SecProbe.io

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 vtak20250527_corresp.htm

 CATHETER PRECISION, INC.

 1670 Highway 160 West

 Suite 205

 Fort Mill, SC 29708

 May 28, 2025

 VIA EDGAR TRANSMISSION

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attn: Margaret Sawicki

 Re:

 Catheter Precision, Inc.

 Registration Statement on Form S-3

 File No. 333-287483

 Acceleration Request

 Requested Date: May 30, 2025

 Requested Time: 5:00 p.m. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Catheter Precision, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-287483) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes Joe Alley of Arnall Golden Gregory LLP, counsel for the Company, to make such request on the Company’s behalf.

 The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Joe Alley of Arnall Golden Gregory LLP at (404) 873-8688 or via email at joe.alley@agg.com.

 Please direct any questions or comments regarding this acceleration request to Joe Alley at (404) 873-8688.

 Sincerely,

 Catheter Precision, Inc.

 By:
 /s/ Philip Anderson

 Philip Anderson, Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 27, 2025

David A. Jenkins
Chief Executive Officer
Catheter Precision, Inc.
1670 Highway 160 West, Suite 205
Fort Mill, SC 29708

 Re: Catheter Precision, Inc.
 Registration Statement on Form S-3
 Filed May 21, 2025
 File No. 333-287483
Dear David A. Jenkins:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Joe Alley, Esq.
</TEXT>
</DOCUMENT>

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CATHETER PRECISION, INC.

1670 Highway 160 West

Suite 205

Fort Mill, SC 29708

January 17, 2025

VIA EDGAR TRANSMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Nicholas O’Leary

Re:         Catheter Precision, Inc.

Registration Statement on Form S-3

File No. 333-284217

Acceleration Request

Requested Date: January 22, 2025

Requested Time: 5:00 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Catheter Precision, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-284217) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes Joe Alley of Arnall Golden Gregory LLP, counsel for the Company, to make such request on the Company’s behalf.

The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Joe Alley of Arnall Golden Gregory LLP at (404) 873-8688 or via email at joe.alley@agg.com.

Please direct any questions or comments regarding this acceleration request to Joe Alley at (404) 873-8688.

Sincerely,

Catheter Precision, Inc.

			By:

			/s/  Philip Anderson

			 Philip Anderson, Chief Financial Officer

January 16, 2025
David Jenkins
Chief Executive Officer
Catheter Precision, Inc.
1670 Highway 160 West, Suite 205
Fort Mill, SC 29708
Re:Catheter Precision, Inc.
Registration Statement on Form S-3
Filed January 10, 2025
File No. 333-284217
Dear David Jenkins:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:B. Joseph Alley Jr., Esq.

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   1670 Highway 160 West

 Suite 205

 Fort Mill, SC 29708  USA

 Main: 973-691-2000

 Fax: 973-691-7573

 January 10, 2025

 VIA EDGAR TRANSMISSION

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street NE

 Washington, D.C. 20549

   RE:

   Catheter Precision, Inc.

   Form S-3 Registration Statement

 To Whom It May Concern:

 Catheter Precision, Inc. (the "Company"), respectfully submits this Registration Statement on Form S-3 registering the sale from time to time of up to $20 million of Company common stock.

 Please be advised that the Company anticipates making an oral request for acceleration of effectiveness of this registration statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"). In that regard, this letter confirms that the Company is aware of its obligations under the Securities Act as they relate to the offering of shares described in this registration statement.  The Company’s outside attorney, B. Joseph Alley, Jr., of the law firm of Arnall Golden Gregory LLP, is hereby authorized to make such oral request for acceleration of effectiveness on our behalf.

 Please call Mr. Alley at (404) 873-8688 if you have any questions about this filing. We would very much appreciate the staff's assistance in declaring this registration statement effective as soon as possible.

   Sincerely,

   /s/ Philip Anderson

   Philip Anderson,

 Chief Financial Officer

    Copy to:

   David A. Jenkins, Executive Chair/CEO of the Company

   B. Joseph Alley, Jr., Arnall Golden Gregory LLP

November 27, 2024
David Jenkins
Chief Executive Officer
Catheter Precision, Inc.
1670 Highway 160 West, Suite 205
Fort Mill, SC 29708
Re:Catheter Precision, Inc.
Registration Statement on Form S-1
Filed November 21, 2024
File No. 333-283392
Dear David Jenkins:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:B. Joseph Alley, Jr., Esq.

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catheter_corresp.htmNovember 21, 2024

 VIA EDGAR TRANSMISSION

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street NE

 Washington, D.C. 20549

   RE:

   Catheter Precision, Inc.

   Form S-1 Registration Statement

 To Whom It May Concern:

 On behalf of Catheter Precision, Inc. (the "Company"), we respectfully submit this Registration Statement on Form S-1 registering the resale of up to 10,695,962 shares of Company common stock.

 Please be advised that the Company anticipates making an oral request for acceleration of effectiveness of this registration statement pursuant to Rule 461 under the Securities Act of 1933 (the "Securities Act"). In that regard, this letter confirms that the Company is aware of its obligations under the Securities Act as they relate to the offering of shares described in this registration statement.

 Please call me at (404) 873-8688 if you have any questions about this filing. We would very much appreciate the staff's assistance in declaring this registration statement effective as soon as possible.

   Sincerely,

   /s/ B. Joseph Alley, Jr.

       B. Joseph Alley, Jr.

      Copy to:

   David A. Jenkins, Executive Chair/CEO of the Company

 Margrit Thomassen, Interim CFO of the Company

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 CATHETER PRECISION, INC.

 1670 Highway 160 West

 Suite 205

 Fort Mill, SC  29708

 August 28, 2024

 VIA EDGAR TRANSMISSION

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attn:  Benjamin Richie

    Re:

   Catheter Precision, Inc.

   Registration Statement on Form S-1

 File No.  333-279930

   Acceleration Request

 Requested Date: August 29, 2024

 Requested Time: 5:00 p.m. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Catheter Precision, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l, as amended (File No. 333-279930) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes Joe Alley of Arnall Golden Gregory LLP, counsel for the Company, to make such request on the Company’s behalf.

 The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Joe Alley of Arnall Golden Gregory LLP at (404) 873-8688 or via email at joe.alley@agg.com.

 Please direct any questions or comments regarding this acceleration request to Joe Alley at (404) 873-8688.

