Catheter Precision, Inc., a medical device and technology
company focused on cardiac electrophysiology, announces the
completion of more than 20 procedures at NYU Langone Hospital
utilizing the VIVO System that enables physicians to identify the
origin of arrhythmias pre-procedure. On September 12, 2022
privately held Catheter Precision announced a definitive merger
agreement with Ra Medical Systems (NYSE American: RMED), which, if
completed, will result in a combined publicly traded company
focusing on the cardiac electrophysiology market.
“Completing the first 20 cases with VIVO at NYU Langone hospital
is another milestone demonstrating clinical acceptance of our VIVO
system,” said David Jenkins, Catheter Precision CEO. “Continued
commercial usage indicates that the physicians believe VIVO
provides benefit and we look forward to continuing to draw on their
expertise for future growth including product development.”
“Identifying the origins of ventricular arrhythmias can be
difficult and time consuming,” said Larry Chinitz, Director of
electrophysiology and the Heart Rhythm Center at NYU Langone. “VIVO
has enabled us to rapidly identify the targeted ablation area and
provide additional insight into the patient’s unique anatomy and
arrythmia more rapidly. In addition to saving procedural time,
combining all of this data in advance of the procedure has
potential benefits for better treatment outcomes.”
Catheter Precision’s lead product, VIVO™ (View Into Ventricular
Onset), is a non-invasive 3D imaging system that enables physicians
to identify the origin of arrhythmias pre-procedure, thereby
streamlining workflow and reducing procedure time. VIVO has
received marketing clearance from the U.S. FDA and has been awarded
the CE mark. The company also intends to pursue a second generation
of Amigo®, a previously FDA-cleared and CE mark robotic arm that
can be used to remotely control catheters outside of the procedure
room. Additionally, Catheter Precision is working toward a
commercial launch of a vessel closure device, currently planned for
the first half of 2023.
Under the terms of the definitive merger agreement with Ra
Medical Systems, Catheter Precision will become a wholly owned
subsidiary of Ra Medical Systems in a stock-for-stock reverse
merger transaction. The merger is expected to close in the fourth
quarter of 2022 or the first quarter of 2023, subject to satisfying
certain closing conditions, including the receipt of required
shareholder approval.
About Catheter Precision
Catheter Precision is an innovative U.S.-based medical device
company bringing new solutions to market to improve the treatment
of cardiac arrhythmias. It is focused on developing groundbreaking
technology for electrophysiology procedures by collaborating with
physicians and continuously advancing its products.
Additional Information and Where to Find It
On September 12, 2022, Ra Medical announced entering into an
Agreement and Plan of Merger (the “Merger Agreement”) with
privately held Catheter Precision, Inc. (“Catheter”), a medical
device and technology company focused in the field of cardiac
electrophysiology. Under the terms of the Merger Agreement,
Catheter will become a wholly owned subsidiary of Ra Medical in a
stock-for-stock reverse merger transaction (the “Merger”). If
completed, the Merger will result in a combined publicly traded
company that will focus on the cardiac electrophysiology market,
one of the most robust and growing areas of medical devices.
The Merger is currently expected to close before the end of 2022
or during the first quarter of 2023, subject to satisfying certain
closing conditions, including the receipt of shareholder approval
by both companies. The descriptions of the Merger, the proposals to
be voted on in connection with the Merger at the Ra Medical Special
Meeting of Stockholders, Catheter and the other transactions and
matters contemplated thereby that are referenced herein do not
purport to be complete and are qualified in their entirety by
reference to the Company’s Reports filed with the Securities and
Exchange Commission (“SEC”), including the Current Reports on Form
8-K filed on September 12, 2022 and September 2, 2022, the
Company’s Quarterly Report on Form 10-Q for the period ended
September 30, 2022 and any prior or subsequent reports on Form
10-K, Form 10-Q or Form 8-K filed with the SEC from time to time
and available on the SEC website, as well as the Company’s
preliminary proxy statement relating to the Merger with Catheter
Precision that was filed with the SEC on September 23, 2022, as
amended on November 4, 2022, as further described below.
