RMED Ra Medical Systems Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 26, 2024

1670 Highway 160 West

Suite 205

Fort Mill, SC 29708

(Address of principal executive offices, including zip code)

(973) 691-2000

(Registrant’s telephone number, including area code)

N/A

(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):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.   ☐

Item 1.01 Entry into a Material Definitive Agreement.

8% Short Term Promissory Note due August 30, 2024 (the “Note”)

On June 25, 2024, an entity controlled by David A. Jenkins, Executive Chair and Chief Executive Officer of Catheter Precision, Inc. (the “Company”), loaned $150,000 to the Company in exchange for the Note. The Note has a maturity date of August 30, 2024, and bears interest at the rate of 8% per annum.  This loan is in addition to the $500,000 loaned by Mr. Jenkins to the Company in May 2024.

The Note and the debt evidenced thereby, including all principal and interest, accelerate and become immediately due and payable upon the occurrence of certain customary events of default, including failure to pay amounts owing when due, material breach of representations or warranties by us (unless waived by Mr. Jenkins or cured within 10 days following notice) and/or certain events involving a discontinuation of our business or certain types of proceedings involving insolvency, bankruptcy, receivership and the like.

In addition to his roles as a director and officer of the Company, Mr. Jenkins and his affiliates beneficially own over 10% of the common stock of the Company, Series X Preferred convertible into over 8 million shares of Company common stock (subject to certain conditions), stock options issued by the Company, and the rights to receive royalties on sales of our LockeT device equal to an aggregate 11.77% of net sales, as defined in the relevant agreements. Mr. Jenkins is a co-inventor of certain of our products and has previously assigned his rights in relation to those inventions to us. In addition, Missiaen Huck, Mr. Jenkins’ adult daughter, serves as our non-executive chief operating officer. For additional information see also Certain Relationships and Related Party Transactions in our proxy statement filed May 16, 2024.

The Note is expected to be repaid from any proceeds received by the Company in connection with its sale of securities pursuant to its registration statement on Form S-1, as amended, (Registration No. 333-279930) filed with the Securities and Exchange Commission.  A copy of the Note is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure in Item 1.01 above regarding the 8% Short Term Promissory Note due August 30, 2024, is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

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