UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION 

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No.   )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Ra Medical Systems, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

2070 Las Palmas Drive

Carlsbad, California 92011

(760) 804-1648

To our Stockholders:

We are pleased to invite you to attend the annualspecial meeting of stockholders (the “Annual(including any adjournment or postponement thereof, the “Special Meeting”) of Ra Medical Systems, Inc., (the “Company”) to be held on Friday, June 3,Tuesday, September 20, 2022 at 9:8:00 a.m. Pacific time,time.

At the Special Meeting, you will be asked:

The AnnualSpecial Meeting will be a virtual meeting of stockholders. You are invited to attend and vote your shares at the AnnualSpecial Meeting live via internet webcast so long as you register to attend the AnnualSpecial Meeting at www.proxydocs.com/RMEDwww.viewproxy.com/RMED/2022 by 5:008:59 p.m. Pacific time on June 2,Monday, September 19, 2022 (the “Registration Deadline”). Questions will need to be submitted prior to the AnnualSpecial Meeting. To submit questions, please visit www.proxydocs.com/RMEDwww.viewproxy.com/RMED/2022. After registering, you will receive an e-mail containing a unique link and password that will enable you to attend the meeting and vote. You will not be able to attend the AnnualSpecial Meeting in person. At this year’s Annual Meeting, our stockholders will be asked to:

Details regarding how to attend the Annual Meeting and theperson. The business to be conducted at the AnnualSpecial Meeting areis more fully described in the accompanying notice of AnnualSpecial Meeting of stockholders and proxy statement.

Your vote is important. Regardless of whether you plan to attend the AnnualSpecial Meeting, it is important that your shares be represented and voted at the AnnualSpecial Meeting, and we hope you will vote as soon as possible. You may vote by proxy via the Internet, by telephone, or by mail, according to the instructions on the enclosed proxy card or voting instruction card. Voting over the Internet or by telephone, by written proxy or voting instruction card will ensure your representation at the AnnualSpecial Meeting regardless of whether you attend the AnnualSpecial Meeting.

Thank you for your ongoing support of, and continued interest in, Ra Medical Systems, Inc.

Sincerely,

Jonathan Will McGuire
Chief Executive Officer
Carlsbad, California
April 20, 2022

The date of this proxy statement is April 20, 2022, and is being mailed to stockholders on or about that same date.

Important Notice Regarding the Availability of Proxy Materials for the AnnualSpecial Meeting to Be Held on Tuesday, September 20June 3,, 2022. Our Proxy Statement and Annual ReportThis proxy statement is being mailed on or about August [•], 2022 to Stockholders areall stockholders entitled to vote at the Special Meeting. A copy of this proxy statement is available at www.proxydocs.com/www.viewproxy.com/RMED/2022 and from the SEC on its website at www.sec.gov.

RA MEDICAL SYSTEMS, INC.

2070 Las Palmas Drive

Carlsbad, California 92011

(760) 804-1648

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS

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Important Notice Regarding the Availability of Proxy Materials for the AnnualSpecial Meeting to be Held on June 3,Tuesday, September 20, 2022. TheThis proxy statement the accompanying materials and our 2021 annual report areis being mailed on or about April 20,August [•], 2022 to all stockholders entitled to vote at the AnnualSpecial Meeting. A copy of ourthis proxy statement is available at www.viewproxy.com/RMED/2022 and our 2021 annual report are also posted on www.proxydocs.com/RMED and are available from the SEC on its website at www.sec.gov.www.sec.gov.

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Table of Contents

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RA MEDICAL SYSTEMS, INC.
2070 Las Palmas Drive
Carlsbad, California 92011

PROXY STATEMENT
For the 2022 AnnualSpecial Meeting of Stockholders
to be held on June 3,Tuesday, September 20, 2022

The information provided in the “Questions and Answers” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read the entire proxy statement carefully.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUALSPECIAL MEETING

Where can I access the proxy materials?

Pursuant to the rules of the U.S. Securities and Exchange Commission, we have provided access to our proxy materials over the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) has been sent to our stockholders of record and beneficial owners as of the record date, April 11, 2022. Instructions on how to access the proxy materials over the Internet or to request a printed copy by mail may be found in the Internet Notice.

By accessing the proxy materials on the Internet or choosing to receive your future proxy materials by email, you will save us the cost of printing and mailing documents to you and will reduce the impact of the Annual Meeting on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials. If you choose to receive future proxy materials by mail, you will receive a paper copy of those materials, including a form of proxy. Your election to receive proxy materials by mail or email will remain in effect until you notify us that you are terminating your request.

Stockholders are invited to attend the Annual Meeting and are requested to vote on the items of business described in this proxy statement. This proxy statement, the accompanying materials and our 2021 annual report are being mailed on or about April 20, 2022, to all stockholders entitled to vote at the Annual Meeting. A copy of our proxy statement and our 2021 annual report are posted on www.proxydocs.com/RMED, and are also available from the SEC on its website at www.sec.gov.

What is a proxy?

A proxy is your legal designation of another person to vote the stock you own. The person you designate is your “proxy,” and you give the proxy authority to vote your shares by submitting the enclosed proxy card, or if available, voting by telephone or over the Internet. We have designated Jonathan Will McGuire, our Chief Executive Officer, and Andrew JacksonBrian Conn, our interim Chief Financial Officer, to serve as proxies for the AnnualSpecial Meeting.

What am I voting on?

You are being asked to vote on twothree proposals:

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We will also transact any other business that properly comes before the Annual Meeting.

What if otherThe foregoing matters are properly brought before the Annual Meeting?

Asonly items of the date of this proxy statement, we are not aware of any other mattersbusiness that will be presented for considerationconducted at the AnnualSpecial Meeting. If any other matters are properly brought before the Annual Meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment. If for any reason a director nominee is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate as may be nominated by our board of directors.

How does the board of directors recommend that I vote?

Our board of directors recommends that you vote your shares:

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Who may vote at the AnnualSpecial Meeting?

Only stockholders of record as of the close of business on April 11,July 22, 2022, the record date for the AnnualSpecial Meeting, or the record date, are entitled to vote at the AnnualSpecial Meeting. As of the record date, there were 32,305,14952,909,195 shares of our common stockCommon Stock issued and outstanding, held by 6665 holders of record. We do not have cumulative voting rights for the election of directors.

You are invited to attend and vote your shares at the Annual Meeting live via webcast so long as you register to attend the Annual Meeting at www.proxydocs.com/RMED by 5:00 p.m. Pacific time on June 2, 2022 (the “Registration Deadline”). You will be asked to provide the control number located inside the shaded gray box on your proxy card (the “Control Number”) as described in the proxy card. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.

Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the record date for the AnnualSpecial Meeting, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live via the internet at the AnnualSpecial Meeting. You may also vote on the internet, by mail, or by telephone as described below under the heading “How can I vote my shares?” and on your proxy card.

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Beneficial Owner: Shares Registered in the Name of a Broker, Bank, or Other Nominee. If, at the close of business on the record date for the AnnualSpecial Meeting, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the AnnualSpecial Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the voting instructions your broker, bank or other nominee provides. You are also invited to attend the AnnualSpecial Meeting live via webcast, and you must pre-register at www.proxydocs.com/RMEDwww.viewproxy.com/RMED/2022. However, since you are not the stockholder of record, you may not vote your shares in person at the AnnualSpecial Meeting unless you obtain a valid proxy from your broker, bank or other nominee.

You are also invited to attend and vote your shares at the Special Meeting live via webcast so long as you register to attend the Special Meeting at www.viewproxy.com/RMED/2022 by 8:59 p.m. Pacific time on Monday, September 19, 2022 (the “Registration Deadline”). If you are a stockholder of record, you will be asked to provide the control number from your proxy card (the “Control Number”) If you are a beneficial owner, then you must first obtain a valid proxy from your bank, broker or other nominee and submit it when you register. After registering, you will receive an e-mail containing a unique link and password that will enable you to attend the meeting and vote.

How can I vote my shares?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in one of the following ways:

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Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee

If you are a beneficial owner of shares held of record by a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Beneficial owners of shares should generally be able to vote by returning the voting instruction card, or by telephone or via the Internet. However, the availability of telephone or Internet voting will depend on the voting process of your broker, bank, or other nominee. As discussed above, if you are a beneficial owner, you may not vote your shares in live via the internet at the AnnualSpecial Meeting unless you obtain a legal proxy from your broker, bank or other nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.Special Meeting, and submit it when you register.

Can I change my vote or revoke my proxy?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the AnnualSpecial Meeting by:

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Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner of your shares, you must contact the broker, bank or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. The persons named in the proxy, Jonathan Will McGuire, our Chief Executive Officer, and Andrew Jackson,Brian Conn, our interim Chief Financial Officer, with full power of substitution and Secretary,re-substitution, have been designated as proxies for the AnnualSpecial Meeting by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the AnnualSpecial Meeting in accordance with the instruction of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above and, if any other matters are properly brought before the AnnualSpecial Meeting, the shares will be voted in accordance with the proxies’ judgment.

What shares can I vote?

Each share of our common stockCommon Stock issued and outstanding as of the close of business on April 11,July 22, 2022, the record date for the AnnualSpecial Meeting, is entitled to vote on all items being considered at the AnnualSpecial Meeting. You may vote all shares owned by you as of the record date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee. On the record date, we had 32,305,14952,909,195 shares of common stockCommon Stock issued and outstanding.

How many votes do I have?

On each matter to be voted upon at the AnnualSpecial Meeting, each stockholder will be entitled to one vote for each share of our common stockCommon Stock held by them on the record date.

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What is the quorum requirement for the AnnualSpecial Meeting?

A quorum is the minimum number of shares required to be present or represented at the AnnualSpecial Meeting for the meeting to be properly held under our bylaws and Delaware law. Holders of a majorityone-third of the voting power of our issued and outstanding common stockCommon Stock and entitled to vote at the AnnualSpecial Meeting must be present in person or represented by proxy to hold and transact business at the AnnualSpecial Meeting. On the record date, there were 32,305,14952,909,195 shares outstanding and entitled to vote. Thus, the holders of at least 16,152,57617,636,398 shares must be present in person or represented by proxy at the AnnualSpecial Meeting to have a quorum.

Abstentions “WITHHOLD” votes, and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairman of the meeting or the holders of a majority of the voting power present in person or represented by proxy at the AnnualSpecial Meeting and entitled to vote at the Annual Meetingcasting votes affirmatively or negatively may adjourn the meeting to another date.

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What are broker non-votes?

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker holding the shares as to how to vote on matters deemed “non-routine” and there is at least one “routine” matter to be voted upon at the meeting. Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker holding the shares. If the beneficial owner does not provide voting instructions, the broker can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a broker votes shares on the “routine” matters, but does not vote shares on the “non-routine” matters, those shares will be treated as broker non-votes with respect to the “non-routine” proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

What matters are considered “routine” and “non-routine”?

The ratification of the appointment of Haskell & White LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022Reverse Stock Split Proposal (Proposal No. 2) isand the Adjournment Proposal (Proposal No. 3) are considered a “routine” matter.matters. The election of a directorWarrant Exercise Proposal (Proposal No. 1) is considered “non-routine.”

What are the effects of abstentions and broker non-votes?

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares, or if a broker, bank or other nominee holding its customers’ shares of record causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the AnnualSpecial Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum andbut will also countnot be counted as votes against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote atcasting votes affirmatively or negatively on the Annual Meetingsubject matter (e.g., Proposal No. 2)1 and 3). However, becauseTherefore, abstentions will make a quorum more readily attainable but will not otherwise affect the outcome of Proposal No. 1 (election of director)the vote on those proposals. An abstention will be determined by a plurality vote, abstentions will have no impact on the outcome of such proposal as longcount as a quorum exists.vote against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the issued and outstanding shares of the Company (e.g., Proposal No. 2) because an abstention is not an affirmative vote.