This communication relates to the proposed Merger involving
Catheter and the Company and may be deemed to be solicitation
material in respect of the proposed transaction. In connection with
the proposed Merger between Catheter and the Company, on September
23, 2022, the Company filed a preliminary proxy statement with the
SEC, as amended on November 4, 2022, and intends to file a
definitive proxy statement (the “Definitive Proxy”) to call, give
notice of and hold a meeting of its stockholders to vote to
approve, among other matters, (a) the Merger, and (b) the issuance
of the shares of the Ra Medical Common Stock to be issued pursuant
to the terms of the Merger Agreement. This communication is not a
substitute for the Definitive Proxy or any other documents that the
Company may file with the SEC or send to the Company’s stockholders
in connection with the proposed transaction. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND SECURITYHOLDERS ARE URGED TO READ
THE DEFINITIVE PROXY AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT
WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED
MATTERS. INVESTORS AND SECURITY HOLDERS MAY OBTAIN FREE COPIES OF
THESE DOCUMENTS (WHEN THEY ARE AVAILABLE) AND OTHER RELATED
DOCUMENTS FILED WITH THE SEC AT THE SEC’S WEBSITE AT WWW.SEC.GOV
,AND ON RA MEDICAL’S INVESTOR RELATIONS WEB PAGE AT
HTTPS://IR.RAMED.COM/.
Catheter Precision also intends to furnish an information
statement and consent solicitation to its stockholders in
connection with the proposed Merger as part of the PPM/Joint
Information Statement (as defined below). The only matters that the
Company is seeking approval for at the Special Meeting of
Stockholders are the matters that are set forth in the Definitive
Proxy.
The Definitive Proxy and PPM/Joint Information Statement will
contain important information about Catheter Precision, the
proposed Merger and related matters. In addition, on September 12,
2022, the Company filed a Current Report on Form 8-K that included
certain audited financial statements of Catheter Precision for the
two-year period ended December 31, 2021 (the “Catheter Audited
Financial Statements”), the unaudited financial statements of
Catheter Precision for the periods ended June 30, 2022 and June 30,
2021 (the “Catheter Precision Unaudited Financial Statements and
together with the Catheter Precision Audited Financial Statements,
the “Catheter Precision Financial Statements”), and the unaudited
pro forma combined financial information of the combined company as
of June 30, 2022 and for the year ended December 31, 2021 and the
six months ended June 30, 2022 (the “Pro Forma Financial
Information,” and collectively with the Catheter Precision
Financial Statements, the “Financial Information”).
Ra Medical intends to mail the Definitive Proxy to Ra Medical
stockholders, and Catheter Precision intends to electronically
disseminate the PPM/Joint Information Statement. INVESTORS AND
SECURITYHOLDERS OF RA MEDICAL AND CATHETER PRECISION ARE URGED TO
READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT RA MEDICAL, CATHETER PRECISION
AND THE PROPOSED MERGER. THIS COMMUNICATION IS NOT A SUBSTITUTE FOR
THE PPM/JOINT INFORMATION STATEMENT, THE DEFINITIVE PROXY, THE
CURRENT REPORTS ON FORM 8-K, INCLUDING THE CURRENT REPORT ON FORM
8-K FILED ON SEPTEMBER 12, 2022, THE COMPANY’S QUARTERLY REPORT FOR
THE PERIOD ENDED SEPTEMBER 30, 2022, OR ANY OTHER DOCUMENTS THAT RA
MEDICAL AND/OR CATHETER PRECISION MAY FILE WITH THE SEC OR SEND TO
THEIR RESPECTIVE SECURITYHOLDERS IN CONNECTION WITH THE PROPOSED
TRANSACTIONS. INVESTORS AND SECURITYHOLDERS MAY OBTAIN FREE COPIES
OF RA MEDICAL’S DOCUMENTS FILED WITH THE SEC, ONCE AVAILABLE, ON
THE RA MEDICAL WEBSITE OR ON THE SEC’S WEBSITE.