 Sincerely,

 Catheter Precision, Inc.

    By:

   /s/ Margrit Thomassen

   Margrit Thomassen, Interim Chief Financial Officer

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 Ladenburg Thalmann & Co. Inc.

 640 Fifth Avenue, 4th Floor

 New York, New York 10019

 August 28, 2024

 VIA FACSIMILE AND EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

   Re:

   CATHETER PRECISION, INC.

 Registration Statement on Form S-1 (Registration No. 333-279930)

 Concurrence in Acceleration Request

 Ladies and Gentlemen:

 Ladenburg Thalmann & Co. Inc. (“Ladenburg”), as representative of the underwriters for the referenced offering, hereby concurs in the request by Catheter Precision, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:00 p.m. (Eastern Time), or as soon as practicable thereafter, on August 29, 2024, pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”). Ladenburg affirms that it is aware of its obligations under the Securities Act in connection with this offering.

   Very truly yours,

   LADENBURG THALMANN & CO. INC.

   By:

  /s/ Nicholas Stergis

  Name: Nicholas Stergis

  Title: Managing Director

United States securities and exchange commission logo
June 11, 2024
David A. Jenkins
Chief Executive Officer
Catheter Precision, Inc.
1670 Highway 160 West, Suite 205
Fort Mill, SC 29708
Re:Catheter Precision, Inc.
Registration Statement on Form S-1
Filed June 4, 2024
File No. 333-279930
Dear David A. Jenkins:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       B. Joseph Alley, Jr., Esq.

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rmed_corresp.htmRA MEDICAL SYSTEMS, INC.

 1670 Highway 160 West

 Suite 205

 Fort Mill, SC  29708

 May 4, 2023

 VIA EDGAR TRANSMISSION

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

      Re:

   Ra Medical Systems, Inc.

   Acceleration Request

 Registration Statement on Form S-3

 Filed April 21, 2023

 File No. 333-271388

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, Ra Medical Systems, Inc. respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 PM, Eastern time, on Tuesday, May 9, 2023, or as soon thereafter as is practicable.

 Please contact Joe Alley of Arnall Golden Gregory LLP at 404-873-8688 or joe.alley@agg.com with any questions regarding the foregoing and to confirm the effectiveness of the Registration Statement.

     Sincerely,

 Ra Medical Systems, Inc.

  By:  /s/ Steven Passey

  Steven Passey, Chief Financial Officer

United States securities and exchange commission logo
April 27, 2023
Jonathan McGuire
Chief Executive Officer
Ra Medical Systems, Inc.
1670 Highway 160 West, Suite 205
Fort Mill, SC 29708
Re:Ra Medical Systems, Inc.
Registration Statement on Form S-3
Filed April 21, 2023
File No. 333-271388
Dear Jonathan McGuire:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jordan Nimitz at 202-551-5831 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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ra_corresp

RA MEDICAL SYSTEMS, INC.

1670 Highway 160 West

Suite 205

Fort Mill, SC 29708

April
10, 2023

VIA EDGAR TRANSMISSION

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F.
Street, N.E.

Washington,
D.C. 20549

Re:

Ra
Medical Systems, Inc.

Acceleration
Request

Registration
Statement on Form S-3

Filed
March 29, 2023

File
No. 333-270919

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as
amended, Ra Medical Systems, Inc. respectfully requests that the
effective date of the above-referenced Registration Statement be
accelerated so that the same will become effective at 5:00 PM,
Eastern time, on Wednesday, April 12, 2023, or as soon thereafter
as is practicable.

Please
contact Joe Alley of Arnall Golden Gregory LLP at 404-873-8688 or
joe.alley@agg.com
with any questions regarding the foregoing and to confirm the
effectiveness of the Registration Statement.

Sincerely,

Ra
Medical Systems, Inc.

By:
/s/ Steven
Passey

      Steven
Passey, Chief Financial Officer

United States securities and exchange commission logo
April 5, 2023
Jonathan McGuire
Chief Executive Officer
Ra Medical Systems, Inc.
1670 Highway 160 West, Suite 205
Fort Mill, SC 29708
Re:Ra Medical Systems, Inc.
Registration Statement on Form S-3
Filed March 29, 2023
File No. 333-270919
Dear Jonathan McGuire:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jordan Nimitz at 202-551-5831 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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RA MEDICAL SYSTEMS, INC.

1670 Highway 160 West

Suite 205

Fort Mill, SC  29708

February 6, 2023

VIA EDGAR TRANSMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re:Ra Medical Systems, Inc.

Acceleration Request

Registration Statement on Form S-3

Filed February 1, 2023

File No.  333-269491

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Ra Medical Systems, Inc. respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:00 PM, Eastern time, on Wednesday, February 8, 2023, or as soon thereafter as is practicable.

Please contact Joe Alley of Arnall Golden Gregory LLP at 404-873-8688 or joe.alley@agg.com with any questions regarding the foregoing and to confirm the effectiveness of the Registration Statement.

Sincerely,

Ra Medical Systems, Inc.

By: /s/ Brian Conn______________________________________

       Brian Conn, Interim Chief Financial Officer

United States securities and exchange commission logo
February 3, 2023
Will McGuire
Chief Executive Officer
Ra Medical Systems, Inc.
1670 Highway 160 West, Suite 205
Fort Mill, SC 29708
Re:Ra Medical Systems, Inc.
Registration Statement on Form S-3
Filed February 1, 2023
File No. 333-269491
Dear Will McGuire:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Joe Alley, Esq.

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September 21, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dillon Hagius

Re:

Ra Medical Systems, Inc.
Registration Statement on Form S-3

Filed September 15
File No. 333-267443

Acceleration Request
Requested Date:September 23, 2022
Requested Time:4:30 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ra Medical Systems, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-267443) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.  Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Eric Hsu at (650) 849-3305.

* * * *

Sincerely,

Ra Medical Systems, Inc.

_/s/ Brian Conn

Name: Brian Conn

Title: Interim Chief Executive Officer

cc:

Jonathan Will McGuire, Ra Medical Systems, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
September 19, 2022
Jonathan McGuire
Chief Executive Officer
Ra Medical Systems, Inc.
2070 Las Palmas Drive
Carlsbad, California 92011
Re:Ra Medical Systems, Inc.
Registration Statement on Form S-3
Filed September 15, 2022
File No. 333-267443
Dear Mr. McGuire:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric Hsu

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Ra Medical Systems, Inc.

