Ra Medical Systems Inc.
06/16/2021 | Press release | Distributed by Public on 06/16/2021 04:03
Amendment to Current Report (SEC Filing - 8-K/A)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8‑K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 4, 2021
Ra Medical Systems, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-38677 |
38-3661826 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
2070 Las Palmas Drive
Carlsbad, California 92011
(Address of principal executive offices, including zip code)
(760) 804-1648
(Registrant's 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.0001 per share |
RMED |
NYSE American |
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. ☐
On June 10, 2021, Ra Medical Systems, Inc. (the 'Company') filed a Current Report on Form 8-K (the 'Original Report') with the Securities and Exchange Commission to report, among other things, the voting results from the Company's 2021 Annual Meeting of Stockholders ('Annual Meeting') held on June 4, 2021. This Amendment No. 1 amends Item 5.07 of the Original Report to disclose that Proposal 2, the amendment to the Company's 2018 Equity Incentive Plan to (i) increase the number of shares of common stock reserved for issuance thereunder by 270,000 shares, and (ii) modify the 'evergreen' provision by removing the cap on the number of shares that may be reserved for issuance, so that on January 1st of each year, commencing on January 1, 2022, the number of shares reserved for issuance under such plan will increase by 5% of the number of outstanding shares of common stock on such date or such lesser amount as the Board may determine, did not receive the required votes to pass. The amendment to the 2018 Equity Plan was not enacted and none of the shares covered by Proposal 2 have been issued.
In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the complete text of Item 5.07 of the Original Report, as amended hereby, is set forth below.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 4, 2021, the Company held the Annual Meeting. As of April 9, 2021, the record date for the Annual Meeting, 3,255,980 of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 2,007,152 shares of common stock were present in person or represented by proxy for the proposals summarized below:
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1. |
Election of Two Class III Directors. The following nominees were re-elected by the holders of our common stock to serve as our Class III directors to hold office until our 2024 annual meeting of stockholders or until their successors have been duly elected and qualified: |
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Nominee |
For |
Withhold |
Broker Non-Votes |
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William R. Enquist, Jr. |
809,332 |
376,963 |
820,857 |
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Richard Mejia, Jr. |
848,558 |
337,737 |
820,857 |
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2. |
Amendment to Company's 2018 Equity Incentive Plan. The amendment to the Company's 2018 Equity Incentive Plan to (i) increase the number of shares of common stock reserved for issuance thereunder by 270,000 shares, and (ii) modify the 'evergreen' provision by removing the cap on the number of shares that may be reserved for issuance, so that on January 1st of each year, commencing on January 1, 2022, the number of shares reserved for issuance under such plan will increase by 5% of the number of outstanding shares of common stock on such date or such lesser amount as the Board may determine was not approved based on the following results of voting: |
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For |
Against |
Abstain |
Broker Non-Votes |
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461,121 |
429,688 |
295,486 |
820,857 |
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3. |
Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified based on the following results of voting: |
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For |
Against |
Abstain |
Broker Non-Votes |
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1,822,248 |
181,736 |
3,168 |
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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.
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RA MEDICAL SYSTEMS, INC. |
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Date: June 15, 2021 |
By: |
/s/ Andrew Jackson |
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Andrew Jackson |
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Chief Financial Officer |
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