As filed with the Securities and Exchange Commission on January 28, 2022
Registration No. 333-262195
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Ra Medical Systems, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 3841 | 38-3661826 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
2070 Las Palmas Drive
Carlsbad, CA 92011
760-804-1648
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jonathan Will McGuire
2070 Las Palmas Drive
Carlsbad, CA 92011
760-804-1648
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Martin J. Waters Robert L. Wernli, Jr. Eric Y. Hsu Wilson Sonsini Goodrich & Rosati, P.C. 12235 El Camino Real San Diego, CA 92130 Tel: (858) 350-2300 Fax: (858) 350-2399 |
Megan N. Gates Daniel Bagliebter Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, MA 02111 Tel: (617) 542-2241 Fax: (617) 542-2241 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 with any new or revised accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
|
| ||||
| Title of Each Class of Securities to be Registered |
Proposed Maximum Aggregate Offering Price(1)(2) |
Amount of Registration Fee | ||
| Units, each unit consisting of (i) one share of common stock, par value $0.0001 per share, and (ii) one warrant to purchase one share of common stock(3) |
$13,800,000(4) | $1,279.26 | ||
| Pre-funded units, each pre-funded unit consisting of (i) one pre-funded warrant to purchase one share of common stock and (ii) one warrant to purchase one share of common stock(3) |
$13,800,000(3) | $1,279.26 | ||
| Shares of common stock included in the units |
$— (5) | $— | ||
| Warrants included in the units and pre-funded units |
$— (5) | $— | ||
| Pre-funded warrants included in the pre-funded units |
$— (5) | $— | ||
| Shares of common stock issuable upon exercise of the warrants included in the units and pre-funded units |
$13,800,000 | $1,279.26 | ||
| Shares of common stock issuable upon exercise of the pre-funded warrants included in the pre-funded units |
$— | $— | ||
| Total |
$41,400,000 | $3,837.78(6) | ||
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| (1) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). |
| (2) | Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, dividends or similar transactions. |
| (3) | The proposed maximum offering price of the units proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded units offered and sold in the offering, and as such the proposed aggregate maximum offering price of the units together with the pre-funded units (including the common stock issuable upon exercise of the pre-funded warrants), if any, is $13,800,000. |
| (4) | Includes additional units which may be issued upon the exercise of a 45-day option granted to the underwriters to cover over-allotments, if any, up to 15% of the total number of units to be offered, which may be exercised for shares of common stock, warrants or both at the election of the underwriters. |
| (5) | No separate fee is required pursuant to Rule 457(g) under the Securities Act. |
| (6) | $3,837.78 of this amount was previously paid. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to such Section 8(a) may determine.
Explanatory Note
Ra Medical Systems, Inc. is filing this Amendment No. 2 (the “Amendment”) to its Registration Statement on Form S-1 (file No. 333-262195) solely for the purposes of re-filing Exhibit 4.8 and to revise the estimate of certain expenses described in Item 13 of Part II of the Registration Statement. Accordingly, this Amendment consists only of the facing page of the Registration Statement, this explanatory note, Item 13 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The Remainder of the Registration Statement has not changed and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth all expenses paid or payable by the registrant in connection with this offering. All amounts shown are estimates except for the SEC registration fee and the FINRA filing fee.
| Amount Paid or to Be Paid |
||||
| SEC registration fee |
$ | 3,838 | ||
| FINRA filing fee |
6,260 | |||
| Printing expenses |
20,000 | |||
| Legal fees and expenses |
420,000 | |||
| Accounting fees and expenses |
250,000 | |||
| Other fees and expenses |
49,902 | |||
|
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| Total |
$ | 750,000 | ||
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Item 16. Exhibits and Financial Statement Schedules.
| (a) | Reference is made to the attached Exhibit Index. |
| (b) | No financial statement schedules are provided because the information called for is not required or is shown in the financial statements or the notes thereto. |
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EXHIBIT INDEX
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| 101.SCH^ | Inline XBRL Taxonomy Extension Schema Document | |||||||||
| 101.CAL^ | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||
| 101.DEF^ | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||
| 101.LAB^ |
Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||
| 101.PRE^ | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||
| 104^ | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||||
| * | Filed herewith. |
| + | Indicates a management contract or compensatory plan. |
| ^ | Previously filed. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 January 28, 2022.
| RA MEDICAL SYSTEMS, INC. | ||
| By: | /s/ Jonathan Will McGuire | |
| Name: | Jonathan Will McGuire | |
| Title: | Chief Executive Officer | |
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 of Capacities |
Date | ||
| /s/ Jonathan Will McGuire Jonathan Will McGuire |
Director and Chief Executive Officer (Principal Executive Officer) |
January 28, 2022 | ||
| /s/ Andrew Jackson Andrew Jackson |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
January 28, 2022 | ||
| * Martin Colombatto |
Chairman of the Board of Directors | January 28, 2022 | ||
| * Richard Mejia, Jr. |
Director | January 28, 2022 | ||
| * Joan Stafslien |
Director | January 28, 2022 | ||
| * Susanne Meline |
Director | January 28, 2022 | ||
| *By: | /s/ Jonathan Will McGuire | |
| Jonathan Will McGuire | ||
| Attorney-in-fact | ||
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