Broker non-votes will be counted for purposes of calculating whether a quorum is present at the AnnualSpecial Meeting but will not be counted for purposesas votes against a proposal in cases where approval of determining the numberproposal requires the affirmative vote of a majority of the shares present in person or represented by proxy and casting votes cast.affirmatively or negatively on the subject matter (e.g., Proposal No. 3). Therefore, a broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any proposal.those proposals. A broker non-vote will count as a vote against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the issued and outstanding shares of the Company (e.g., Proposal No. 2) because a broker non-vote is not an affirmative vote.

What is the voting requirement to approve each of the proposals?

Proposal No. 1: Election of one nominee for a Class I director named in this proxy statement to hold office until our 2025 Annual Meeting of stockholders or until his successor is duly elected and qualified.  The Warrant Exercise Proposal.

The election of directors requires a plurality of the voting power of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the one (1) nominee for Class I director receiving the highest number of “FOR” votes will be elected as a Class I director. You may vote (i) “FOR” the nominee, or (ii) “WITHHOLD” your vote as to the nominee. Any shares not voted “FOR” a particular nominee (whether as a result of voting withheld or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. Because the outcome of this proposal will be determined by a plurality vote, shares voted “WITHHOLD” will have no impact on the outcome of this proposal but will count towards the quorum requirement for the Annual Meeting.-6-

Proposal No. 2: Ratification of Appointment of Haskell & White LLP.  

The ratification of the appointment of Haskell & White LLP requires the affirmative vote of a majority of the shares of our common stockCommon Stock present in person or represented by proxy at the AnnualSpecial Meeting and entitled to votecasting votes affirmatively or negatively thereon to be approved.is required for approval of the Warrant Exercise Proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions and broker non-votes will count towardsnot affect the quorum requirementoutcome of voting on this proposal.

Proposal No. 2: The Reverse Stock Split Proposal

The affirmative vote of a majority of the shares of our Common Stock issued and outstanding as of the Record Date is required for approval of the Annual MeetingReverse Stock Split Proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Broker non-votes and willabstentions have the same effect as a vote against the proposal. Broker non-votes are not included

Proposal No. 3: The Adjournment Proposal

The affirmative vote of a majority of the shares of our Common Stock present in person or represented by proxy at the tabulationSpecial Meeting and casting votes affirmatively or negatively thereon is required for approval of voting resultsthe Adjournment Proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposalproposal. Abstentions and broker non-votes will not affect the outcome of voting on this proposal. Notwithstanding

What equity stake will the appointmentCompany's existing common stockholders and the holders of Haskell & White LLPthe Series C Common Stock Purchase Warrants (solely in respect of the shares issuable upon exercise of such warrants) hold if Proposal No. 1 is approved?

If Proposal No. 1 (the Warrant Exercise Proposal) is approved at the Special Meeting, then based on 54,514,828 shares of Common Stock outstanding as of August 5, 2022 and evenassuming the exercise in full of all the Series C Common Stock Purchase Warrants for 22,202,503 shares of Common Stock, the Company anticipates that:

The number of shares of our Common Stock listed above have not been adjusted to give effect to the Reverse Stock Split and assumes that we have sufficient authorized shares under our Restated Certificate. See "Possible Effects of the Proposal" under Proposal No. 1 below for additional discussion of the effect on our existing common stockholders of the approval of the Warrant Exercise Proposal.

What will happen if stockholders fail to approve Proposal No. 1 (the Warrant Exercise Proposal) at the Special Meeting?

If our stockholders ratifyfail to approve Proposal No. 1 (the Warrant Exercise Proposal) at the Special Meeting, then the Series C Common Stock Purchase Warrants will remain outstanding in accordance with their terms and will have no impact on the Inducement Offer (as defined below), which closed effective as of July 22, 2022, that the Series C Common Stock Purchase Warrants were issued in connection with.

-5-See "Possible Effects of the Proposal" under Proposal No. 1 below for additional discussion of the effect on our existing common stockholders of the failure to approve the Warrant Exercise Proposal.

What is the Reverse Stock Split and why is it necessary?

If Proposal No. 2 (the Reverse Stock Split Proposal) is approved, the outstanding shares of Common Stock will be combined into a lesser number of shares to be determined by the Board of Directors and publicly announced by the Company. The Board of Directors believes that a reverse stock split may be desirable for a number of reasons. The Company’s Common Stock is currently listed on the NYSE American, and we intend to utilize our best efforts to

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appointment,maintain that listing. According to the applicable NYSE American Listed Company Guide rules, in order for the Company’s Common Stock to continueto be listed on the NYSE American, the Company must satisfy certain requirements established by the NYSE American. In addition, we are required to meet the initial listing standards of the NYSE American upon the consummation of certain potential strategic transactions, including an acquisition, reverse merger or change of control, which include a certain minimum price requirement. The Board of Directors expects that a reverse stock split of Common Stock will increase the market price of Common Stock so that the Company will be able to satisfy the listing requirements for the foreseeable future, although the Company cannot assure that it will be able to do so. A reverse stock split of Common Stock will also provide for sufficient authorized shares under our auditRestated Certificate in order to permit the issuance of shares of Common Stock upon the exercise of the Series C Common Stock Purchase Warrants and/or in any future offerings or potential strategic transactions. The Board of Directors intends to effect a reverse stock split, or Reverse Stock Split, of the shares of Common Stock at a ratio of between 1-for-20 and 1-for-50, inclusive, which ratio will be selected at the sole discretion of our Board of Directors or a duly authorized committee in its discretion, may appoint another independent registered public accounting firmthereof at any time during our fiscal year if our audit committee believes that such a change would bewhole number in the best interestsabove range. See "Reasons for the Reverse Stock Split" under Proposal No. 2 below for addition information.

What happens if Proposal No. 1 (the Warrant Exercise Proposal) is approved but Proposal No. 2 (the Reverse Stock Split Proposal) is not approved?

If the Warrant Exercise Proposal is approved but the Reverse Stock Split Proposal is not approved, there may not be a sufficient number of authorized but unissued shares of our company andCommon Stock available to be issued upon the exercise of all the outstanding Series C Common Stock Purchase Warrants or for future issuance in connection with potential offerings of our stockholders.securities or potential strategic transactions. The Company may also not meet certain listing criteria of the NYSE American upon the consummation of potential strategic transactions.

Who will count the votes?

A representative of Mediant Communications, Inc.Alliance Advisors, LLC will tabulate the votes and act as inspector of elections.

What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and you submit a proxy but you do not provide voting instructions, your shares will be voted:

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee. Brokers, banks and other nominees holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our “routine” mattermatters – the Reverse Stock Split Proposal (Proposal No. 2 to ratify2) and the appointment of Haskell & White LLP.Adjournment Proposal (Proposal No. 3). Absent direction from you, however, your broker, bank or other nominee will not have the discretion to vote on the Warrant Exercise Proposal (Proposal No. 1 relating to the election of a director.1).

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How can I contact Ra Medical Systems’the Company’s transfer agent?

You may contact our transfer agent by writing American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219. You may also contact our transfer agent via email at help@astfinancial.com or by telephone at (800) 937-5449.

How can I attend the AnnualSpecial Meeting?

We will host the AnnualSpecial Meeting live via internet webcast. You will not be able to attend the Annual Meeting in person. Prior registration to attend the Annual Meeting at www.proxydocs.com/RMED is required by 5:00 p.m. Pacific time on June 2, 2022. A summary of the information you need in order to attend the AnnualSpecial Meeting online is provided below:

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Stockholder of Record: Shares Registered in Your Name.  If you were a stockholder of record at the close of business on the record date, follow the instructions regarding how to demonstrate proof of stock ownership posted at www.proxydocs.com/RMED.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee.  If you wereare a beneficial owner, at the close of business on the record date, you may not vote your shares live via the internet at the Annual Special Meeting unless you obtain a “legal proxy” from your broker, bank or other nominee who is the stockholder of record with respect to your shares.and submit it when you register. You may still attend the Annual Special Meeting even if you do not have a legal proxy.proxy, if you demonstrate proof of stock ownership. Instructions regarding how to demonstrate proof of stock ownership are posted at www.proxydocs.com/RMEDwww.viewproxy.com/RMED/2022.

How are proxies solicited for the AnnualSpecial Meeting and who is paying for such solicitation?

Our board of directors is soliciting proxies for use at the AnnualSpecial Meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers or employees. NoIn addition, we have engaged Alliance Advisors, LLC to assist in the solicitation of proxies and provide related advice and information support, for a services fee and the reimbursement of customary disbursements, which are not expected to exceed $130,000 in total. Other than with respect to Alliance Advisors, LLC, no additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation.  We do not plan to retain a proxy solicitor to assist in the solicitation of proxies.

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If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.

Where can I find the voting results of the AnnualSpecial Meeting?

We will announce preliminary voting results at the AnnualSpecial Meeting. We will also disclose voting results on a Current Report on Form 8-K filed with the SEC within four (4) business days after the AnnualSpecial Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four (4) business days after the AnnualSpecial Meeting, we will file a Current Report on Form 8-K to publish preliminary results and, within four (4) business days after final results are known, file an additional Current Report on Form 8-K to publish the final results.

I share an address with another stockholder, and we received only one printed copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted an SEC-approved procedure called “householding,” under which we can deliver a single copy of the proxy materials and annual report to multiple stockholders who share the same address unless we receive contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will undertake to deliver promptly a separate copy of the proxy materials and annual report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’sfuture proxy materials, and annual report, you may contact us as follows:

Ra Medical Systems, Inc.
Attention: Corporate Secretary
2070 Las Palmas Drive
Carlsbad, California 92011
(760) 804-1648

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Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other nominee to request information about householding.

Is there a list of stockholders entitled to vote at the AnnualSpecial Meeting?

The names of stockholders of record entitled to vote at the AnnualSpecial Meeting will be available at the AnnualSpecial Meeting and from our corporate secretary for ten days prior to the meeting for any purpose germane to the meeting, between the hours of 9:8:00 a.m. and 4:305:00 p.m., Pacific time, at our corporate headquarters located at 2070 Las Palmas Drive, Carlsbad, California 92011.

When are stockholder proposals due for next year’s Annual Meeting?Who can provide me with additional information and help answer my questions?

Please see the section entitled “ProposalsIf you would like additional copies, without charge, of Stockholders for 2023 Annual Meeting” in this proxy statement or if you have questions about the proposals being considered at the Special Meeting, including the procedures for more information regardingvoting your shares, you should contact Alliance Advisors, LLC, the deadlines forCompany’s proxy solicitor, by telephone at 833-945-2699.

THIS QUESTION AND ANSWER SECTION IS ONLY MEANT TO GIVE AN OVERVIEW OF THE PROXY STATEMENT. FOR MORE INFORMATION, PLEASE REFER TO THE MATERIAL CONTAINED IN THE SUBSEQUENT PAGES.

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CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the submission of stockholder proposals for our 2023 annual meeting.

What are the implications of being an “emerging growth company”?