2070 Las Palmas Drive

Carlsbad, California 92011

February 1, 2022

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn:

Gary Guttenberg

Re:

Ra Medical Systems, Inc.

Registration Statement on Form S-1

File No. 333-262195

Acceleration Request

Requested Date: February 3, 2022

Requested Time: 5:00 p.m. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ra Medical Systems, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l, as amended (File No. 333-262195) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes Eric Y. Hsu of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

The Company acknowledges that should the Commission or its Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, the Company acknowledges that the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. Finally, the Company acknowledges that it may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Eric Y. Hsu of Wilson Sonsini Goodrich & Rosati, Professional Corporation at (650) 849-3305 or via email at ehsu@wsgr.com.  If notice of effectiveness is given by telephone, please also provide a copy of the Commission’s order declaring the Registration Statement effective to Eric Y. Hsu via facsimile at (650) 493-6811.

Please direct any questions or comments regarding this acceleration request to Eric Y. Hsu at (650) 849-3305.

U.S. Securities and Exchange Commission

February 1, 2022

Page 2

Sincerely,

RA MEDICAL SYSTEMS, INC.

By:

/s/ Andrew Jackson

Name:

Andrew Jackson

Title:

Chief Financial Officer



cc:

Martin J. Waters, Esq.

Eric Y. Hsu, Esq.

Robert L. Wernli, Jr., Esq.



Wilson Sonsini Goodrich & Rosati, Professional Corporation

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Ladenburg Thalmann & Co. Inc.

640 Fifth Avenue, 4th Floor

New York, New York 10019

February 1, 2022

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:

RA MEDICAL SYSTEMS, INC.
Registration Statement on Form S-1 (Registration No. 333-262195)
Concurrence in Acceleration Request

Ladies and Gentlemen:

Ladenburg Thalmann & Co. Inc. (“Ladenburg”), as representative of the underwriters for the referenced offering, hereby concurs in the request by Ra Medical Systems, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:00 p.m. (Eastern Time), or as soon as practicable thereafter, on February 3, 2022, pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”).  Ladenburg affirms that it is aware of its obligations under the Securities Act in connection with this offering.

Very truly yours,

LADENBURG THALMANN & CO. INC.

By:

/s/ Nicholas Stergis

Name: Nicholas Stergis

Title: Managing Director

United States securities and exchange commission logo
January 20, 2022
Jonathan Will McGuire
Chief Executive Officer
Ra Medical Systems, Inc.
2070 Las Palmas Drive
Carlsbad, CA 92011
Re:Ra Medical Systems, Inc.
Registration Statement on Form S-1
Filed January 14, 2022
File No. 333-262195
Dear Mr. McGuire:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gary Guttenberg at (202) 551-6477 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Martin Waters

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February 2, 2021

VIA EDGAR

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Jeffrey Gabor

Re:

Ra Medical Systems, Inc.

Registration Statement on Form S-3

Filed January 26, 2021

(File No. 333-252432)

Acceleration Request

Requested Date:    February 4, 2021

Requested Time:    4:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ra Medical Systems, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-252432) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling Eric Y. Hsu at (650) 849-3305.

* * * *

Sincerely,

RA MEDICAL SYSTEMS, INC.

/s/ Jonathan Will McGuire

Jonathan Will McGuire

Chief Executive Officer

cc:

Daniel Horwood, Ra Medical Systems, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati P.C.

Eric Y. Hsu, Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
February 2, 2021
Jonathan Will McGuire
Chief Executive Officer
Ra Medical Systems, Inc.
2070 Las Palmas Drive
Carlsbad, CA 92011
Re:Ra Medical Systems, Inc.
Registration Statement on Form S-3
Filed January 26, 2021
File No. 333-252432
Dear Mr. McGuire:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Martin J. Waters, Esq.

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July 28, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549-3720

Attention:

Margaret Schwartz

Re:

Ra Medical Systems, Inc.

Registration Statement on Form S-1

(File No. 333-239887)

Acceleration Request

Requested Date:    July 30, 2020

Requested Time:    9:00 A.M. Eastern Daylight Time,

or as soon thereafter as practicable

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ra Medical Systems, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-239887) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Michael Nordtvedt at (206) 883-2524.

(Signature page follows)

* * * *

Securities and Exchange Commission

July 28, 2020

Page 2

Sincerely,

RA MEDICAL SYSTEMS, INC.

/s/ Andrew Jackson

Andrew Jackson

Chief Financial Officer

cc:

Jonathan Will McGuire, Ra Medical Systems, Inc.

Daniel Horwood, Ra Medical Systems, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati P.C.

Michael Nordtvedt, Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
July 22, 2020
Andrew Jackson
Chief Financial Officer
Ra Medical Systems, Inc.
2070 Las Palmas Drive
Carlsbad, CA 92011
Re:Ra Medical Systems, Inc.
Registration Statement on Form S-1
Filed July 16, 2020
File No. 333-239887
Dear Mr. Jackson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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May 19, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, DC 20549-3720

Attention:

Courtney Lindsay

Ada Sarmento

Re:

Ra Medical Systems, Inc.

Registration Statement on Form S-1

File No. 333-237701

Acceleration Request

Requested Date:    May 20, 2020

Requested Time:    9:00 A.M. Eastern Daylight Time,

or as soon thereafter as practicable

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ra Medical Systems, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-237701) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Michael Nordtvedt at (206) 883-2524.

[Signature page follows]

* * * *

Securities and Exchange Commission

May 19, 2020

Page 2

Sincerely,

RA MEDICAL SYSTEMS, INC.

/s/ Andrew Jackson

Andrew Jackson

Chief Financial Officer

cc:

Jonathan Will McGuire, Ra Medical Systems, Inc.

Daniel Horwood, Ra Medical Systems, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati P.C.

Michael Nordtvedt, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
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Wilson Sonsini Goodrich &

Rosati

Professional Corporation

12235 El Camino Real

San Diego, California 92130-

3002

o: 858.350.2300

f: 858.350.2399

May 15, 2020

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Courtney Lindsay

Ada Sarmento

Re:

Ra Medical Systems, Inc.

