfully continue its product lines in the manner and within the timeframe described herein. The merger agreement contains certain closing conditions, including a minimum share price in effect for Medical Ra and Net cash amount at closing, which are not representations or undertakings of either party, and are subject to waiver by the parties. Whether Medical Ra stock price falls below certain levels, the amount of merger consideration, if any, received by Catheter shareholders will be affected. The parties have reserved the right to waive the conditions to closing of the Merger, including the share price condition, and to revise the Merger Agreement. Additional risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements are included under “Risk Factors” and elsewhere in the Company’s most recent filings with the SECONDincluding the company’s quarterly report on Form 10-Q for the quarter ended June 30, 2022Attachments 99.7 and 99.8 Company’s current report on Form 8-K filed on September 12, 2022and any prior or subsequent report on Form 10-K, Form 10-Q or Form 8-K filed with the SECOND from time to time and available at www.sec.gov. Important business and financial information about Catheter’s business and related discussion and analysis of Catheter’s financial condition and results of operations are described in the “Summary Description of the Business of Catheter Precision”, included in Exhibit 99.2 to the company’s current report on Form 8-K filed on September 12, 2022and “Catheter Precision Management’s Discussion and Analysis”, included in Exhibit 99.3 to the company’s current report on Form 8-K filed on September 12, 2022. This information should be read in conjunction with certain audited financial statements of Catheter for the two-year period ended December 31, 2021 (the “Catheter Precision Audited Financial Statements”), the unaudited financial statements of Catheter for the periods ended June 30, 2022 and June 30, 2021
(the “Catheter Precision Unaudited Financial Statements and, together with the Catheter Precision Audited Financial Statements, the “Catheter Precision Financial Statements”), and the unaudited pro forma Combined Financial Information of the Combined Company at June 30, 2022 and for the year ended
December 31, 2021 and the six months ended June 30, 2022 (the “Pro Forma Financial Information” and, collectively with Catheter’s Financial Statements, the “Financial Information”), which were filed as Exhibit 99.4, Exhibit 99.5 and Exhibit 99.6 to the Company’s Current Report on Form 8- K filed on September 12, 2022, respectively. The risks and uncertainties relating to the merger, the catheter, and the projections and estimates described above that could cause actual results to differ materially from those expressed or implied by any forward-looking statements are described in the section “Risk Factors – Risks Related to the Merger with Catheter Precision and – Risks Related to Our Evaluation of Strategic Alternatives for our Legacy Assets” and “Risk Factors – Risks Related to the Business of Catheter Precision”, which were filed as Exhibit 99.7 and Exhibit 99.8 to the company’s current report on Form 8-K filed on September 12, 2022, respectively. These documents are available on the Company’s Investor Relations page at https://ir.ramed.com/ by clicking on the link entitled “SEC Filings”. The risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty, and the continued volatility in equity markets and the WE economy in general. The extent of the impact of the COVID-19 pandemic on the Company’s and Catheter’s business, operations and financial results, including the duration and magnitude of those effects, will depend on many factors, which are unpredictable, including, but
without limitation, the duration and spread of the outbreak, its severity, actions to contain the virus or address its impact, and how quickly and to what extent normal economic and operational conditions can resume.
The forward-looking statements included in this communication speak only as of the date hereof. The Company and Catheter undertake no obligation and do not intend to update these forward-looking statements, except as required by law.
Item 9.01. Financial statements and supporting documents.
99.1 Press Release of Ra Medical Systems, Inc. on October 4, 2022.
104 Cover Page Interactive Data File (online XBRL formatted).
© Edgar Online, source Previews