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements.  As an emerging growth company, we provide indocuments incorporated by reference into this proxy statement, contains forward-looking statements within the scaled disclosure permitted undermeaning of the Jumpstart Our Business StartupsPrivate Securities Litigation Reform Act of 2012,1995, including, but not limited to, statements regarding: future capital-raising offerings or the JOBS Act, including certain executive compensation disclosures requiredtransactions and expected use of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act.  In addition, as an emerging growth company, we are not required to conduct votes seekingproceeds therefrom; our estimates regarding expenses, future revenues, capital requirements; future performance, business prospects, events and product development plans; and stockholder approval on an advisory basis, of the compensationWarrant Exercise Proposal and the Reverse Stock Split Proposal. The use of words such as, but not limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” and similar words expressions are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our named executive officers or the frequency with which such votes must be conducted.  We will remain an emerging growth company until the earliest to occur of: (a) January 1, 2024; (b) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (c) the end of the fiscal year in which the market value ofbusiness, future plans and strategies, our common stock that is held by non-affiliates exceeds $700.0 million as of the end of the second quarter of that fiscal year; or (d) the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Composition of the Board

Our businessclinical results and affairs are managed under the direction of our Board, which currently consists of five members, four of which are “independent” under NYSE American listing standards. The Board is nominating one nominee for election. Our bylaws provide that the number of directors will be fixedother future conditions. New risks and uncertainties may emerge from time to time, by resolutionand it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. We may not actually achieve the forecasts disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Such forward-looking statements are subject to a number of material risks and uncertainties including but not limited to those set forth under the caption “Risk Factors” in this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2021, and the amendment thereto, filed with the SEC and our Quarterly Reports on Form 10-Q filed with the SEC subsequent to the filing of the Board. All directorsmost recent Annual Report on Form 10-K, as well as discussions of potential risks, uncertainties, and other important factors in our subsequent filings with the SEC. Any forward-looking statement speaks only as of the date on which it was made. Neither we, nor our affiliates, advisors or representatives, undertake any obligation to publicly update or revise any forward-looking statement, whether as result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof.

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PROPOSALS

PROPOSAL NO. 1

APPROVAL OF THE WARRANT EXERCISE PROPOSAL

Overview

At the Special Meeting, holders of our Common Stock will be asked to approve the issuance of more than 19.99% of our outstanding Common Stock upon the exercise of our Series C Common Stock Purchase Warrants (the “Series C Warrants”), with the right for such potential exercise to occur immediately following the date upon which our stockholders approve this proposal, for purposes of compliance with NYSE American Company Guide Section 713(a) and as required by the Inducement Letters (as defined below) entered into with holders of our Series A Warrants (as defined below) and Series B Warrants (as defined below) on July 22, 2022.

As a material condition of the Inducement Offer (as defined below), the Company agreed to submit and recommend this proposal to our stockholders. The Board believes that the Inducement Offer and this proposal are in the best interests of the Company and its stockholders in order to fulfill and meet its contractual commitments made pursuant to the Inducement Letters. Under the Inducement Letters, we agreed to use our commercially reasonable efforts to hold officea special meeting of stockholders on or before September 20, 2022 to obtain stockholder approval for the exercise of our Series C Warrants, with the recommendation of the Board that such proposal be approved. We agreed that we would solicit proxies from our stockholders in connection with such proposal in the same manner as all other management proposals in the proxy statement and that all management-appointed proxyholders would vote their proxies in favor of such proposal. If we do not obtain stockholder approval of this Proposal No. 1 at this Special Meeting, we have agreed to call a meeting of stockholders every 90 days thereafter to seek stockholder approval until their successors have been electedstockholder approval is obtained or the Series C Warrants are no longer outstanding, which could be as long as five years.

Description of the Inducement Offer

On February 4, 2022, the Company entered into a firm commitment underwritten public offering under which the Company sold (i) 9,535,000 units, priced at a public offering price of $0.50 per unit, with each unit consisting of one share of Common Stock, one warrant to purchase one share of Common Stock at an exercise price of $0.50 per share that expires on the first anniversary of the date of issuance (a “Series A Warrant”) and qualified or until their earlier death, resignation, disqualification or removal. We have dividedone warrant to purchase one share of Common Stock at an exercise price of $0.50 per share that expires on the seventh anniversary of the date of issuance (a “Series B Warrant” and together with the Series A Warrants, the “Existing Warrants”) and (ii) 14,467,893 pre-funded units, priced at a public offering price of $0.4999 per unit, with each pre-funded unit consisting of one pre-funded warrant to purchase one share of Common Stock at an exercise price of $0.0001 per share that expires on the twentieth anniversary of the date of issuance, one Series A Warrant and one Series B Warrant. Each Series A Warrant was exercisable at a price per share of Common Stock of $0.50, each Series B Warrant was exercisable at a price per share of Common Stock of $0.50 and each pre-funded warrant was exercisable at a price per share of Common Stock of $0.0001. Each Existing Warrant and pre-funded warrant was immediately exercisable.

On July 22, 2022, the Company reduced the exercise price of all Existing Warrants from $0.50 per share to $0.28 (the “Warrant Repricing”). Following the Warrant Repricing, the Company entered into warrant inducement offer letters (the “Inducement Letters”) with certain investors pursuant to which such investors immediately exercised Series A Warrants for 22,202,503 shares of Common Stock (the “Inducement Offer”). In consideration for exercising the Existing Warrants, pursuant to the terms of officethe Inducement Letters, the Company issued to the investors a new Series C Common Stock Purchase Warrant (the “Series C Warrant”) if the investor exercised a Series A Warrant or a new Series D Common Stock Purchase Warrant (the “Series D Warrant” and together with the Series C Warrants, collectively, the “New Warrants”) if the investor exercised a Series B Warrant, in each case, to purchase up to a number of shares of Common Stock equal to 100% of the directors into three classesnumber of shares of Common Stock issued pursuant to the immediate exercise of the corresponding Series A Warrants and Series B Warrants, as applicable. The Series C Warrants have an exercise price of $0.28 and a term of five years, and the Series D Warrants have an exercise price of $0.28 and a term of seven years. The Company ultimately received aggregate gross proceeds of approximately $6.2 million from the exercise of the Series A Warrants which resulted in the issuance of 22,202,503 shares of Common Stock, together with staggered three year terms: Class I, whose term expiresthe

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corresponding issuance of Series C Warrants exercisable for 22,202,503 shares of Common Stock. The Company received $0 in aggregate gross proceeds from the exercise of the Series B Warrants as none were exercised pursuant to the Inducement Offer. The New Warrants and the shares underlying the New Warrants (the “New Warrant Shares”) were issued in a private placement pursuant to Section 4(a)(2) of the Securities Act and were unregistered at the 2022 Annual Meetingtime of Stockholders; Class II, whose term expires atissuance.

Because the 2023 Annual Meetingaggregate number of Stockholders;New Warrant Shares, or 22,202,503 shares of Common Stock, exceeded 19.99% of the outstanding shares of Common Stock of the Company (determined as of the date of, and Class III, whose term expires atwithout regard for, the 2024 Annual Meetingissuance of Stockholders. If elected, Mr. McGuire will continuethe New Warrants), the New Warrants are initially exercisable with respect to only 19.99% of the outstanding shares of Common Stock of the Company (determined as directorof the date of, and his term will expire atwithout regard for, the 2025 Annual Meetingissuance of Stockholders.the New Warrants), with the remainder of the New Warrants being exercisable on the date upon which the stockholders of the Company approve the Warrant Issuance Proposal. In addition, within 45 days of the date of issuance of the New Warrants, the Company is obligated to file a registration statement on the appropriate form providing for the resale of the New Warrant Shares and shall use commercially reasonable efforts to cause such registration statement to become effective within 90 days following the date of issuance of the New Warrants.

Information aboutThe terms of the Warrant Repricing, the Inducement Offer and the New Warrants are complex and are only briefly summarized above. For further information regarding these agreements and the financing, please refer to our Current Report on Form 8-K filed with the SEC on July 22, 2022. The discussion herein is qualified in its entirety by reference to such filed transaction documents.

Background and Reasons for the Inducement Offer

In approving the Inducement Offer, the Board of Directors

The following table sets forth considered the names, ages as of April 11, 2022,pros and certain other information regarding each membercons of the Board, includingInducement Offer versus other alternatives for raising capital, the nominee for electionnon-binding letter of intent to merge the Board as a Class I directorCompany with Catheter Precision, Inc. (“Catheter”) executed on June 18, 2022 (the “potential Merger”) and the uncertainty of consummating the potential Merger, the Company’s financial condition at the Annual Meeting. The following information has been furnished to us by the directors.

Nominee for Election at the Annual Meeting

Jonathan Will McGuire has served as the Chief Executive Officer and a director of Ra Medical since March 2020. From August 2015 through March 2020, Mr. McGuire served as President and CEO of Second Sight Medical Products (Nasdaq: EYES), a developer, manufacturer and marketer of implantable visual prosthetics to treat blindness where he remains on the board as a director and serves on the special committee for strategy. Prior to Second Sight Medical Products he held leadership positions at Volcano Corporation including President of Americas Commercial and Senior Vice President and General Manager of Coronary Imaging, Systems and Program Management. Prior to that, Mr. McGuire served as Vice President and General Manager of Patient Monitoring at Covidien, and President and Chief Executive Officer at AtheroMed, Inc., a venture capital-backed peripheral atherectomy company. For approximately five years, Mr. McGuire served as Chief Operating Officer for Spectranetics Corporation, a publicly traded medical device company with laser-based atherectomy products for treating peripheral and coronary arterial disease. Earlier in his career, he held senior management positions at Guidant Corporation including General Manager of Latin America, Director of U.S. and Global Marketing for Vascular Intervention, and Production Manager for Coronary Stents. Mr. McGuire also held positions in Finance and Production at IVAC Medical Systems. Mr. McGuire has also served on the board of AdvaMed Accel since December 2019. Mr. McGuire received an engineering degree from the Georgia Institute of Technology, and his MBA from the Kenan-Flagler Business School at the University of North Carolina at Chapel

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Hill. We believe that Mr. McGuire is qualified to serve as a director because of his extensive knowledge of our industry and his prior and current experience as a senior officer of medical device companies.

Continuing Directors

Martin Colombatto has served as a director of Ra Medical since January 2017. Mr. Colombatto has served as a Venture and Industry Partner of Seven Peaks Ventures LLP, a venture capital fund based in Bend, OR, since January 2016. From December 2013 to August 2014, Mr. Colombatto served as a director of PLX Technology, Inc., a technology company. Mr. Colombatto has also served as the Chief Executive Officer and President of Staccato Communications, Inc., an Ultra Wideband semiconductor company, from January 2006 to March 2009 and as Executive Chairman of Staccato Communications, Inc., from January 2006 to September 2010. Prior to joining Staccato, Mr. Colombatto served as Vice President and General Managertime of the Networking Business unit of Broadcom Corp., a broadband communication semiconductor company, from July 1996 to July 2002. Mr. Colombatto was also previously employed by LSI Logic, an application specific semiconductor company, from August 1987 to July 1996. Mr. Colombatto also previously held engineering positions at Reliance Electric, a production automationInducement Offer, and control company, from August 1985 to June 1987the opportunities and Texas Instruments, an electronics company, from June 1982 to April 1985. Mr. Colombatto holds a Bachelor’s of Science Degree in Electronic Engineering Technology from California State Polytechnic University, Pomona. We believe that Mr. Colombatto is qualified to serve as a member of our board of directors due to his extensive management experience and familiarityrisks presented with our business and strategy.

Richard Mejia, Jr. has served as a director of Ra Medical since July 2018. Mr. Mejia previously served as a partner in the San Diego office of Ernst & Young LLP, a public accounting firm, from 1988 up until his retirement in 2008, including that from 2001 through 2008 he led the Life Sciences practice. From 2014 to 2018, he served onInducement Offer. In particular, the Board of Stemedica Cell Technologies,Directors took into account the following events, facts and circumstances in approving the Inducement Offer:

Reasons for the National Association of Corporate Directors (the “NACD”) and holds a CERT Certificate in CyberSecurity Oversight from the NACD and Carnegie Mellon University Software Engineering Institute. Ms. Meline received a B.A from UCLA, and a J.D. from the UC Hastings College of the Law. She currently serves on the board of directors of ClearSign Technologies Corporation (NASDAQ:CLIR) where she is the Lead Independent Director and Chair of the Compensation Committee and has also served on the board of directors of Finomial Corporation and AquaMetals Corporation.  We believe that Ms. Meline is qualified to serve as a director because of her extensive knowledge of the capital markets, her experience in identifying business and financial opportunities, and her experience as a board member at other public companies.