Registration Statement on Form S-1

Filed April 16, 2020

File No. 333-237701

Ladies and Gentlemen:

On behalf of our client, Ra Medical Systems, Inc. (the “Company”), we are responding to the oral comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) conveyed on May 14, 2020, relating to the above referenced Registration Statement on Form S-1 (the “Registration Statement”).  In response to the comments, the Company has filed an amendment to the Registration Statement on the date hereof with revisions as set forth below.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed such comment with the Company’s response.  Except as otherwise specifically indicated, page references herein correspond to the page of the Registration Statement, as applicable.

Exclusive Forum, page 60

1.

Please revise your prospectus to state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Please also tell us how you will inform investors in future filings that the federal forum provision in your bylaws does not apply to any actions arising under the Exchange Act.

In response to the Staff’s comment, the Company intends to revise the disclosure on pages 60 and 70 as follows (with added text underlined):

Page 60

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san diego        san francisco        seattle        shanghai        washington, dc        wilmington, de

Securities and Exchange Commission

May 15, 2020

Page 2

Our certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States are the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising under the Delaware General Corporation Law, our certificate of incorporation or our bylaws; any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or our bylaws; and any action asserting a claim against us that is governed by the internal affairs doctrine. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction.

Our certificate of incorporation further provides that the federal district courts of the United States is are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. The enforceability of similar exclusive federal forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and while the Delaware Supreme Court has ruled that this type of exclusive federal forum provision is facially valid under Delaware law, there is uncertainty as to whether other courts would enforce such provisions and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find either exclusive forum provision in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition, and results of operations.

Page 70

Choice of Forum.  Our certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty; (iii) any action asserting a claim against us arising under the Delaware General Corporation Law, our certificate or our bylaws; (iv) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or our bylaws; and (v) any action asserting a claim against us that is governed by the internal-affairs doctrine. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction. Our certificate of incorporation 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. The enforceability of similar exclusive federal forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and while the Delaware Supreme Court has ruled that this type of exclusive federal forum provision is facially valid under Delaware law, there is uncertainty as to whether other courts would enforce such provisions and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

The Company intends to include the revised disclosure set forth above in future filings to inform investors that the federal forum provision in its bylaws does not apply to any actions arising under the Exchange Act.

Securities and Exchange Commission

May 15, 2020

Page 3

Please direct any questions with respect to this Registration Statement to me at (206) 883-2524 or mnordtvedt@wsgr.com.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Michael Nordtvedt

Michael Nordtvedt

cc:

Andrew Jackson, Ra Medical Systems, Inc.

Daniel Horwood, Ra Medical Systems, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati P.C.

John J. Hart, Ellenoff Grossman & Schole LLP

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Wilson Sonsini Goodrich &

Rosati

Professional Corporation

12235 El Camino Real

San Diego, California 92130-

3002

o: 858.350.2300

f: 858.350.2399

April 24, 2020

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Courtney Lindsay

Ada Sarmento

Re:

Ra Medical Systems, Inc.

Registration Statement on Form S-1

Filed April 16, 2020

File No. 333-237701

Ladies and Gentlemen:

On behalf of our client, Ra Medical Systems, Inc. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated April 23, 2020 (the “Comment Letter”), relating to the above referenced Registration Statement on Form S-1 (the “Registration Statement”).  In response to the comments set forth in the Comment Letter, the Company intends to revise the Registration Statement as set forth below.

In this letter, we have recited the comment from the Staff in italicized, bold type and have followed such comment with the Company’s response.  Except as otherwise specifically indicated, page references herein correspond to the page of the Registration Statement, as applicable.

Exclusive Forum, page 60

1.

We note that your forum selection provision discussed in this risk factor and on page 70 identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any "derivative action." Please disclose whether this provision applies to actions arising under the Exchange Act. We note in this regard that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules or regulations thereunder. If this provision does not apply to actions arising under the Exchange Act, please tell us how you will inform investors in future filings that the provision does not apply to any actions arising

austin        beijing        boston        brussels        hong kong        london        los angeles        new york        palo alto
san diego        san francisco        seattle        shanghai        washington, dc        wilmington, de

Securities and Exchange Commission

April 24, 2020

Page 2

under the Exchange Act. We also note that your forum selection provision identifies the federal district courts of the United States as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. With respect to this exclusive federal forum provision, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

In response to the Staff’s comment, the Company intends to revise the disclosure on pages 60 and 70 as follows (with added text underlined and deleted text struck through):

Page 60

Our certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States are the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising under the Delaware General Corporation Law, our certificate of incorporation or our bylaws; any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or our bylaws; and any action asserting a claim against us that is governed by the internal affairs doctrine. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction.

Our certificate of incorporation further provides that the federal district courts of the United States is are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. The enforceability of similar exclusive federal forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and while the Delaware Supreme Court has ruled that this type of exclusive federal forum provision is facially valid under Delaware law, there is uncertainty as to whether other courts would enforce such provisions.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find either exclusive forum provision in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition, and results of operations.

Page 70

Choice of Forum.  Our certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty; (iii) any action asserting a claim against us arising under the Delaware General Corporation Law, our certificate or our bylaws; (iv) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or our bylaws; and (v) any action

Securities and Exchange Commission

April 24, 2020

Page 3

asserting a claim against us that is governed by the internal-affairs doctrine. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction. Our certificate of incorporation 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. The enforceability of similar exclusive federal forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and while the Delaware Supreme Court has ruled that this type of exclusive federal forum provision is facially valid under Delaware law, there is uncertainty as to whether other courts would enforce such provisions.

* * * *

Securities and Exchange Commission

April 24, 2020

Page 4

Please direct any questions with respect to this Registration Statement to me at (206) 883-2524 or mnordtvedt@wsgr.com.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Michael Nordtvedt

Michael Nordtvedt

cc:

Andrew Jackson, Ra Medical Systems, Inc.

Daniel Harwood, Ra Medical Systems, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati P.C.