The unaudited pro forma combined financial information does not
purport to represent the actual results of operations that the
Company and Catheter Precision would have achieved had the
companies been combined during the periods presented in the
unaudited pro forma combined financial statements and is not
intended to project the future results of operations that the
combined company may achieve after the Merger. The unaudited pro
forma combined financial information does not reflect any potential
cost savings that may be realized as a result of the Merger and
also does not reflect any restructuring or integration-related
costs to achieve those potential cost savings.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
The shares of Common Stock being issued in the Merger (the
“Securities”) are being offered and sold in transactions exempt
from registration under the Securities Act, in reliance on Section
4(a)(2) thereof. Catheter Precision and Ra Medical intend to
distribute a Private Placement Memorandum/Joint Information
Statement (the “PPM/Joint Information Statement”) to the
stockholders of Catheter Precision, and Catheter Precision
stockholders are encouraged to carefully read the PPM/Joint
Information Statement, together with Ra Medical’s SEC filings,
which will contain important information concerning the
transaction.
The Securities have not been registered under the Securities Act
and such Securities may not be offered or sold in the United States
absent registration or an exemption from registration under the
Securities Act and any applicable state securities laws.
Participants in the Solicitation
Catheter, the Company, and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of the Company in
connection with the proposed transaction. Information about the
Company’s directors and executive officers is set forth in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2021 which was filed with the SEC on March 24, 2022, the
Company’s definitive proxy statement for its annual meeting of
stockholders filed on April 21, 2022, and in subsequent filings
made by the Company with the SEC. OTHER INFORMATION REGARDING THE
INTERESTS OF SUCH INDIVIDUALS, AS WELL AS INFORMATION REGARDING
CATHETER’S DIRECTORS AND EXECUTIVE OFFICERS AND OTHER PERSONS WHO
MAY BE DEEMED PARTICIPANTS IN THE PROPOSED TRANSACTION, WILL BE SET
FORTH IN THE DEFINITIVE PROXY AND OTHER RELEVANT MATERIALS TO BE
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE. YOU MAY OBTAIN FREE
COPIES OF THESE DOCUMENTS AT THE SEC’S WEBSITE AT WWW.SEC.GOV ,AND
ON RA MEDICAL’S INVESTOR RELATIONS WEB PAGE AT
HTTPS://IR.RAMED.COM/.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements which
include, but are not limited to, statements regarding expected
timing, completion and effects of the proposed Merger, future
access to capital markets, and the plans and expectations of the
combined company regarding Catheter’s products, including its
plans, strategies, projected timelines and estimated markets, for
and/or related to VIVO and the Amigo and vessel closure devices
described above. These forward-looking statements are subject to
the safe harbor provisions under the Private Securities Litigation
Reform Act of 1995. The Company’s expectations and beliefs
regarding these matters may not materialize. Actual outcomes and
results may differ materially from those contemplated by these
forward-looking statements as a result of uncertainties, risks and
changes in circumstances, including but not limited to risks and
uncertainties related to: the ability of the parties to consummate
the proposed Merger, satisfaction of closing conditions precedent
to the consummation of the proposed Merger, potential delays in
consummating the Merger and the ability of the Company to timely
and successfully achieve the anticipated benefits of the Merger,
including the ability of the combined company to access the capital
markets at such times and in such amounts, and on such terms, as
needed to meet the Net Cash requirements of the Merger Agreement,
execute its future business strategies and maintain its listing on
the NYSE American or other national stock exchange, potential
application of SEC and/or exchange “shell company” rules, and the
ability of the combined company to successfully pursue its product
lines in the manner and in the timeframe described here. The Merger
Agreement contains certain closing conditions, including a minimum
prevailing stock price for Ra Medical and Net Cash amount at
closing, which do not constitute representations or covenants of
either party, and are subject to waiver by the parties. If Ra
