Ra Medical Systems and Catheter Precision Enter Into Definitive Merger Agreement

September 12, 2022—Ra Medical Systems, Inc., a publicly traded company, announced it has entered into an agreement and plan of merger with Catheter Precision, Inc., a privately held medical device and technology company in the field of cardiac electrophysiology.

Under the terms of the definitive merger agreement, Catheter Precision will become a wholly owned subsidiary of Ra Medical in a stock-for-stock reverse merger transaction. If completed, the merger will result in a combined publicly traded company that will focus on the cardiac electrophysiology market.

David Jenkins will be Chief Executive Officer of the combined company. Before taking the role as CEO of Catheter Precision, Mr. Jenkins was instrumental in operating several medical device start-ups, including Transneuronix, Inc., which was acquired by Medtronic in July 2005, and EP MedSystems, Inc., which was acquired by St. Jude Medical in July 2008.

Will McGuire, the current CEO of Ra Medical, and Brian Conn, the current interim CFO, have agreed to remain with the company through the closing of the merger.

Immediately following the closing of the merger, the combined company’s board of directors will consist of five directors, with David Jenkins joining the board of directors as the Executive Chair and a to-be-determined current director of Ra Medical resigning at the closing of the merger.

According to Ra Medical’s press release, Catheter Precision will pursue three products:

• VIVO (an acronym for View Into Ventricular Onset), which is the company’s lead product. The VIVO device, which is FDA cleared and CE Mark approved, utilizes noninvasive inputs to locate the origin of ventricular arrhythmias. Through its use, physicians can identify patients for invasive catheter ablation, and with those patients, reduce the amount of time in the invasive procedure.
• The second-generation Amigo is a robotic arm with FDA clearance and CE Mark approval that serves as a catheter control device that can be remotely controlled outside of the procedure room.
• A vessel closure device, expected to be released in the first half of 2023, that is designed to assist in the closure of the insertion site of the percutaneous catheter or other device used within the body.

The company noted that the merger is structured as a stock-for-stock reverse merger whereby all of Catheter Precision’s outstanding convertible promissory notes and equity interests are to be exchanged for shares of Ra Medical common stock and Catheter Precision options assumed by the company.

Catheter Precision stakeholders are expected to own approximately 80% of the combined company, and premerger Ra Medical equity holders are expected to own approximately 20% of the combined company, on a fully diluted basis calculated using the treasury stock method, subject to certain adjustments provided for in the merger agreement and further described in the Form 8-K, including adjustment based on the amount of Ra Medical’s net cash at closing.

The boards of directors of both companies have approved the Definitive Merger Agreement. The merger is expected to close before the end of 2022, subject to satisfying certain closing conditions, including the receipt of shareholder approval by both companies.

The definitive merger agreement follows the signing by Ra Medical and Catheter Precision of a nonbinding summary of proposed terms on June 18, 2022, which was publicly disclosed on July 22, 2022.

On July 5, Ra Medical Systems, advised that it had disclosed that its Board of Directors was reviewing strategic alternatives with the goal of maximizing shareholder value at the same time it announced FDA 510(k) clearance for the company’s DABRA 2.0 catheter as part of the DABRA excimer laser system.