Joan Stafslien has served as a director of Ra Medical since April 2020. Prior to that, she served as Executive Vice President, General Counsel and Corporate Secretary of Nuvasive, Inc. from October 2016 through June 2018, and then as an Executive Consultant from June 2018 through October 2019. Previously, Ms. Stafslien served as General Counsel, Corporate Secretary and Chief Compliance Officer of CareFusion Corporation, where she led the legal team through the spin-off from Cardinal Health, Inc. in 2009 until its acquisition by Becton, Dickinson and Company in March 2015. Prior to that, Ms. Stafslien was the segment general counsel of Cardinal Health’s Clinical Technologies and Services from 2004 to 2009, joining Cardinal Health through the acquisition of Alaris Medical Systems in 2004, where she served as deputy general counsel and assistant secretary. Prior to joining Alaris, she was in private practice with Brobeck, Phleger & Harrison. Ms. Stafslien also currently serves as a director of Millenium Health, a privately held specialty laboratory company, where she has also served on the compliance, audit and compensation committees. We believe that Ms. Stafslien is qualified to serve as a director because of her leadership experience in the medical device industry and extensive knowledge of legal and regulatory issues.

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Director IndependenceStockholder Approval

Our common stockCommon Stock is listed on the NYSE American.  UnderAmerican under the rules ofsymbol "RMED," and we are subject to the NYSE American independentlisting standards. NYSE American Company Guide Section 713(a) requires stockholder approval prior to the sale, issuance or potential issuance of common stock (or securities convertible into common stock) in a transaction other than a public offering at a price less than the greater of book or market value of the stock which either alone or

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together with sales by officers, directors must compriseor principal stockholders of the company equals 20% or more of the of presently outstanding stock.

Prior to closing of the Inducement Offer, we had 32,318,914 shares of Common Stock outstanding. Following the Warrant Repricing, Series A Warrants were exercised for an aggregate of 22,202,503 shares of Common Stock, resulting in 54,521,417 shares of Common Stock outstanding. Therefore, the issuance of 22,202,503 shares of Common Stock upon exercise of the Series C Warrants would have constituted approximately 69% of the shares of our Common Stock outstanding prior to giving effect to the Inducement Offer and excluding the 22,202,503 shares of Common Stock that were issued as a result of the Series A Warrants that were exercised in connection with the Inducement Offer. Since the aggregate number of shares of our Common Stock issuable upon exercise of the Series C Warrants exceeds 19.99% of our outstanding Common Stock, the issuance of shares of our Common Stock upon exercise of the Series C Warrants requires stockholder approval under NYSE American Company Guide Section 713(a).

Possible Effects of the Proposal

If the stockholders do not approve this Proposal No. 1, then the Series C Warrants will only be exercisable to the extent that the total number of shares issued upon exercise of the Series C Warrants do not exceed 19.99% of the shares of our Common Stock outstanding prior to giving effect to the Inducement Offer. Failure to obtain such approval may discourage future investors from engaging in future financings with us. If these consequences occur, we may have difficulty finding alternative sources of capital to fund our operations in the future on terms favorable to us or at all. We can provide no assurance that we would be successful in raising funds pursuant to additional equity or debt financings or that such funds could be raised at prices that would not create substantial dilution for our existing stockholders. The Company will also be obligated to incur additional management resources and expenses to call and hold a meeting every 90 days thereafter to seek such stockholder approval until the earlier of the date stockholder approval is obtained or the date that the Series C Warrants are no longer outstanding, which could be as long as five years.

If the stockholders approve this Proposal No. 1, the Series C Warrants will be exercisable at any time following receipt of such approval, which could result in substantial dilution to our stockholders. Additionally, the issuance of Common Stock upon the exercise of Series C Warrants could result in a transfer of voting power to Warrant Holders from existing stockholders.

See "Questions and Answers about the Proxy Materials and Special Meeting" for additional discussion of the effect on our existing common stockholders of the approval or failure to approve of this Proposal No. 1.

Required Vote

The affirmative vote of a majority of a listed company’s boardthe shares of directors within a specified periodour Common Stock present in person or represented by proxy at the Special Meeting and casting votes affirmatively or negatively thereon is required for approval of the completionWarrant Exercise Proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions and broker non-votes will not affect the outcome of such company’s initial public offering.  In addition, the rules of the NYSE American require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent.  Under the rules of the NYSE American, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.voting on this proposal.

To be considered independent for purposes of Rule 10A-3 and under the rules of NYSE American, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.Board Recommendation

Our board of directors undertookrecommends a reviewvote “FOR” the approval of the independenceWarrant Exercise Proposal. 

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PROPOSAL NO. 2

APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL

Overview

On July 13, 2022, the Company’s Board of Directors unanimously approved and adopted resolutions setting the record date for the Special Meeting at which stockholders would be asked to approve a reverse stock split. On August 16, 2022, the Board of Directors further unanimously approved and adopted resolutions (1) declaring that submitting an amendment to the Company’s Amended and Restated Certificate of Incorporation (“Restated Certificate”) to effect a reverse stock split of our directorsCommon Stock issued and considered whether any director hasoutstanding or held in treasury (the “Reverse Stock Split”), was advisable and (2) directing that a material relationship with us that could compromise his or her abilityproposal (the “Reverse Stock Split Proposal”) to exercise independent judgment in carrying out his or her responsibilities. Specifically, our board of directors has considered whether Ms. Meline’s association with Catalysis Partners, oneapprove the Reverse Stock Split be submitted to the holders of our Common Stock for their approval.

If approved by our stockholders, createdthe Reverse Stock Split Proposal would permit, but would not require, the Board to effect a conflict of interest based on Catalysis Partners’ ownership of shares in the Company, and determined that no actual conflict exists and that our board of directors will take appropriate measures if an actual conflict does arise in the future. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined that each of Martin Colombatto, Richard Mejia, Jr., Susanne Meline and Joan Stafslien, representing fourReverse Stock Split of our five directors,Common Stock issued and outstanding or held in treasury by a ratio of not less than 1-for-20 and not more than 1-for-50, with the exact ratio to be set at a whole number within this range as determined by the Board (or a duly authorized committee thereof) in its sole discretion. The Reverse Stock Split, if effected, would affect all of our holders of Common Stock uniformly. The following description of the proposed amendment is “independent”a summary and is subject to the full text of the proposed Certificate of Amendment to our Restated Certificate, which is attached to this Proxy Statement as that termAnnex A (the “Reverse Split Certificate of Amendment”).

If stockholders approve this proposal, the Board in its discretion could determine to cause the Reverse Split Certificate of Amendment to be filed with the Delaware Secretary of State and effect the Reverse Stock Split. The Board also may determine in its discretion not to effect the Reverse Stock Split and not to file the Reverse Split Certificate of Amendment. We could decide not to proceed with the Reverse Stock Split even if the Reverse Stock Split Proposal is defined underapproved by the rulesstockholders. No further action on the part of stockholders will be required to either implement or abandon the Reverse Stock Split.

Reasons for the Reverse Stock Split

Meet certain continued listing requirements of the NYSE American.

To continue our listing on the NYSE American, we must comply with NYSE American rules. NYSE American Company Guide Section 1003(f)(v) provides that the NYSE American may delist a security when it sells for a substantial period of time at a low price per share. Our boardCommon Stock has traded below $1.00 since February 2, 2022, and on August 17, 2022, the closing price was $0.17. Our Board of directors also determinedDirectors has considered the potential harm to us and our stockholders should NYSE American delist our Common Stock from NYSE American. Delisting could adversely affect the liquidity of our Common Stock since alternatives, such as the OTC Bulletin Board and the pink sheets, are generally considered to be less efficient markets. An investor likely would find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our Common Stock on an over-the-counter market. Many investors likely would not buy or sell our Common Stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or for other reasons. The Board of Directors believes that Richard Mejia, Jr. (Chairperson)a Reverse Stock Split is a potentially effective means for us to increase the per share market price of our Common Stock and Joan Stafslien, who currently compriseto avoid, or at least mitigate, the likely adverse consequences of our audit committee, and Martin Colombatto (Chairperson) and Susanne Meline, who currently compriseCommon Stock being delisted from the NYSE American by producing the immediate effect of increasing the bid price of our compensation committee, Joan Stafslien (Chairperson) and Martin Colombatto, who currently comprise our nominating and corporate governance committee, satisfy the independenceCommon Stock.

Meet certain standards for those committees established by applicable Securitiesinitial listing upon consummation of a reverse merger

In order to consummate a reverse merger, NYSE American Company Guide Section 341 requires that the post-transaction combined entity will be eligible for continued listing only if it meets the standards for initial listing, which includes a minimum price requirement. Our Board of Directors has considered the potential harm to us and Exchange Commission,our stockholders should we be unable to consummate a potential strategic transaction, such as a reverse merger, as a result of failing to meeting closing conditions relating to being a listed entity as a result of the post-transaction entity not meeting the initial listing standards. An inability to meet the standards for initial listing upon a strategic transaction could also

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have a negative impact on finding or SEC, rulesnegotiating with potential strategic partners or, as mentioned, on our ability to consummate potential transactions, which could adversely impact us and our stockholders. Our stockholders would also have potential harm if a potential strategic transaction were actually consummated but the listingpost-transaction entity did not meet the standards of initial listing and was consequently delisted from the NYSE American.

In making these determinations,Delisting could adversely affect the liquidity of our board of directors consideredCommon Stock since alternatives, such as the relationships that each non-employee director has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including consulting relationships, family relationshipsOTC Bulletin Board and the beneficial ownershippink sheets, are generally considered to be less efficient markets. An investor likely would find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our Common Stock on an over-the-counter market. Many investors likely would not buy or sell our Common Stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or for other reasons. The Board of Directors believes that a Reverse Stock Split is a potentially effective means for us to increase the per share market price of our Common Stock and to avoid, or at least mitigate, the likely adverse consequences of us failing to meet the minimum price requirement which is a component of the initial listing standards that we may be required to meet upon the consummation of a potential strategic transaction.

Authorize sufficient shares of Common Stock for issuance upon exercise of the Series C Common Stock Purchase Warrants or in any future offerings and transactions.

Our authorized capital stock by each non-employee director.currently consists of 300,000,000 shares of Common Stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. Although the Reverse Stock Split will not affect the rights of stockholders or any stockholder’s proportionate ownership interest in the Company (except as a result of rounding in lieu of fractional shares), the number of authorized shares of our Common Stock, non-voting common stock and preferred stock will not be reduced. If the Reverse Stock Split is implemented, the number of authorized shares of Common Stock would remain at 300,000,000 shares, thereby effectively increasing the number of shares of Common Stock authorized under the Restated Certificate for the purpose of permitting the issuance of additional shares of Common Stock upon the exercise in full of the Series C Common Stock Purchase Warrants and in any future offerings or strategic transactions.

To potentially improve the marketability and liquidity of our Common Stock.

Our Board of Directors believes that the increased market price of our Common Stock expected as a result of implementing a Reverse Stock Split could improve the marketability and liquidity of our Common Stock and encourage interest and trading in our Common Stock.

Appeal to a Broader Range of Investors to Generate Greater Investor Interest in the Company.

We believe that the Reverse Stock Split and an increase in our stock price may make our Common Stock more attractive to a broader range of institutional and other investors. Many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers, which reduces the number of potential purchasers of our Common Stock. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically less attractive to brokers. Investors may also be dissuaded from purchasing lower-priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, we believe the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower-priced stocks. Further, lower-priced stocks have a perception in the investment community as being more risky and speculative, which may negatively impact not only the price of our Common Stock, but also our market liquidity.