John J. Hart, Ellenoff Grossman & Schole LLP

April 23, 2020
Andrew Jackson
Chief Financial Officer
Ra Medical Systems, Inc.
2070 Las Palmas Drive
Carlsbad, California 92011
Re:Ra Medical Systems, Inc.
Registration Statement on Form S-1
Filed April 16, 2020
File No. 333-237701
Dear Mr. Jackson:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
             Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
             After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1
Risk Factors
Our certificate of incorporation provides that the Court of Chancery of the State of Delaware and
the federal district courts..., page 60
1.We note that your forum selection provision discussed in this risk factor and on page 70
identifies the Court of Chancery of the State of Delaware as the exclusive forum for
certain litigation, including any "derivative action."  Please disclose whether this provision
applies to actions arising under the Exchange Act.  We note in this regard that Section 27
of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules or regulations thereunder. If
this provision does not apply to actions arising under the Exchange Act, please tell us how
you will inform investors in future filings that the provision does not apply to any actions

 FirstName LastNameAndrew Jackson
 Comapany NameRa Medical Systems, Inc.
 April 23, 2020 Page 2
 FirstName LastName
Andrew Jackson
Ra Medical Systems, Inc.
April 23, 2020
Page 2
arising under the Exchange Act. We also note that your forum selection provision
identifies the federal district courts of the United States as the exclusive forum for
resolving any complaint asserting a cause of action arising under the Securities Act. With
respect to this exclusive federal forum provision, please also revise your prospectus to
state that there is uncertainty as to whether a court would enforce such provision and that
investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Courtney Lindsay at (202) 551-7237 or Ada Sarmento at (202) 551-3798
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

February 24, 2020
Andrew Jackson
Chief Financial Officer
Ra Medical Systems, Inc.
2070 Las Palmas Drive
Carlsbad, CA 92011
Re:Ra Medical Systems, Inc.
Form 10-K For the Fiscal Year Ended December 31, 2018
Filed March 15, 2019
File No. 001-38677
Dear Mr. Jackson:
            Consistent with our obligations under the federal securities laws, we are terminating our
review and will take further steps as we deem appropriate. These steps include releasing
publicly, through the agency’s EDGAR system, all correspondence, including this letter, relating
to the review of your filing, consistent with the staff’s decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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November 5, 2019

VIA EDGAR AND COURIER

Eric Atallah

Kevin Kuhar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, DC 20549

Re:

Ra Medical Systems, Inc.
Form 10-K For the Fiscal Year Ended December 31, 2018
Filed March 15, 2019
Form 8-K filed August 12, 2019

File No. 001-38677

Ladies and Gentlemen:

This letter responds to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated October 25, 2019, to Andrew Jackson, Interim Chief Executive Officer and Chief Financial Officer of Ra Medical Systems, Inc. (the “Company”), regarding the Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed on March 15, 2019, and the Current Report on Form 8-K filed on August 12, 2019.

This letter sets forth the comment of the Staff in the comment letter (numbered in accordance with the comment letter) and, following the comment, the Company's response. Simultaneously with the filing of this letter, the Company is submitting via EDGAR this letter responding to the Staff’s comments.

Form 8-K filed August 12, 2019

Exhibit 99.1
Manufacturing Update

1.

We note your response to prior comment 3. Please confirm you will revise future filings to expand your disclosure and provide a robust and comprehensive discussion of the issues you encountered in the catheter manufacturing process and your policies for testing and impairing catheters during the production process consistent with your response to our comment.

8961079_2.docx

Staff of the Securities and Exchange Commission

Re: Ra Medical Systems, Inc.

November 5, 2019

Page 2

Response: The Company acknowledges the Staff’s comment and confirms that the Company will revise future filings to expand its disclosure and provide a robust and comprehensive discussion of the issues the Company has encountered in the catheter manufacturing process and its policies for testing and impairing catheters during the production process that is substantially consistent with the Company’s response to the Staff’s comment.

****

8961079_2.docx

Staff of the Securities and Exchange Commission

Re: Ra Medical Systems, Inc.

November 5, 2019

Page 3

If you require any additional information on these issues, or if we can provide you with any other information that will facilitate your continued review of this filing, please advise us at your earliest convenience. You may reach me at (760) 681-2515.

Sincerely,

RA MEDICAL SYSTEMS, INC.

/s/ Daniel L. Horwood

Daniel L. Horwood

General Counsel and Secretary

cc:Andrew Jackson, Ra Medical Systems, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C.

Bruce Rucks, Deloitte & Touche LLP

8961079_2.docx

October 25, 2019
Andrew Jackson
Chief Financial Officer
Ra Medical Systems, Inc.
2070 Las Palmas Drive
Carlsbad, CA 92011
Re:Ra Medical Systems, Inc.
Form 10-K For the Fiscal Year Ended December 31, 2018
Filed March 15, 2019
Form 8-K filed August 12, 2019
File No. 001-38677
Dear Mr. Jackson:
            We have reviewed your October 8, 2019 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 24, 2019 letter.
Form 8-K filed August 12, 2019
Exhibit 99.1
Manufacturing Update
1.We note your response to prior comment 3. Please confirm you will revise future filings to
expand your disclosure and provide a robust and comprehensive discussion of the issues
you encountered in the catheter manufacturing process and your policies for testing and
impairing catheters during the production process consistent with your response to our
comment.

 FirstName LastNameAndrew  Jackson
 Comapany NameRa Medical Systems, Inc.
 October 25, 2019 Page 2
 FirstName LastName
Andrew  Jackson
Ra Medical Systems, Inc.
October 25, 2019
Page 2
            Please contact Eric Atallah at (202) 551-3663 or Kevin Kuhar, Accounting Branch Chief,
at (202) 551-3662 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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CONFIDENTIAL TREATMENT REQUESTED

BY RA MEDICAL SYSTEMS, INC.

UNDER 17 C.F.R. §200.83

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

October 8, 2019

VIA EDGAR AND COURIER
Eric Atallah

Kevin Kuhar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F St NE

Mail Stop 3030

Washington, D.C. 20549

Re:

Ra Medical Systems, Inc.
Form 10-K For the Fiscal Year Ended December 31, 2018
Filed March 15, 2019
Form 8-K filed August 12, 2019
File No. 001-38677

Ladies and Gentlemen:

This letter responds to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 24, 2019, to Andrew Jackson, Interim Chief Executive Officer and Chief Financial Officer of Ra Medical Systems, Inc. (the “Company”), regarding the Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed on March 15, 2019, and the Current Report on Form 8-K filed on August 12, 2019.

This letter sets forth the comment of the Staff in the comment letter (numbered in accordance with the comment letter) and, following each comment, the Company’s response. Simultaneously with the filing of this letter, the Company is submitting via EDGAR this letter responding to the Staff’s comments.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

Staff of the Securities and Exchange Commission       CONFIDENTIAL TREATMENT REQUESTED

Re: Ra Medical Systems, Inc.BY RA MEDICAL SYSTEMS, INC.

