Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Separation of Vice President
On October 29, 2019, Ra Medical Systems, Inc. (the “Company”), terminated Melissa Burstein as Vice President and as an employee of the Company, effective November 1, 2019. Ms. Burstein’s termination by the Company was without “Cause,” as defined in her Change in Control and Severance Agreement (the “Severance Agreement”) which has been filed as Exhibit 10.9 to the Company’s Registration Statement on FormS-1 (FileNo. 333-226191) with the Securities and Exchange Commission on July 16, 2018. Ms. Burstein is also eligible to receive the severance compensation benefits set forth and in accordance with the terms of the Severance Agreement. Additionally, Ms. Burstein’s equity incentive awards will remain subject to the terms of her existing equity award agreements with the Company.
Item 8.01 Other Events.
Press Release
On October 31, 2019, the Company issued a press release announcing the substantial completion of its previously announced Audit Committee investigation. A copy of the press release is attached as Exhibit 99.1 to this current report on Form8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Cautionary Note Regarding Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern Ra Medical’s future expectations, strategy, plans or intentions. Forward-looking statements in this communication include, but are not limited to, statements regarding Ra Medical’s implementation of remedial measures recommended by the Audit Committee, expectations with respect to future actions regarding the Company’s employees, the results of management’s review of its previously issued or announced financial statements and internal control over financial reporting and disclosure controls, the Company’s expectations with respect to the impact of its recently announced change in shelf life, the timing of the Company’s atherectomy trial, and expectations regarding the timing of Ra Medical’s periodic reports. These forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements. Factors that may cause future results to differ materially from management’s current expectations include, among other things: how promptly and thoroughly the recommendations of the Audit Committee can be implemented, potential legal or regulatory action related to the matters under investigation, the results of further review by the Company or others of certain matters that came to the Audit Committee’s attention during the course of its investigation, any matters arising out of the review and audit of Ra Medical’s financial statements by the Company’s independent registered public accounting firm, and other factors detailed from time to time in Ra Medical’s SEC reports, including its most recent annual report on Form 10-K, subsequent quarterly reports on Form10-Q, and in its other filings with the Securities and Exchange Commission. The forward-looking statements in this communication are based on information available to Ra Medical as of the date hereof. Ra Medical disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.