Certain Risks Associated with a Reverse Stock Split

There are currentlycertain risks associated with a reverse stock split, and we cannot accurately predict or assure that the Reverse Stock Split will produce or maintain the desired results. However, our Board believes that the benefits to the Company and our stockholders outweigh the risks and recommends that you vote in favor of the reverse stock split proposal.

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We cannot assure you that the proposed Reverse Stock Split, if effected, will increase our stock price. There can be no family relationships among anyassurance that the total market capitalization of our directorsCommon Stock (the aggregate value of all of our outstanding Common Stock at the then market price) after the Reverse Stock Split will be equal to or executive officers. For a descriptiongreater than the total market capitalization before the Reverse Stock Split, or that the per share market price of our Common Stock following the Reverse Stock Split will either equal or exceed the current per share market price.

On August 17, 2022, the closing sale price of our Common Stock on the NYSE American was $0.17 per share. We expect that the Reverse Stock Split, if effected, will increase the per share trading price of our Common Stock. However, we cannot assure you that the market price per share of our Common Stock after the Reverse Stock Split will rise or remain constant in proportion to the reduction in the number of shares of Common Stock outstanding before the Reverse Stock Split. The effect of the prior family relationships amongReverse Stock Split on the per share trading price of our directorsCommon Stock cannot be predicted with any certainty, and the history of reverse stock splits for other companies is varied, particularly since some investors may view a reverse stock split negatively. In many cases, the market price of a company’s shares declines after a reverse stock split, or executive officers, see the section entitled “Certain Relationshipsmarket price of a company’s shares immediately after a reverse stock split does not reflect a proportionate or mathematical adjustment to the market price based on the ratio of the reverse stock split. Accordingly, the total market capitalization of our Common Stock and Related Party Transactions: Certain Family Relationships.the Company after a Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split, and it is possible that a Reverse Stock Split may not result in a per share trading price that would attract investors who do not trade in lower priced stocks.

Reducing the number of outstanding shares of our Common Stock through the Reverse Stock Split, if we decide to proceed with the Reverse Stock Split, is intended, absent other factors, to increase the per share trading price of our Common Stock. However, even if we implement the Reverse Stock Split, the per share trading price of our Common Stock may decrease due to factors unrelated to the Reverse Stock Split. Other factors, such as our financial results, market conditions and the market perception of our business, may adversely affect the per share trading price of our Common Stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the benefits that we anticipate, that the per share trading price of our Common Stock will increase following the Reverse Stock Split or that the per share trading price of our Common Stock will not decrease in the future. Although no assurances are possible concerning the trading price of our Common Stock if the Reverse Stock Split is effected or concerning future fluctuations in the market prices of our Common Stock after the Reverse Stock Split, based on such price, the Company’s intention in determining the reverse stock split ratio to be reflected in the Reverse Stock Split is that such ratio will result in an increase in the per share market price of our Common Stock immediately after the Reverse Stock Split, although whether the price of our Common Stock is sufficient or is maintained for a sufficient period of time depends in part on the ratio of the Reverse Stock Split and future fluctuations in the price of our Common Stock.

The proposed Reverse Stock Split may decrease the liquidity of our Common Stock and result in higher transaction costs.”

The liquidity of our Common Stock may be negatively impacted by the Reverse Stock Split, given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the per share trading price does not increase proportionately as a result of the Reverse Stock Split. In addition, if the Reverse Stock Split is implemented, it will likely increase the number of our stockholders who own “odd lots” of fewer than 100 shares of Common Stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock. In addition, although we believe the Reverse Stock Split may enhance the marketability of our Common Stock to certain potential investors, we cannot assure you that, if implemented, our Common Stock will be more attractive to investors. While our Board believes that a higher stock price may help generate the interest of new investors, the Reverse Stock Split may not result in a per-share price that will attract certain types of investors, such as institutional investors or investment funds, and such share price may not satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of our Common Stock may not improve as a result of a Reverse Stock Split and could be adversely affect by a higher per share price. Accordingly, the Reverse Stock Split may not achieve the desired results of increasing marketability of our Common Stock as described above.

The proposed Reverse Stock Split will result in a significant increase in our authorized common stock and may result in future dilution to our stockholders.

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The Reverse Stock Split will reduce the number of outstanding shares of our Common Stock without a proportionate reduction in the number of shares of authorized but unissued Common Stock in our Restated Certificate, which will give the Company a significantly larger number of authorized shares, as a percentage of total outstanding shares, available to be issued in the future without further stockholder action, except as may be required by applicable laws or the rules of any stock exchange on which our Common Stock is listed. The issuance of additional shares of our Common Stock may have a dilutive effect on the ownership of existing stockholders.

Board Leadership StructurePotential Anti-Takeover Effect

As described below, Mr. Colombatto,noted above, the Reverse Stock Split would result in an independent director with substantial executive leadership experience, currently serves asincreased proportion of unissued authorized shares to issued shares, which could have possible anti-takeover effects and could be used by us to oppose a hostile takeover attempt or to delay or prevent changes in our Chairmancontrol or management (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the board of directors and Mr. McGuire currently serves as our Chief Executive Officer.

Chairmanor contemplating a tender offer or other transaction for the combination of us with another company). These authorized but unissued shares could (within the limits imposed by applicable law) be issued in one or more transactions that could make a change of control of the Board

Our corporate governance principles provideCompany more difficult, and therefore more unlikely, or used to resist or frustrate a third-party transaction that is favored by a majority of the board will fill the chairman position based upon the board’s view of what is inindependent stockholders. For example, without further stockholder approval, our best interests at any point in time. Our board of directors believescould (within the limits imposed by applicable law) strategically sell shares of Common Stock in a private transaction to purchasers who would oppose a takeover or favor our then current board of directors, or the shares could be available for potential issuance pursuant to a shareholder rights plan. The additional authorized shares could be used to discourage persons from attempting to gain control of the Company by diluting the voting power of shares then outstanding or increasing the voting power of persons that Mr. Colombatto’s service as chairmanwould support the board of directors in a potential takeover situation, including by preventing or delaying a proposed business combination that is opposed by the Board although perceived to be desirable by some stockholders. The issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. Despite these possible anti-takeover effects, this reverse stock split proposal has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt or any effort of which we are aware to accumulate our stock or to obtain control of our company by means of a merger, tender offer, solicitation in opposition to management or otherwise (nor is our board of directors currently aware of any such attempts directed at us). Nevertheless, stockholders should be aware that approval of this proposal could facilitate future efforts by us to deter or prevent changes in our control, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices.

Procedure for Implementing the Reverse Stock Split

The effective time of the Reverse Stock Split (the “Effective Time”), if approved by stockholders and implemented by the Company, will be the date and time set forth in the Reverse Split Certificate of Amendment that is filed with the Delaware Secretary of State. If the reverse stock split proposal is approved and the board of directors determines to proceed with the Reverse Stock Split, the exact timing of the filing of the Reverse Split Certificate of Amendment will be determined by our board of directors.

If, at any time prior to the filing of the Reverse Split Certificate of Amendment with the Delaware Secretary of State, notwithstanding stockholder approval, and without further action by the stockholders, the board of directors, in its sole discretion, determines that it is in the Company’s best interests and the best interests of the Company’s stockholders to delay the filing of the Certificate of Amendment or abandon the Reverse Stock Split, the Reverse Stock Split may be delayed or abandoned. The Company reserves the right to abandon a reverse stock split without further action by our stockholders at any time before the effectiveness of the filing with the Secretary of the State of Delaware of the Reverse Split Certificate of Amendment to our Restated Certificate, even if the authority to effect the Reverse Stock Split has been approved by our stockholders at the Special Meeting. By voting in favor of the Reverse Stock Split Proposal, you are expressly also authorizing the board of directors to delay, not to proceed with, and abandon, the Reverse Stock Split if it should so decide, in its sole discretion, that such action is in the best interests of Ra Medical Systemsthe Company and its stockholders. As Mr. Colombatto currently serves as

If a Reverse Stock Split is effected, then after the Effective Time, our chairman and is an independent director, the board does not currentlyCommon Stock will have a lead independent director. The Board has determined that this leadership structure, specificallynew Committee on Uniform Securities Identification Procedures (CUSIP) number, which is a number used to identify our equity securities, and stock certificates with the separation ofolder CUSIP number will need to be exchanged for stock certificates

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with the Chief Executive Officer and

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Chairman ofnew CUSIP number by following the board of directors positions, is appropriate for our company because, inprocedures described below. After the judgment of the board of directors, an independent chairman of the board of directors (or lead independent director, if the chair of the board of directors is not an independent director) is best positionedReverse Stock Split, we will continue to express to management the views of the board of directors (and, particularly, the independent directors) and to provide constructive feedbackbe subject to the Chief Executive Officer regarding management’s performance.

Given his tenure with and status within Ra Medical Systems, our board of directors believes Mr. Colombatto possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing Ra Medical Systems, and we believe he is best positioned, in consultation with Mr. McGuire, to develop agendas that ensure that the board’s time and attention are focused on the most critical matters. In addition, we believe the working relationship between Mr. Colombatto and Mr. McGuire, on the one hand, and between Mr. Colombatto and the other independent directors, on the other, enhances and facilitates the flow of information between management and our board as well as the ability of our independent directors to evaluate and oversee management and its decision-making. Mr. Colombatto and Mr. McGuire speak regularly on strategic, operational, and management matters facing Ra Medical Systems. In addition, as discussed below, our board of directors typically holds executive sessions consisting only of non-employee directors in conjunction with each regular quarterly meeting of the board, and Mr. Colombatto and Mr. McGuire discuss board feedback to management following these executive sessions.

Role of Board in Risk Oversight Process

One of the key functions of our board of directors is informed oversight of our risk management process.  Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight.  In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure.  Our audit committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management.  Our audit committee also monitors compliance with legal and regulatory requirements and reviews related party transactions, in addition to oversight of the performance of our external audit function.  Our nominating and corporate governance committee assists our board of directors in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.  The board believes its leadership structure is consistent with and supports the administration of its risk oversight function.

Board Meetings and Committees

During our fiscal year ended December 31, 2021, our board of directors held seventeen (17) meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.

It is the policy of our Board to regularly have separate meeting times for independent directors without management. Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend.

Our board of directors has an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and the responsibilities described below.  We believe that the composition of these committees meets the criteria for independence under, and the functioning of these committees comply with the requirements of, the Sarbanes-Oxley Act of 2002, the rules of the NYSE American, and SEC rules and regulations.  

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Audit Committee

The members of our audit committee are Richard Mejia, Jr. and Joan Stafslien. Mr. Mejia serves as the chairperson of our audit committee.  Our board of directors has determined that each of the members of our audit committee is an independent director under the NYSE American listing rules, satisfies the additional independence criteria for audit committee members and satisfies the requirements for financial literacy under the NYSE American listing rules and Rule 10A-3 of the Exchange Act, as applicable.  Our board has also determined that Mr. Mejia qualifies as an audit committee financial expert within the meaning of the applicable rules and regulations of the SEC and satisfies the financial sophistication requirements of the NYSE American listing rules.

Our audit committee oversees our corporate accounting and financial reporting process and assists our board of directors in monitoring our financial systems and our legal and regulatory compliance.  Our audit committee responsibilities also include, among other things:

Our audit committee operates under a written charter approved by our board of directors and that satisfies the applicable rules and regulations of the SEC and the listing requirements of NYSE American.  The charter is available on our website, www.ramed.com, under the Investor Relations tab under Governance.  Our audit committee held five (5) meetings during 2021.

Compensation Committee

The members of our compensation committee are Martin Colombatto and Susanne Meline.  Mr. Colombatto serves as the chairperson of our compensation committee.  Our board of directors has determined that each member of our compensation committee is an independent director under the current rules of the NYSE American, satisfies the additional independence criteria for compensation committee members under Rule 10C-1 and the NYSE American listing rules and is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.

