Catheter Precision, Inc., a medical device and technology
company focused on cardiac electrophysiology, announces the
appointment of Fatih Ayoglu to the newly created position of
Business Development Manager—EMEA. Mr. Ayoglu will oversee clinical
and sales development of Catheter Precision products in Europe, the
Middle East and Africa and will report to Chief Commercial Officer
Patricia Kennedy. On September 12, 2022 privately held Catheter
Precision announced a definitive merger agreement with Ra Medical
Systems (NYSE American: RMED) (“Ra Medical Systems” or the
“Company”), which, if completed, will result in a combined publicly
traded company focusing on the cardiac electrophysiology
market.
“Fatih’s impressive success in sales and clinical development at
major medical device companies with a specific focus on cardiac
electrophysiology makes him ideal for this position,” said David
Jenkins, Catheter Precision CEO. “We look forward to drawing on his
expertise to support our overall business and product development
goals, as well as his extensive industry knowledge and contacts to
broaden our global footprint, including a planned expansion into
the Middle East in the first half of 2023.”
Mr. Ayoglu brings to Catheter Precision more than a decade of
medical device industry experience. Most recently, he was sales
manager for Circle Cardiovascular Imaging, Inc., the global leader
in cardiovascular imaging solutions. Prior to that, he served as
technical sales specialist at Biosense Webster, Inc., the cardiac
electrophysiology unit of Johnson & Johnson, and as territory
management for Abbott Laboratories. He received an MSc degree in
engineering business management from the University of Warwick in
the UK and an MS degree in electrical and electronics engineering
from Koç University in Istanbul.
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.
“I am proud to join Catheter Precision at this important
juncture in the company’s development and look forward to
leveraging my extensive network of cardiology and industry contacts
to drive awareness and reach of our growing product portfolio,”
commented Mr. Ayoglu. “From my base in Birmingham, England I look
forward to developing new relationships for Catheter Precision
within the United Kingdom and across Europe.”
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 before the end
of 2022, subject to satisfying certain closing conditions,
including the receipt of shareholder approval by both
companies.
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.
About Ra Medical Systems
Ra Medical Systems, Inc. is a medical device company that owns
intellectual property related to an advanced excimer laser-based
platform for use in the treatment of vascular immune-mediated
inflammatory diseases. Its excimer laser and single-use catheter
system, together referred to as the DABRA Excimer Laser System, is
used as a tool in the treatment of peripheral artery disease.
Proposed Merger Agreement
On September 12, 2022, Ra Medical announced entering into an
Agreement and Plan of Merger (the “Merger Agreement”) with
privately held Catheter Precision, Inc., a medical device and
technology company focused in the field of cardiac
electrophysiology. Under the terms of the Merger Agreement,
Catheter Precision 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.
Catheter Precision has three product areas that it intends to
pursue. Its lead product, named VIVO™ (an acronym for View Into
Ventricular Onset) is an FDA-cleared and CE mark product that
utilizes non-invasive inputs to locate the origin of ventricular
arrhythmias, and, through its use, the physician can identify
patients for invasive catheter ablation, and with those patients,
reduce the amount of time in the invasive procedure. Ventricular
arrhythmias include ventricular tachyarrhythmias and premature
ventricular arrhythmias, diseases that affect millions of patients
who are not well treated today. While much past growth in the
electrophysiology market has been for atrial fibrillation, Catheter
Precision believes that ventricular arrhythmias represent a large
growth area moving forward. It also intends to pursue a second
generation of Amigo®, a robotic arm previously cleared by the FDA
and awarded the CE mark, which serves as a catheter control device
that can be remotely controlled outside of the procedure room.
Catheter Precision has demonstrated that patient outcomes could
potentially be enhanced by utilization of this device. Catheter
Precision is working toward a third product release in the first
half of 2023, which is a vessel closure device that would assist in
the closure of the insertion site of the percutaneous catheter or
other device used within the body. It is estimated that the
worldwide market for this closure assist device is over one million
procedures per year.
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 descriptions of the
Merger, the proposals to be voted on in connection with the Merger
at the Ra Medical Special Meeting of Stockholders, Catheter
Precision and the other transactions and matters contemplated
thereby or referenced herein do not purport to be complete and are
qualified in their entirety by reference to the Company’s Current
Reports on Form 8-K, 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 June 30, 2022
and any prior or subsequent reports on Form 10-K, Form 10-Q or Form
8-K filed with the Securities and Exchange Commission (the “SEC”)
from time to time and available on the SEC website. On September
23, 2022, the Company filed a preliminary proxy statement relating
to the Merger with Catheter Precision with the SEC, as further
described below.
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. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended.
Additional Information and Where to Find It
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 concurrent 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.
On September 23, 2022, the Company filed a preliminary proxy
statement (the “Preliminary Proxy”) 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. Catheter Precision also
intends to furnish an information statement to its stockholders in
connection with the proposed Merger as part of the PPM/Joint
Information Statement. 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 contain
or 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 JUNE 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.
Participants in the Solicitation
Ra Medical, Catheter Precision and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Ra Medical in
connection with the proposed transaction. Information about Ra
Medical’s directors and executive officers is set forth in Ra
Medical’s Annual Report on Form 10-K for the year ended December
31, 2021, which was filed with the SEC on March 17, 2022, as
amended, and in subsequent filings made by Ra Medical with the SEC.
Other information regarding the interests of such individuals, as
well as information regarding Catheter Precision’s directors and
executive officers and other persons who may be deemed participants
in the proposed transaction, are set forth in the Preliminary Proxy
and 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 as described in the
preceding paragraph.
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 Precision’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 “shall 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 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 June 30, 2022, the
Current Reports on Form 8-K, including the Current Report on Form
8-K filed on September 12, 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 at www.sec.gov. Important business and
financial information about Catheter Precision’s business and the
related discussion and analysis of financial condition and results
of operations of Catheter Precision is set forth in the Current
Report on Form 8-K being filed on September 12, 2022 and the
exhibits thereto and should be read in conjunction with the
Catheter Precision Financial Statements and the pro forma financial
statements for the combined company that are attached as exhibits
thereto. Risks and uncertainties related to the Merger, Catheter
Precision, 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 included “Risk
Factors – Risk 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 are filed as the exhibits to the
Current Report on Form 8-K filed on September 12, 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 Precision’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
Precision assume no obligation and do not intend to update these
forward-looking statements, except as required by law.
Disclaimer
This press release relates to a proposed business combination
between the Company and Catheter Precision. This document does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220927005268/en/
For Catheter Precision Missiaen Huck, COO 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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