As filed with the Securities and Exchange Commission on March 15, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
Dean Irwin
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:
Martin J. Waters
Zachary B. Myers
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
12235 El Camino Real
San Diego, CA 92130
Telephone: (858) 350-2300
Facsimile: (858) 350-2399
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 | Proposed Maximum | Proposed Maximum | Amount of |
Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Ra Medical Systems, Inc. 2018 Equity Incentive Plan | 634,462(2) | $6.78(4) | $4,301,652.36 | $521.36 |
Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Ra Medical Systems, Inc. 2018 Employee Stock Purchase Plan | 158,615(3) | $5.77(5) | $915,208.55 | $110.92 |
TOTAL: | 793,077 |
| $5,216,860.91 | $632.28 |
(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 634,462 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 158,615 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 $6.78, 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, 2019. |
(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 $6.78, 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, 2019. 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. |
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, 2018, filed with the Commission on March 15, 2019; |
| (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 September 26, 2018, 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.
Exhibit Number |
| Description |
4.1 |
| |
4.2 |
| |
4.3 |
| |
5.1 |
| Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. |
23.1 |
| Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. |
23.2 |
| |
24.1 |
|
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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 15, 2019.
Ra Medical Systems, Inc.
By: | /s/ Dean Irwin |
| Dean Irwin |
| Chief Executive Officer, Co-President, Chief Technology Officer, Chairman of the Board of Directors (Principal Executive Officer) |
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dean Irwin and Andrew Jackson, 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/ Dean Irwin Dean Irwin |
Chief Executive Officer, Co-President, Chief Technology Officer, Chairman of the Board of Directors | March 15, 2019 |
/s/ Andrew Jackson Andrew Jackson |
Chief Financial Officer | March 15, 2019 |
/s/ Mark Saad Mark Saad |
Director | March 15, 2019 |
/s/ William R. Enquist, Jr. William R. Enquist, Jr. |
Director | March 15, 2019 |
/s/ Maurice Buchbinder, M.D. Maurice Buchbinder, M.D. |
Director | March 15, 2019 |
/s/ Martin Colombatto Martin Colombatto |
Lead Director | March 15, 2019 |
/s/ Richard Mejia, Jr. Richard Mejia, Jr. |
Director | March 15, 2019 |
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