October 8, 2019 UNDER 17 C.F.R. §200.83

Page 2

Form 8-K filed August 12, 2019

Item 7.01 Regulation FD Disclosure Independent Investigation

1.

We see that the Audit Committee of the Board of Directors has commenced an independent investigation into an anonymous complaint. Please clearly describe to us the allegations made in the anonymous complaint, the circumstances which lead to the investigation and the issues being investigated by the Audit Committee. Based on your current understanding of the allegations and the investigation to date, tell us the areas of your accounting or disclosure that could be impacted (e.g., revenues, impairments, contingencies, etc.). In addition, describe to us your considerations to date of your obligations under Item 4.02 of Form 8-K.

RESPONSE:

As previously disclosed in the Company’s Current Report on Form 8-K filed August 12, 2019, the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (“Board”) has commenced an independent investigation in connection with an anonymous complaint.  [***]   The Company acknowledges its obligations to report under Item 4.02 and will continue to monitor the investigation findings as they relate to an impact on the Company’s financial statements.

2.

Please tell us when you intend to file your Form 10-Q for the quarterly period ended June 30, 2019.

RESPONSE:

As disclosed in the Company’s Form 12b-25 filed with the Commission on August 15, 2019, the Company is not in a position to file its Form 10-Q until after the Audit Committee completes its investigation.  While the Company cannot predict the timing of the completion or outcome of the investigation, the Company believes, based on discussions with the Audit Committee, that the investigation should be completed by the end of October 2019.  Upon completion of the Audit Committee investigation, the Company will work with its advisors, including its outside advisors, to file its Form 10-Q for the quarter ended June 30, 2019 as soon as practicable thereafter.

3. We note you disclose here that you experienced inconsistencies in the DABRA catheter manufacturing process and that it had an adverse impact on revenue during the fourth quarter of 2018 and the first half of 2019. We also note discussions in your Form 10-K and Form 10-Q of production limitations within MD&A. Please address the following:

•

Bridge the gap between these two disclosures and clarify the specific manufacturing

issues encountered and, to the extent possible, the specific impact on your financial

statements for the referenced periods.

RESPONSE:

The DABRA catheters (or the “Catheters”) are manufactured in-house and each Catheter is tested at various stages of the manufacturing process for adherence to quality standards. Catheters that do not meet

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

Staff of the Securities and Exchange Commission       CONFIDENTIAL TREATMENT REQUESTED

Re: Ra Medical Systems, Inc.BY RA MEDICAL SYSTEMS, INC.

October 8, 2019 UNDER 17 C.F.R. §200.83

Page 3

functionality specification at each test point are destroyed and immediately written off with the charge recorded in the Company’s statement of operations. Once manufactured, completed Catheters that pass quality assurance are sent to a third-party for sterilization and sealed in a sterile container.  Upon return from the third-party sterilizer, a sample of Catheters from each batch are re-tested. If the sample tests are successful, the batch is accepted into finished goods inventory and if the sample tests are unsuccessful, the entire batch is written off with the charge recorded in the Company’s statement of operations. Therefore, all Catheters placed into finished goods inventory have been tested and are deemed to be saleable inventory.

The inconsistencies in the Catheter manufacturing process, which the Company believed at the time led to an increase in the number of Catheters that failed to calibrate at customer sites, despite calibrating successfully during the Company’s quality assurance steps, were referred to in the Company’s Form 10-K for the year ended December 31, 2018 and its Form 10-Q for the quarter ended March 31, 2019 as production limitations. In the fourth quarter of 2018 and first quarter of 2019, the Company experienced issues controlling the temperature of the oven used in the Catheter manufacturing process. During the same period, the fourth quarter of 2018 and first quarter of 2019, the Company’s sales team noted higher rates of non-calibration of the Catheter at customer physician offices. The higher than anticipated rates of non-calibration resulted in customer dissatisfaction with the product, resulting in what the Company believes to be fewer purchases by its customers and therefore lower revenue, however such amount is not determinable.

The Company believed the higher rates of non-calibration at customer sites were a result of the inconsistent heating of the oven due to the malfunction of the temperature control regulator. The Company upgraded the temperature control regulator in early 2019 and the rates of non-calibration experienced by customer physicians decreased through May of 2019. The Company believed the upgrade of the temperature control regulator and certain other production flow changes had corrected the production limitation of not being able to consistently produce Catheters that calibrate at customer sites. The Company disclosed this belief in its Form 10-Q for the quarter ended March 31, 2019 and publicly as part of its conference call on May 13, 2019 discussing the Company’s first quarter 2019 financial results.

However, in June 2019, the rate of non-calibration at customer sites increased, and the Company began investigating additional manufacturing process areas that may be contributing to the increased non-calibration, including the age of the catheter at the time of use.  After collecting field data and performing internal testing, the Company observed that while Catheters can perform satisfactorily up to one year, Catheters that were more than two months from sterilization had a significantly higher rate of non-calibration than Catheters that were within than two months from sterilization. As a result, as disclosed in the Company’s Form 8-K filed on September 27, 2019, the Company has relabeled its shelf life from twelve months to two months and initiated a voluntary recall of Catheters labeled with the twelve month shelf life.

•

Describe how you account for the catheters within your financial statements and clearly articulate your accounting policies for catheter impairment and/or warranty claims.

RESPONSE:

Revenue:

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

Staff of the Securities and Exchange Commission       CONFIDENTIAL TREATMENT REQUESTED

Re: Ra Medical Systems, Inc.BY RA MEDICAL SYSTEMS, INC.

October 8, 2019 UNDER 17 C.F.R. §200.83

Page 4

Product sales consist of the sale of DABRA and Pharos laser systems, the sale of Catheters for use with the DABRA laser, and the sale of consumables and replacement parts.

As described in Footnote 2, Significant Accounting Policies, to the Company’s consolidated financial statements for the year ended December 31, 2018, the Company recognized revenues from product sales, including Catheters, when the following four criteria had been met: (i) the product had been shipped or services had been performed and the Company had no significant remaining obligations; (ii) persuasive evidence of an arrangement existed; (iii) the price to the buyer was fixed or determinable; and (iv) collection was reasonably assured.

The Company’s sales generally do not contain right-of-return provisions for any form of consideration, partial refund, or other amounts owed, and generally does not apply credits against amounts owed or to be owed to the Company. As discussed below under Accounting Policy – Warranty Claims, the Company does replace Catheters that are either defective in workmanship or do not work for their intended purpose.