Medical’s stock price drops below certain levels, the amount of
merger consideration, if any, received by Catheter stockholders
will be adversely impacted. The parties have reserved the right to
waive conditions to the closing of the Merger, including the stock
price condition, and revise the Merger Agreement. Additional risks
and uncertainties that could cause actual outcomes and results to
differ materially from those contemplated by the forward-looking
statements are included under the caption “Risk Factors” and
elsewhere in the Company’s most recent filings with the SEC,
including the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2022, Exhibits 99.7 and 99.8 attached
the Company’s Preliminary Proxy Statement filed on September 22,
2022, as amended on November 4, 2022, Current Report on Form 8-K
filed on September 12, 2022, any prior or subsequent reports on
Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to
time and available at www.sec.gov, and in the Definitive Proxy,
when filed. Important business and financial information about
Catheter’s business and the related discussion and analysis of
financial condition and results of operations of Catheter are
described in “Catheter Precision Summary Business Description,”
included as Exhibit 99.2 to the Company’s Current Report on Form
8-K filed on September 12, 2022, and “Catheter Precision
Management’s Discussion and Analysis,” included as Exhibit 99.3 to
the Company’s Current Report on Form 8-K filed on September 12,
2022, and in the Company’s Preliminary Proxy Statement filed on
September 22, 2022, as amended on November 4, 2022. This
information should be read in conjunction with certain audited
financial statements of Catheter for the two-year period ended
December 31, 2021 (the “Catheter Precision Audited Financial
Statements”), the unaudited financial statements of Catheter for
the periods ended June 30, 2022 and June 30, 2021 (the “Catheter
Precision Unaudited Financial Statements and together with the
Catheter Precision Audited Financial Statements, the “Catheter
Precision Financial Statements”), and the unaudited pro forma
combined financial information of the combined company as of June
30, 2022 and for the year ended December 31, 2021 and the six
months ended June 30, 2022 (the “Pro Forma Financial Information,”
and collectively with the Catheter Financial Statements, the
“Financial Information”), which were filed as Exhibit 99.4, Exhibit
99.5, and Exhibit 99.6 to the Company’s Current Report on Form 8-K
filed on September 12, 2022, respectively. Risks and uncertainties
related to the Merger, Catheter, and the projections and estimates
described above that may cause actual results to differ materially
from those expressed or implied in any forward-looking statement
are described in “Risk Factors -- Risks Related to the Merger with
Catheter Precision and – Risks Related to Our Evaluation of
Strategic Alternatives for our Legacy Assets,” and “Risk Factors –
Risks Related to the Business of Catheter Precision,” which were
filed as Exhibit 99.7 and Exhibit 99.8 to the Company’s Current
Report on Form 8-K filed on September 12, 2022, respectively and in
the Company’s Preliminary Proxy Statement filed on September 22,
2022, as amended on November 4, 2022. These documents can be
accessed on the Company’s Investor Relations page at
https://ir.ramed.com/ by clicking on the link titled “SEC Filings.”
The risks and uncertainties may be amplified by the COVID-19
pandemic, which has caused significant economic uncertainty, and
ongoing volatility in the stock markets and the U.S. economy in
general. The extent to which the COVID-19 pandemic impacts the
Company’s and Catheter’s businesses, operations, and financial
results, including the duration and magnitude of such effects, will
depend on numerous factors, which are unpredictable, including, but
not limited to, the duration and spread of the outbreak, its
severity, the actions to contain the virus or treat its impact, and
how quickly and to what extent normal economic and operating
conditions can resume.
The forward-looking statements included in this communication
are made only as of the date hereof. The Company and Catheter
assume no obligation and do not intend to update these
forward-looking statements, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221129005340/en/
For Catheter Precision Missiaen Huck 973-691-2000
mhuck@catheterprecision.com
For Ra Medical Systems LHA Investor Relations Jody Cain
310-691-7100 jcain@lhai.com
Ra Medical Systems (NYSE:RMED)
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