Our compensation committee oversees our corporate compensation programs.  The compensation committee responsibilities also include, among other things:

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Our compensation committee operates under a written charter approved by our board of directors and that satisfies the applicable rules and regulations of the SEC and the listing requirements of the NYSE American.  The charter is available on our website, www.ramed.com, under the Investor Relations tab under Governance.  Our compensation committee held five (5) meetings during 2021.

Nominating and Corporate Governance Committee

The current members of our nominating and corporate governance committee are Joan Stafslien and Martin Colombatto. Ms. Stafslien serves as the chairperson of our nominating and corporate governance committee. All current members of our nominating and corporate governance committee meet the requirements for independence under current NYSE American listing standards and SEC rules and regulations. The nominating and corporate governance committee oversees our nominations for directors and corporate governance matters. The nominating and corporate governance committee responsibilities also include, among other things:

Our nominating and corporate governance committee operates under a written charter approved by our board of directors and that satisfies the applicable rules and regulations of the SEC and the listing requirements of the NYSE American. The charter is available on our website, www.ramed.com, under the Investor Relations tab under Governance. Our nominating and corporate governance committee held three (3) meetings during 2021.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee, or other board committee performing equivalent functions (or in the absence of any such committee, the entire board of directors) or director of any entity that has one or more executive officers serving on our compensation committee or our board of directors. None of the members of our compensation committee during the last fiscal year, which included Martin Colombatto and Susanne Meline is or has been an officer or employee of the Company.

Considerations in Evaluating Director Nominees

The nominating and corporate governance committee uses the following procedures to identify and evaluate any individual recommended or offered for nomination to the Board:

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The nominating and corporate governance committee evaluates all incumbent, replacement or additional nominees for election as directors, taking into account (i) all factors the committee considers appropriate, which may include career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge, and (ii) the following minimum qualifications:

The nominating and corporate governance committee also focuses on issues of diversity, such as diversity of gender, race, and national origin, education, professional experience and differences in viewpoints and skills.  The nominating and corporate governance committee believes that it is essential that members of our board of directors represent diverse viewpoints.  

If our nominating and corporate governance committee determines that an additional or replacement director is required, the nominating and corporate governance committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the nominating and corporate governance committee, board, or management.

The nominating and corporate governance committee may propose to the Board a candidate recommended or offered for nomination by a stockholder as a nominee for election to the Board.

Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our board of directors has the final authority in determining the selection of director candidates for nomination to our board. After completing its review and evaluation of director candidates, our board of directors recommends Mr. McGuire, the director nominee, for election as Class I director to serve until our 2025 annual meeting of stockholders or until their respective successors are duly elected and qualified.

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Stockholder Recommendations for Nominations to Our Board of Directors

It is the policy of our nominating and corporate governance committee to consider recommendations for candidates to our board of directors from our stockholders holding no less than one percent (1%) of the outstanding shares of the Company’s common stock continuously for at least twelve (12) months prior to the date of the submission of the recommendation or nomination. A stockholder that wishes to recommend a candidate for consideration by the committee as a potential candidate for director must direct the recommendation in writing to Ra Medical Systems, Inc., 2070 Las Palmas Drive, Carlsbad, California 92011, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between us and the candidate and evidence of the recommending stockholder’s ownership of our stock. Such recommendation must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for board membership, including issues of character, integrity, judgment, and diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and the like and personal references. Our board of directors will consider the recommendation but will not be obligated to take any further action with respect to the recommendation.

A stockholder that instead desires to nominate a person directly for election to the Board at an annual meeting of the stockholders must meet the deadlines and other requirements set forth in Section 2.4 of the Company’s Bylaws and the rules and regulations of the Securities and Exchange Commission. Section 2.4 of the Company’s Bylaws requires that a stockholder who seeks to nominate a candidate for director must provide a written notice to the Secretary of the Company not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which the corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then notice by the stockholder to be timely must be so received by the Secretary of the Company not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting and (ii) the 10th day following the day on which Public Announcement (as defined below) of the date of such annual meeting is first made. That notice must state the information required by Section 2.4 of the Company’s Bylaws, and otherwise must comply with applicable federal and state law. The Secretary of the Company will provide a copy of the Bylaws upon request in writing from a stockholder. “Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended or(the “Exchange Act”). We currently expect that our Common Stock will continue to be listed on the NYSE American under the symbol “RMED” subject to any successor thereto.

Communicationsfuture change of listing of our securities, although it will be considered a new listing with a new CUSIP number. The Reverse Stock Split is not intended to be, and we do not believe that it will have the Board of Directors

The Board believes that management speaks for the Company. Individual Board members may, from time to time, communicate with various constituencies that are involved with the Company, but it is expected that Board members would do this with knowledge of management and, in most instances, only at the request of management.

In cases where stockholders or other interested parties wish to communicate directly with our non-management directors, messages can be sent to Ra Medical Systems, Inc., 2070 Las Palmas Drive, Carlsbad, California 92011, Attention: Corporate Secretary. Our corporate secretary monitors these communications and will provide a summary of all received messages to the board at each regularly scheduled meeting. Our board typically meets on a quarterly basis. Where the natureeffect of, a communication warrants, our Secretary may determine, in his or her judgment, to obtain the more immediate attention of the appropriate committee of the board or non-management director, of independent advisors or of our management, as our Secretary considers appropriate.

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Our Secretary may decide in the exercise of his or her judgment whether a response to any stockholder or interested party communication is necessary.

This procedure for stockholder and other interested party communications with the non-management directors is administered“going private transaction” covered by our nominating and corporate governance committee. This procedure does not apply to (a) communications to non-management directors from our officers or directors who are stockholders, (b) stockholder proposals submitted pursuant to Rule 14a-813e-3 under the Exchange Act, or (c) communicationsAct.

Impact of the Reverse Stock Split Amendment if Implemented

If approved and implemented, the Reverse Stock Split will be realized simultaneously and in the same ratio for all of our issued and outstanding shares of Common Stock. Any fractional shares that would otherwise be issuable as a result of the Reverse Stock Split will be paid out in cash. The Reverse Stock Split will affect all holders of our Common Stock uniformly and will not affect any stockholder’s percentage ownership interest in the Company (subject to the audit committee pursuant to our procedures for complaints regarding accounting and auditing matters.

Corporate Governance Principles and Codetreatment of Ethics and Conduct

Our board of directors has adopted corporate governance principles. These principles address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a written code of ethics and conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our corporate governance principles and code of ethics and conduct are available on our website, www.ramed.com, under the Investor Relations tab under Governance, then Governance Documents. If we make any substantive amendments to, or grant any waivers from, the code of ethics and conduct for any officer or director, we will disclose the nature of such amendment or waiver on our website.

Director Compensation

Our board of directors has retained Radford Aon, a national compensation consultant, to provide our board of directors with an analysis of market data compiled from certain comparable public companies and assistance in determining compensation of directors. In developing our current Outside Director Compensation Policy, the Compensation Committee gathered and reviewed board compensation data from the National Association of Corporate Directors as well as for various publicly traded companies that the Compensation Committee believes to be similar to the Company in some respect, taking into consideration market capitalization, number of employees, amount of revenue, net cash used or generated in operations and the industries in which such companies operate.fractional shares). In addition, the Compensation Committee evaluatedReverse Stock Split will not affect any stockholder’s proportionate voting power (subject to the Company’s resources, includingtreatment of fractional shares).

Our authorized capital stock currently consists of 300,000,000 shares of Common Stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. Although the Reverse Stock Split will not affect the rights of stockholders or any stockholder’s proportionate ownership interest in the Company (except as a result of treatment of fractional shares), the number of authorized shares of our Common Stock and preferred stock will not be reduced. If the Reverse Stock Split is implemented, the number of authorized shares of Common Stock would remain at 300,000,000 shares, thereby effectively increasing the number of shares remaining in its 2018 Equity Incentive Plan in determining the appropriate form of paymentCommon Stock available for future issuance. The total number of such compensation.authorized shares of preferred stock would remain at 10,000,000 shares.

This Outside Director Compensation Policy currently provides that each non-employee director is entitled to receive the following cash compensationThe table below sets forth, as of August 5, 2022 and for their services, or Retainer Cash Payments as follows:

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Retainer Cash Payments will be paid in cash 1-for-50, inclusive, including on or about the last day of each fiscal quarter of the Company in arrears to each outside director as well as to each former Outside Director who served for one or more days during such fiscal quarter on a prorated basis.  

Notwithstanding the foregoing, the Board may elect, priorour total outstanding Common Stock equivalents (without giving effect to the first daytreatment of any fiscal year, to convert Retainer Cash Payments related to services performed by outside directors during such fiscal year into Awards of Restricted Stock Units, or Retainer RSU Awards, taking into consideration the Company’s available cash and equity resources under the 2018 Equity Incentive Plan. If granted, Retainer RSU Awards will be granted automatically on the first trading day on or after the 5th day of the month immediately following the end of the fiscal quarter for which the corresponding Retainer Cash Payments were earned, subject to the applicable outside director remaining an outside director through such date, each a “Retainer RSU Award Grant Date. Each Retainer RSU Award will be fully vested on the applicable Retainer RSU Award Grant Date, and will cover a number of shares having a value (calculated in accordance with the Black Scholes option valuation methodology, or such other methodology as our board of directors or the compensation committee may determine) equal to the dollar value of the corresponding Retainer Cash Payments earnedfractional shares).

As illustrated by the applicable outside director fortable above, the fiscal quarter to whichReverse Stock Split would significantly increase the Retainer RSU Award relates, rounded down to the nearest whole share.

Pursuant to the Company’s prior Outside Director Compensation Policy, which was in effect through 2021, our Outside Director Compensation Policy also previously included the following equity incentive compensation program for non-employee directors in addition to Retainer Cash Payments. Prior to 2022, each non-employee director who first joined us (other than a director who becomes a non-employee director as a result of terminating employment with us) was eligible to be granted on the first trading date on or after his or her start date as a non-employee director a one-time, initial restricted stock unit award with a value of $140,000. Ms. Stafslien was awarded 1,000 restricted stock units upon joining the Board in April 2020, and Ms. Meline was awarded 4,000 restricted stock units upon joining the Board in 2021 in lieu of the $140,000 value award. Further, on the date of each of our annual stockholder meetings, each non-employee director who was continuing as a director following our annual stockholder meeting was automatically granted an annual restricted stock unit award with a value of $100,000. For 2021, each outside director was awarded 4,000 shares of restricted stock in lieu of the $100,000 value award. Each initial restricted stock unit award vests as to 1/3rd of the award on each of the first three anniversaries of the date the director’s service as a non-employee director started, subject to continued service through each relevant vesting date. Each annual restricted stock unit award vests as to 100% of the underlying shares on the earlier of the one-year anniversary of the award’s grant date or the day before the date of our annual stockholder meeting next following the award’s grant date, subject to continued service through such date. In the event of a change in control of our company, all equity awards granted to a non-employee director (including those granted pursuant to our Outside Director Compensation Policy) will fully vest and become immediately exercisable, subject to continued service through such date.

Our Outside Director Compensation Policy also provides for the reimbursement of our non-employee directors for reasonable, customary and documented travel expenses to attend meetingsability of our board of directors to issue authorized and committees of our board of directors.

Compensation for our non-employee directors is not limited to the equity awards and payments set forth in our Outside Director Compensation Policy. Our non-employee directors remain eligible to receive equity awards and cash or other compensation outside of the Outside Director Compensation Policy, as may be provided from time to time at the discretion of our board of directors. No such awards or payments have been made in 2021.

2021 Director Compensation Table

The following table sets forth information regarding compensation earned or paid to our directors during the year ended December 31, 2021:

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See “Executive Compensation” for information about the compensation of directors who are also executive officers.