As described in Footnote 2, Significant Accounting Policies, to the Company’s interim condensed consolidated financial statements for the period ended March 31, 2019, the Company adopted ASC Topic 606 (ASC 606), Revenue from Contracts with Customers, on January 1, 2019 using the modified retrospective method to all contract agreements not completed as of January 1, 2019.

As of January 1, 2019, the Company determines revenue recognition incorporating the following steps:

•

Identification of each contract with a customer

•

Identification of the performance obligations in the contract

•

Determination of the transaction price

•

Allocation of the transaction price to the performance obligations in the contract; and

•

Recognition of revenue when, or as, performance obligations are satisfied

Under ASC 606 and ASC Topic 605, Revenue Recognition, Catheter revenue is recognized when the performance obligation is satisfied, which is generally upon shipment of the Catheter.

Cost of Revenue - Warranty:

As described in Footnote 2, Significant Accounting Policies, to the Company’s consolidated financial statements for the year ended December 31, 2018, the Company records estimated product warranty costs at the time of sale. Products are warrantied against defects in material and workmanship when properly used for their intended purpose and appropriately maintained. Product warranties are included for the first year after the sale. The product warranty liability is determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor, and in certain instances, estimated property damage.

The warranty accrual is included in accrued expenses in the balance sheets. Warranty expenses are included in cost of sales in the statements of operations. Changes in estimates to previously established warranty accruals result from current period updates to assumptions regarding repair and replacement costs and are included in current period warranty expense. Footnote 6 – Accrued Warranty in the Company’s Form 10-K filing and Form 10-Q filing for the period ended March 31, 2019, provides a rollforward of the accrued warranty account and discloses the warranty expense, including Catheter warranty expense, for the related periods.

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

Staff of the Securities and Exchange Commission       CONFIDENTIAL TREATMENT REQUESTED

Re: Ra Medical Systems, Inc.BY RA MEDICAL SYSTEMS, INC.

October 8, 2019 UNDER 17 C.F.R. §200.83

Page 5

Accounting Policy – Warranty Claims

As noted above, the sale of the Catheters generally do not contain a right-of-return provision for any form of consideration, refund or credit. The Company does replace catheters that are either defective in workmanship, including failure to calibrate, or do not work for their intended purpose, including kinking. The cost of the replacements is accounted for as a warranty expense. The Company will also accrue the costs for the recently announced Catheter recall to warranty expense included in cost of sales in the statements of operations.

The Company accounts for its assurance warranty for the catheters under ASC Topic 460 Guarantees.  The Company considered ASC paragraph 460-10-25-6 which states:

The condition in paragraph 450-20-25-2(a) is met at the date of an entity’s financial statements if, based on available information, it is probable that customers will make claims under warranties relating to goods or services that have been sold. Satisfaction of the condition in paragraph 450-20-25-2(b) will normally depend on the experience of an entity or other information. Inability to make a reasonable estimate of the amount of a warranty obligation at the time of sale because of significant uncertainty about possible claims (that is, failure to satisfy condition (b) in that paragraph) precludes accrual, and if the range of possible loss is wide, may raise a question about whether a sale should be recorded before expiration of the warranty period or until sufficient experience has been gained to permit a reasonable estimate of the obligation.

ASC paragraph 450-20-25-2(a)-(b) states:

An estimated loss from a loss contingency shall be accrued by a charge to income if both of the following conditions are met:

a.

Information available before

September 24, 2019
Andrew Jackson
Chief Financial Officer
Ra Medical Systems, Inc.
2070 Las Palmas Drive
Carlsbad, CA 92011
Re:Ra Medical Systems, Inc.
Form 10-K For the Fiscal Year Ended December 31, 2018
Filed March 15, 2019
Form 8-K filed August 12, 2019
File No. 001-38677
Dear Mr. Jackson:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K filed August 12, 2019
Item 7.01 Regulation FD Disclosure
Independent Investigation
1.We see that the Audit Committee of the Board of Directors has commenced an
independent investigation into an anonymous complaint. Please clearly describe to us the
allegations made in the anonymous complaint, the circumstances which lead to the
investigation and the issues being investigated by the Audit  Committee. Based on your
current understanding of the allegations and the investigation to date, tell us the areas of
your accounting or disclosure that could be impacted (e.g., revenues, impairments,
contingencies, etc.).  In addition, describe to us your considerations to date of your
obligations under Item 4.02 of Form 8-K.
2.Please tell us when you intend to file your Form 10-Q for the quarterly period ended June
30, 2019.

 FirstName LastNameAndrew  Jackson
 Comapany NameRa Medical Systems, Inc.
 September 24, 2019 Page 2
 FirstName LastName
Andrew  Jackson
Ra Medical Systems, Inc.
September 24, 2019
Page 2
Exhibit 99.1
Manufacturing Update
3.We note you disclose here that you experienced inconsistencies in the DABRA catheter
manufacturing process and that it had an adverse impact on revenue during the fourth
quarter of 2018 and the first half of 2019. We also note discussions in your Form 10-K
and Form 10-Q of production limitations within MD&A.  Please address the following:
•Bridge the gap between these two disclosures and clarify the specific manufacturing
issues encountered and, to the extent possible, the specific impact on your financial
statements for the referenced periods.
•Describe how you account for the catheters within your financial statement and clearly
articulate your accounting policies for catheter impairment and/or warranty claims.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Eric Atallah at (202) 551-3663 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551-3662 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
1
filename1.htm

Underwriter Acceleration Request

 September 24, 2018

VIA EDGAR

Re:
 Ra Medical Systems, Inc.

Registration Statement on Form S-1

File No. 333-226191

Securities and Exchange Commission

 Division of Corporate
Finance

 100 F Street, N.E.

 Washington D.C. 20549

Attention: Caleb French

 Ladies and Gentlemen,

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise
that between September 17, 2018 and the date hereof, approximately 490 copies of the Preliminary Prospectus dated September 17, 2018 were distributed to prospective underwriters, institutional investors and prospective dealers in
connection with the above-captioned Registration Statement.

 We wish to advise you that the participating underwriters
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as
amended, be accelerated to 4:00 p.m., Washington, D.C. time, on September 26, 2018, or as soon as possible thereafter.

[Signature Page Follows]

Very truly yours,

 PIPER JAFFRAY & CO.

