UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8‑K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 12, 2020

Ra Medical Systems, Inc.

(Exact name of registrant as specified in its charter)

2070 Las Palmas Drive

Carlsbad, California 92011

(Address of principal executive offices, including zip code)

(760) 804-1648

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 13(a) of the Exchange Act. ☐

Explanatory Note

On October 13, 2020, Ra Medical Systems, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission to report, among other things, the voting results from the Company’s 2020 Annual Meeting of Stockholders (“Annual Meeting”) held on October 12, 2020, including, among other matters, approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a stock split ratio of between 1-for-25 and 1-for-75. The original report disclosed an adjournment of the Annual Meeting until November 2, 2020. This Amendment No. 1 amends Item 5.07 of the Original Report to disclose an additional adjournment of the Annual Meeting until November 10, 2020. No other changes have been made to the Original Report.

In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the complete text of Item 5.07 of the Original Report, as amended by Amendment No.1 and as amended hereby, is set forth below.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On October 12, 2020, the Company held the Annual Meeting, which was adjourned until November 2, 2020 with respect to the voting on the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split.  As of August 24, 2020, the record date for the Annual Meeting, 72,468,337 shares of common stock were outstanding and entitled to vote at the Annual Meeting.  At the Annual Meeting, 48,159,663 shares of common stock were present in person or represented by proxy for the proposals summarized below:

At the time of the Annual Meeting on October 12, 2020, there were insufficient votes to pass Proposal 3, which sought to approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock at a stock split ratio of between 1-for-25 and 1-for-75, inclusive, which ratio will be selected at the sole discretion of our Board of Directors at any whole number in the above range. On October 12, 2020, the Annual Meeting was adjourned prior to voting on Proposal 3 to allow additional time for voting. As announced during the Annual Meeting on October 12, 2020, the Annual Meeting was set to reconvene at 9:00 a.m. Pacific Time on November 2, 2020. As announced during the reconvened Annual Meeting on November 2, 2020, the Annual Meeting will reconvene at 1:30 p.m. Pacific time on November 10, 2020 to allow additional time for voting. During the period of adjournment the Company will continue to accept stockholder votes on Proposal 3.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.