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PROPOSAL NUMBER 1

ELECTION OF CLASS I DIRECTOR

Our board of directors is currently composed of five (5) directors, of which four (4) directors are “independent” under NYSE American listing standards. In accordance with our certificate of incorporation, our Board is divided into three classes with staggered three-year terms. Any increase or decrease in the numberfuture without further stockholder action. The issuance in the future of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Boardsuch additional authorized shares may have the effect of delayingdiluting the earnings or preventing changes in controlloss per share and book value per share, as well as the ownership and voting rights of the holders of our company.

Atthen-outstanding shares of Common Stock. In addition, an increase in the Annual Meeting, one (1) Class I director willnumber of authorized but unissued shares of our Common Stock may have a potential anti-takeover effect, as our ability to issue additional shares could be electedused to thwart persons, or otherwise dilute the stock ownership of stockholders, seeking to control us. The Reverse Stock Split is not being recommended by our board of directors byas part of an anti-takeover strategy. We have no plans, proposals or arrangements, written or otherwise, at this time involving the holdersissuance of ouradditional shares of common stock to serve for a three-year term expiring at the 2025 annual meeting of stockholders. The director’s term continues until the election and qualification of his successor, or such director’s earlier death, resignation or removal.stock.

NomineeEffect on Beneficial Holders of Common Stock (i.e., stockholders who hold in “street name”)

Upon the Reverse Stock Split, we intend to treat shares held by stockholders in “street name,” through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names.

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Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for Directortheir beneficial holders holding our Common Stock in “street name.” However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. If a stockholder holds shares of our Common Stock with a bank, broker or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker or other nominee.

Our board

Effect on Registered “Book- Entry” Holders of directors has nominated Jonathan Will McGuire,Common Stock (i.e., stockholders who are registered on the transfer agent’s books and records but do not hold stock certificates)

Certain of our registered holders of Common Stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the Common Stock. They are, however, provided with a current director,statement reflecting the number of shares registered in their accounts.

If a stockholder holds registered shares in book-entry form with the transfer agent, no action needs to be taken to receive post-Reverse Stock Split shares. If a stockholder is entitled to post-Reverse Stock Split shares, a transaction statement will automatically be sent to the stockholder’s address of record indicating the number of shares of Common Stock held following the Reverse Stock Split.

Accounting Matters

The Reverse Stock Split will not affect the par value of a share of our Common Stock. As a result, as of the Effective Time of the Reverse Stock Split, the stated capital attributable to Common Stock on our balance sheet will be reduced proportionately based on the Reverse Stock Split ratio (including a retroactive adjustment of prior periods), and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Reported per share net income or loss will be higher because there will be fewer shares of Common Stock outstanding.

No Appraisal Rights

Under the Delaware General Corporation Law, stockholders are not entitled to dissenter’s or appraisal rights with respect to the Reverse Stock Split, and we will not independently provide stockholders with any such rights.

Material United States Federal Income Tax Considerations of the Reverse Stock Split

The following discussion is a summary of material U.S. federal income tax consequences of the Reverse Stock Split to stockholders but does not purport to be a complete analysis of all potential tax effects that may be relevant to stockholders. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or foreign tax laws are not discussed. This discussion is based on the Code, U.S. Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service in effect as of the date of this proxy statement. These authorities may change or be subject to differing interpretations. Any such change may be applied retroactively in a manner that could adversely affect a holder of our Common Stock.

This summary is limited to stockholders who hold our Common Stock as a nominee“capital asset” within the meaning of Section 1221 of the Code (generally, property held for reelectioninvestment). This discussion does not address all U.S. federal income tax consequences relevant to the particular circumstances of a stockholder. In addition, it does not address consequences relevant to stockholders that are subject to particular rules, including, without limitation:

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This discussion is limited to stockholders that are U.S. Holders. For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Common Stock that, for U.S. federal income tax purposes, is or is treated as:

If an entity treated as a partnership for U.S. federal income tax purposes holds our Common Stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the Annual Meetingpartner level. Accordingly, partnerships holding our Common Stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

In addition, the following discussion does not address the tax consequences of the Reverse Stock Split under state, local and foreign tax laws. Furthermore, the following discussion does not address any tax consequences of transactions effectuated before, after or at the same time as the Reverse Stock Split, whether or not they are in connection with the Reverse Stock Split.

INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Tax Consequences of the Reverse Stock Split

The following is a summary of certain material U.S. federal income tax consequences of the Reverse Stock Split to “U.S. stockholders” (as defined below). This summary is not intended to be a complete discussion of all possible U.S. federal income tax consequences of the Reverse Stock Split and is included for general information purposes only. Further, it does not address the Medicare tax on net investment income or any state, local or non-U.S. income or other tax consequences. For example, state and local tax consequences of the Reverse Stock Split may vary significantly as to each U.S. stockholder, depending upon the state in which such stockholder resides or does business. Also, it does not address the tax consequences to holders that are subject to special tax rules, such as partnerships, S corporations or other pass-through entities (or persons who hold our shares through such pass-through entities), banks or other financial institutions, individual retirement and other tax-deferred accounts, holders who acquired common stock pursuant to the exercise of employee stock options or otherwise as compensation, traders in securities that elect to apply a mark-to-market method of accounting, insurance companies, regulated investment companies, real estate investment trusts, dealers or traders in securities or currencies, former citizens or residents of the United States subject to Section 877 of the Code, corporations that accumulate earnings to avoid United States federal income tax, taxpayers subject to the alternative minimum tax, persons subject to the base erosion and anti-abuse tax, holders who actually or constructively

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own more than 5% of the outstanding stock of the company, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers, tax-exempt entities U.S. stockholders whose functional currency is not the U.S. dollar, and holders who hold common stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction.

For purposes of this discussion, the term “U.S. stockholder” means a means a beneficial owner of Common Stock, that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation, or entity treated as a Class I director. If elected, Mr. McGuire will servecorporation for U.S. federal income tax purposes, organized under the laws of the United States any state thereof or the District of Columbia, (iii) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) such trust has made a valid election to be treated as a Class I director untilU.S. person for U.S. federal income tax purposes or (iv) an estate, the 2025 annual meeting or until his successorincome of which is duly electedsubject to U.S. federal income tax regardless of its source.

The discussion below is based on the provisions of the U.S. federal income tax law as of the date hereof, which are subject to change retroactively as well as prospectively. This summary also assumes that the shares held by a U.S. stockholder prior to the Reverse Stock Split (“Old Shares”) were, and qualified. For more information concerning the nominee, please seeshares owned by such stockholder immediately after the section entitled “Board of Directors and Corporate Governance.”

Mr. McGuire has agreed to serve, if elected, and management has no reason to believe that heReverse Stock Split (“New Shares”) will be, unavailableheld as “capital assets,” as defined in the Code, generally property held for investment. The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. The discussion below regarding the U.S. federal income tax consequences of the Reverse Stock Split also is not binding on the Internal Revenue Service or the courts. Accordingly, each stockholder is urged to serve. consult with his, her or its own tax advisor with respect to the tax consequences of the Reverse Stock Split.

U.S. Federal Income Tax Consequences of the Reverse Stock Split to U.S. Stockholders

In general, and except as described below with respect to cash in lieu of fractional shares, no gain or loss should be recognized by a U.S. stockholder upon such stockholder’s exchange, or deemed exchange, of Old Shares for New Shares pursuant to the eventReverse Stock Split. Accordingly, the aggregate tax basis of the New Shares received in the Reverse Stock Split should be the same as such stockholder's aggregate tax basis in the Old Shares being exchanged (excluding the portion of the tax basis allocable to any fractional share), and holding period for the New Shares received should include the holding period for the Old Shares being exchanged. Special tax basis and holding period rules may apply to holders that acquired different blocks of stock at different prices or at different times. Holders should consult their own tax advisors as to the applicability of these special rules to their particular circumstances.

Cash in Lieu of Fractional Shares

A U.S. stockholder who receives cash in lieu of a nomineefractional share of New Shares pursuant to the Reverse Stock Split should generally recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. stockholder’s tax basis in the Old Shares being exchanged that is unableallocated to the fractional share of New Shares. The capital gain or declinesloss should be long term capital gain or loss if the U.S. stockholder’s holding period for such Old Shares being exchanged that is allocated to serve as a directorthe fractional share of New Shares exceeded one year at the effective time of the Annual Meeting, proxiesReverse Stock Split. The deductibility of net capital losses by individuals and corporations is subject to limitations. U.S. stockholders are advised to consult their tax advisors regarding the tax treatment of their receipt of cash in lieu of a fractional share of Common Stock pursuant to the Reverse Stock Split.

Information Reporting and Backup Withholding

Information returns generally will be voted for any nominee whorequired to be filed with the Internal Revenue Service (“IRS”) with respect to the payment of cash in lieu of a fractional share of New Shares pursuant to the Reverse Stock Split, unless a U.S. stockholder is an exempt recipient. In addition, U.S. stockholders may be proposed bysubject to a backup withholding tax (at the nominatingcurrent applicable rate of 24%) on the payment of this cash if they do not provide their taxpayer identification numbers in the manner required or otherwise fail to comply with applicable backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the U.S. stockholder’s federal income tax liability, if any, provided the required information is timely furnished to the IRS. U.S. stockholders should consult their own tax advisors regarding their qualification for an exemption from backup withholding and corporate governance committee and designated by the present board of directors to fill the vacancy.procedures for obtaining such an exemption.

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Required Vote

The Class I director elected to the boardaffirmative vote of directors will be elected by a pluralitymajority of the voting powershares of shares present in personour Common Stock outstanding as of the Record Date is required for approval of the Reverse Stock Split Proposal. You may vote “FOR,” “AGAINST,” or represented by proxy“ABSTAIN” on this proposal. Broker non-votes and entitled to vote onabstentions have the election of directors. In other words, the nominee receiving the highest number of “FOR” votes will be electedsame effect as a Class I director. Shares represented by executed proxies will be voted, if authority to do so is not expressly withheld, forvote against the election of Jonathan Will McGuire. Broker non-votes will have no effect on this proposal.

Board Recommendation

Our board of directors recommends a vote “FOR” the electionapproval of the one (1) nominee to the board of directors as a Class I director to serve for a three year term.Reverse Stock Split Proposal.

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Generally, a committeebusiness combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors. In connection with his appointmentdirectors does not approve in advance. We also anticipate that Section 203 may discourage attempts that might result in a premium over the market price for the shares of Common Stock held by stockholders.

The provisions of Delaware law and the provisions of our Restated Certificate and amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and as Interim Chief Executive Officer, on August 11, 2019,a consequence, they might also inhibit temporary fluctuations in the compensation committeemarket price of our Common Stock that often result from actual or rumored hostile takeover attempts. 

These provisions might also approved an Interim Chief Executive Officer offer letter that includes an additional $6,000 per month stipend amount, less applicable tax withholdings, to Mr. Jackson duringhave the periodeffect of preventing changes in which Mr. Jackson serves as Ra Medical’s Interim Chief Executive Officer. This stipend was discontinued in March 2020, when Mr. Jackson no longer served as Interim Chief Executive Officer. Mr. Jacksonour management. It is also eligible for severance benefits, aspossible that these provisions could make it more fully describeddifficult to accomplish transactions that stockholders might otherwise deem to be in “Executive Change in Control and Severance Agreements.”their best interests.

Executive Change in Control and Severance Agreements

Choice of Forum.Our boardRestated Certificate provides that the Court of directors has approved a change in control and severance agreement for certain of our executive officers, including our named executive officers, which agreements provide for certain severance and change in control benefits as described below. Each change in control and severance agreement supersedes any prior agreement or arrangement the executive officer may have had with us that provides for severance and/or change in control payments or benefits.

Each change in control and severance agreement has an initial term of three years, starting on the effective dateChancery of the agreement. OnState of Delaware will be the third anniversaryexclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of the effective date of the agreement (the fifth anniversary in the case of Mr. McGuire), the agreement will renew automatically for additional one year terms unless either party provides the other party with written notice of nonrenewal at least one year prior to the date of automatic renewal. However, iffiduciary duty; (iii) any action asserting a change in control (as defined in the applicable agreement) occurs when there are fewer than 12 months remaining during the initial term or during an additional term, the term of the change in control and severance agreement will extend automatically through the date that is 12 months following the date of the change in control.

If an executive officer’s employment is terminated outside the period beginning three months before a change in control and ending 12 months following a change in control, or the Change in Control Period either (1) by the Company (or any of its subsidiaries) without “cause” (excluding by reason of death or disability) or (2) by the executive officer for “good reason” (as such terms are defined in the executive officer’s change in control and severance agreement), the executive officer will receive the following benefits if he or she timely signs and does not revoke a release of claims in our favor:

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If, within the Change in Control Period, the executive officer’s employment is terminated either (1) by the Company (or any of its subsidiaries) without cause (excluding by reason of death or disability) or (2) by the executive officer for good reason, the executive officer will receive the following benefits if he or she timely signs and does not revoke a release of claims in our favor.

If any of the amounts provided for under these change in control and severance agreements or otherwise payable to our named executive officers would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax, the executive officer would be entitled to receive either full payment of benefits under his or her change in control or severance agreement or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the executive officer. The change in control and severance agreements do not require us to provide any tax gross-up payments.

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Outstanding Equity Awards at 2021 Fiscal Year-End

The following table sets forth certain information concerning outstanding equity awards for our named executive officers at December 31, 2021:

Perquisites, Health, Welfare and Retirement Benefits

Our named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees. We provide a 401(k) savings plan to our employees, including our current named executive officers, as discussed in the section below entitled “401(k) Savings Plan.”

We generally do not provide perquisites or personal benefits to our named executive officers, except in limited circumstances and as noted in the Summary Compensation Table above. Our board of directors may elect to adopt qualified or non-qualified benefit plans in the future if it determines that doing so is in our best interests.

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401(k) Savings Plan

We maintain a tax-qualified retirement plan that provides eligible employees, including named executive officers, with an opportunity to save for retirement on a tax advantaged basis. All participants’ interests in their deferrals are 100% vested when contributed. Pre-tax and after-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. The Company, in its sole discretion, may make certain contributions to the plan. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan, and all contributions, if any, are deductible by us when made. The Company began matching contributions to this plan for all eligible employees in 2019 when the 401(k) plan was implemented.

Equity Compensation Plan Information

The following table summarizes information about our equity compensation plans as of December 31, 2021 with respect to shares of our common stock that may be issued under our existing equity compensation plans.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Person Transactions

There have been no transactions since January 1, 2020 to which we have been a party in which the amount involved exceeded $120,000 and in which any of our executive officers, directors, promoters or beneficial holders of more than 5% of our capital stock had or will have a direct or indirect material interest, other than compensation arrangements which are described under the section of this proxy statement titled “Executive Compensation.”

Indemnification of Officers and Directors

We have entered, and intend to continue to enter, into separate indemnification agreements with each of our directors and executive officers, in addition to the indemnification provided for inDelaware General Corporation Law, our amended and restated certificate of incorporation and amended and restated bylaws. The indemnification agreements andor our amended and restated certificatebylaws; (iv) any action to interpret, apply, enforce or determine the validity of incorporation andour Restated Certificate or our amended and restated bylaws requirebylaws; and (v) any action asserting a claim against us that is governed by the internal affairs doctrine. Our Restated Certificate further provides that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is American Stock Transfer & Trust Company, LLC. The transfer agent’s address is 6201 15th Avenue, Brooklyn, New York 11219, and its telephone number is 718-921-8300. Our shares of Common Stock are issued in uncertificated form only, subject to indemnify our directors, executive officers and certain controlling persons to the fullest extent permitted by Delaware law.limited circumstances.

Policies and Procedures for Transactions with Related PersonsMarket Listing

Our audit committee hasCommon Stock is listed on the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. The charter of our audit committee provides that our audit committee shall review and approve or disapprove in advance any related party transaction.

Our board of directors and audit committee have adopted a formal written policy that our executive officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of any of the foregoing persons, are not permitted to enter into any transaction with us for which disclosure would be required under Item 404 of Regulation S-K, referred to as a related person transaction, without the review and approval or ratification of our audit committee, or other independent members of our board of directors if it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Any related person transaction must be presented to our audit committee for review, consideration and approval or ratification. In approving or rejecting any such related person transaction, our audit committee is to consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third partyNYSE American under the same or similar circumstances and the extent of the related person’s interest in the transaction.symbol “RMED.”

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 11,August 5, 2022 by:

The percentage ownership information shown in the table is based on an aggregate of 32,305,14954,514,828 shares of our common stock outstanding as of April 11,August 5, 2022.

We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to: (i) the exercise of stock options that are either immediately exercisable or exercisable on or before June 10,October 4, 2022, which is 60 days after April 11,August 5, 2022 (ii) RSUs held by that person that will vest within 60 days of April 11,August 5, 2022 and (iii) outstanding warrants to purchase common stock held by that person that is either immediately exercisable or exercisable on or before June 10,October 4, 2022, which is 60 days after April 11,August 5, 2022. These shares are deemed to be outstanding and beneficially owned by the person holding those options and warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise noted below, the address of each of the individuals and entities named in the table below is c/o Ra Medical Systems, Inc., 2070 Las Palmas Drive, Carlsbad, California 92011. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

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OTHER MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes of ownership on Forms 3, 4 and 5 with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of such forms, and written representations that we have received from certain reporting persons that they filed all required reports, we believe that all of our officers, directors and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them with respect to transactions during 2021, other than late Forms 4 filed by Mr. McGuire and Mr. Jackson on November 24, 2021, which were filed late as a result of administrative error.

Fiscal Year 2021 Annual Report

Our financial statements for our fiscal year ended December 31, 2021 are included in our 2021 Annual Report on Form 10-K filed with the Securities and Exchange Commission, or the SEC, on March 24, 2022, or our Annual Report, which we will make available to stockholders at the same time as this proxy statement. This proxy statement and our Annual Report are posted on our website, www.ramed.com, under the investors tab and at the website of the SEC, at www.sec.gov. You may also obtain a copy of our Annual Report without charge by sending a written request to Ra Medical Systems, Inc., 2070 Las Palmas Drive, Carlsbad, California 92011, Attention: Corporate Secretary.

Company Website

We maintain a website at www.ramed.com. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement, and references to our website address in this proxy statement are inactive textual references only.

Availability of Bylaws

A copy of our bylaws may be obtained by accessing Ra Medical Systems’ filings on the SEC’s website at www.sec.gov. You may also contact our corporate secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

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PROPOSALS OF STOCKHOLDERS FOR THE 2023 ANNUAL MEETING

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next2023 annual meeting of stockholders by submitting their proposals in writing to our corporate secretary so that they are received at our principal executive offices not later than the close of business (5:30 p.m. Pacific time) on December 31, 2022. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Pursuant to the rules promulgated by the SEC, simply submitting a proposal does not guarantee that it will be included.

InFor any proposal that is not submitted for inclusion in next year’s proxy statement but is instead sought to be presented directly at the 2023 annual meeting of shareholders, in order to be properly brought before our 2023 annual meeting of stockholders, the stockholder must have given timely notice of such proposal or nomination, in proper written form. To be timely for our 2023 annual meeting of stockholders, a stockholder’s notice of a matter that the stockholder wishes to present, or the person or persons the stockholder wishes to nominate as a director, must be delivered to our corporate secretary at our principal executive offices not less than 45 days and not more than 75 days before the one-year anniversary of the date on which we first mailed our proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting. As a result, any written notice given by a stockholder pursuant to these provisions of our bylaws must be received by our corporate secretary at our principal executive offices:

In the event that we hold our 2023 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary date of the Annual Meeting,our 2022 annual meeting of stockholders, or Friday, June 3, 2022, then such written notice must be received not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the following two dates:

To be in proper written form, a stockholder’s notice and/or proposals must include the specified information concerning the proposal or nominee as described in our bylaws. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. Notices and/or proposals should be addressed to:

Ra Medical Systems, Inc.

Attention: Corporate Secretary

2070 Las Palmas Drive

Carlsbad, California 92011

Tel: (760) 804-1648

In addition, for next year’sour 2023 annual meeting of stockholders, we will be required under new SEC Rule 14a-19 to include on our proxy card all nominees for director for whom we have received notice under the rule, which must be received no later than 60 calendar days prior to the anniversary of the previous year’s Annual Meeting.annual meeting. For any such director nominee to be included on our proxy card for next year’sour 2023 annual meeting of stockholders, the Corporate Secretary must receive notice under SEC Rule 14a-19 no later than April 4, 2023. Please note that the notice requirementsrequirement under SEC Rule 14a-19 is in addition to the applicable notice requirements under the advance notice provisions of our Bylaws described above.

For information on how to accessA copy of our bylaws please seemay be obtained by accessing Ra Medical Systems’ filings on the section entitled “AvailabilitySEC’s website at www.sec.gov. You may also contact our corporate secretary at our principal executive offices for a copy of Bylaws,”the relevant bylaw provisions regarding the requirements for making stockholder proposals and for additional information regarding stockholder recommendations fornominating director candidates, please see the section entitled “Board of Directors and Corporate Governance – Stockholder Recommendations for Nominations to our Board of Directors.”candidates.

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We know of no other matters to be submitted at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the proxy to vote the shares they represent as the board of directors may recommend. Discretionary authority with respect to such other matters is granted by a properly submitted proxy.

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It is important that your shares be represented at the AnnualSpecial Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote as promptly as possible to ensure your vote is recorded.

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Annex A

RA MEDICAL SYSTEMS, INC.
CERTIFICATE OF AMENDMENT
TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Ra Medical Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that:

“Authorized Capital Stock. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is three hundred ten million shares, consisting of three hundred million shares of Common Stock, par value $0.0001 per share (the “Common Stock”), and ten million shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”).

Effective immediately upon the filing and effectiveness of this Certificate of Amendment (the “Effective Time”), each twenty to fifty shares of Common Stock of the Company, par value $0.0001 per share, that are issued and outstanding or held in treasury on the Effective Time shall be reverse split and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock of the Company, par value $0.0001 per share, with the exact ratio within the twenty to fiftyrange to be determined by the Board of Directors of the Corporation (or a duly authorized committee thereof) prior to the Effective Time and publicly announced by the Corporation, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The Reverse Stock Split shall occur automatically without any further action by the Corporation or by the holders of the shares affected thereby and whether or not the certificates representing such shares immediately prior to the Effective Time (the “Old Certificates”) are surrendered to the Corporation. The Reverse Stock Split shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable for, Common Stock of the Corporation. No fractional shares shall be issued upon the exchange and subdivision. Stockholders who otherwise would be entitled to receive a fractional share of Common Stock shall be entitled to receive their pro rata portion of the net proceeds obtained from the aggregation and sale by the exchange agent of the fractional shares resulting from the Reverse Stock Split (reduced by any customary brokerage fees, commissions and other expenses). The disposition of fractional share interests shall be effected by the Corporation by having (x) the exchange agent of the Corporation aggregate such fractional interests, (y) the shares resulting from the aggregation sold and (z) the net proceeds received from the sale allocated and distributed among the holders of the fractional interests on the basis of the relative fractional interests held by stockholders as a result of the Reverse Stock Split. Following the Effective Time, each Old Certificate shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined and exchanged, subject to the elimination of fractional share interests as described above, until such time as such Old Certificate has been surrendered to the Corporation.

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[signature page follows]

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IN WITNESS WHEREOF, Ra Medical Systems, Inc. has caused this Certificate of Amendment of Amended and Restated Certificate of Incorporation to be signed by Jonathan Will McGuire, a duly authorized officer of the Corporation, on [•], 202[•].

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