CANTOR FITZGERALD & CO.

As representatives of the Underwriters

PIPER JAFFRAY & CO.

By:

/s/ Neil Riley

Name:

Neil Riley

Title:

Managing Director

CANTOR FITZGERALD & CO.

By:

/s/ Sage Kelly

Name:

Sage Kelly

Title:

Global Head of Investment Banking

 [Signature Page to
Acceleration Request]

CORRESP
1
filename1.htm

Company Acceleration Request

 September 24, 2018

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Mail Stop 3030

 Washington, DC 20549-3720

Attention:
 Amanda Ravitz

Heather Percival

 Caleb French

 Eric Atallah

 Kevin Kuhar

Re:
 Ra Medical Systems, Inc.

Registration Statement on Form S-1

File No. 333-226191

Acceleration Request

Requested Date:    September 26, 2018

Requested Time:   4:00 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, and Rule 12d1-2 of the Securities Exchange Act of 1934, as amended, Ra Medical Systems, Inc. (the “Company”) hereby requests that the
above-referenced Registration Statement on Form S-1 (File No. 333-226191) (the “Registration Statement”) be declared effective at the
“Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of
the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling
Martin J. Waters at (858) 350-2308.

 * * * *

Sincerely,

Ra Medical Systems, Inc.

/s/ Dean Irwin

Dean Irwin

Chief Executive Officer

cc:
 Andrew Jackson, Ra Medical Systems, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C.

Zachary B. Myers, Wilson Sonsini Goodrich & Rosati, P.C.

Joshua A. Kaufman, Cooley LLP

Donald Shum, Cooley LLP

 Bruce
Rucks, Deloitte & Touche LLP

CORRESP
1
filename1.htm

CORRESP

 12235 El Camino Real

San Diego, CA 92130-3002

PHONE 858.350.2300

 FAX
858.350.2399

 www.wsgr.com

 September 24, 2018

Via EDGAR and Overnight Delivery

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Mail Stop 3030

Washington, DC 20549-3720

Attention:
    Amanda Ravitz

Heather Percival

 Caleb French

 Eric Atallah

 Kevin Kuhar

Re:
 Ra Medical Systems, Inc.

Amendment No. 3 to Registration Statement on Form S-1

Filed September 17, 2018

File No. 333-226191

Ladies and Gentlemen:

 On behalf of our client,
Ra Medical Systems, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its
letter dated September 21, 2018 (the “Comment Letter”), relating to the above referenced Registration Statement on Form S-1. We are concurrently submitting this letter via EDGAR today and
on September 24, 2018, the Company will file Amendment No. 3 to Registration Statement on Form S-1 (the “Registration Statement”). For the Staff’s reference, we are providing
the Staff with both a clean copy of the Registration Statement and a copy marked to show all changes from the version filed on September 17, 2018.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s
response. Except for page references appearing in the headings and Staff comments below (which are references to the Registration Statement filed on September 17, 2018), all page references herein correspond to the page of the Registration
Statement, as applicable.

 Securities and Exchange Commission

September 24, 2018

  Page
 2

 Overview, page 1

1.
 We note your added disclosure and revisions in this section. Please revise to disclose the difference
between the medical community’s use of the term atherectomy and the FDA’s definition. In this regard, please clarify what “prespecified improvement in luminal patency” means so that an investor without a medical background will
be able to understand the distinction.

 Response: The Company respectfully acknowledges the Staff’s
comment and has revised the disclosure on pages 1, 75, and 95 of the Registration Statement to disclose the difference between the medical community’s use of the term atherectomy and the FDA’s definition. The Company further advises the
Staff that it has clarified what “prespecified improvement in luminal patency” means.

 We may be subject to enforcement action . . ., page
21

2.
 We note your added disclosure. Please revise to disclose the basis for your determination in the
penultimate sentence of this risk factor, and clarify the potential scope of your liability as a result of the risks disclosed. For example, your disclosure should indicate the potential liability you face and the incidence of the
marketing material that is subject to the claim referenced in this section.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 22 and 23 of the Registration Statement to describe the potential liability that it may face if it is found to have improperly promoted off-label uses of its product. The Company further advises the Staff that the Company disagrees with its competitors’ claims and believes that its promotion of its products is consistent with FDA’s
regulations and judicial case law that allows companies to engage in certain forms of truthful, non-misleading and non-promotional speech concerning the off-label use of products.

 Clinical Studies and Patient Data, page 101

3.
 Given your added disclosure here and on page 1 regarding your intended pursuit of an investigational
device exemption for another indication, please revise to disclose your anticipated timeframe for this action, including any specific milestones and the anticipated costs of performing the disclosed studies.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 1, 75, 95, and 105 of
the Registration Statement. The Company further advises the Staff that its potential pursuit of additional indications and whether an IDE is necessary will depend on a number of factors, including potential feedback from the FDA. Further, the
timing, milestones, and costs to the Company will also depend on the type of study required. However, the Company believes that while these activities will take time to complete, the incremental cost of obtaining an atherectomy indication is not
expected to be material.

 ****

 Securities and Exchange Commission

September 24, 2018

 Page 3

 Please direct any questions regarding the Company’s responses or the revised draft of
the Registration Statement to me at (858) 350-2308 or mwaters@wsgr.com.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Martin J. Waters

Martin J. Waters

cc:

Dean Irwin, Ra Medical Systems, Inc.

Andrew Jackson, Ra Medical Systems, Inc.

Zachary B. Myers, Wilson Sonsini Goodrich & Rosati, P.C.

Joshua A. Kaufman, Cooley LLP
Donald Shum, Cooley LLP

Bruce Rucks, Deloitte & Touche LLP

Mail Stop 3030
September 21, 2018

Via E -mail
Dean Irwin
Chief Executive Officer
Ra Medical Systems, Inc.
2070 Las Palmas Drive
Carlsbad, CA 92011

Re: Ra Medical Systems, Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed September 17, 2018
  File No. 333 -226191

Dear Mr. Irwin :

We have reviewed your amended registration statement  and have the following
comments.  In some of our comments, we may ask you to provide  us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or d o not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Overview, page 1

1. We note your added disclosure and revisions in this section.  Please revise to disclose the
difference between the medical community’s use of the term atherectomy and the FDA’s
definition.  In this regard, please clarify what “prespecified improvem ent in luminal
patency” means so that an investor without a medical background will be able to
understand the distinction.

We may be subject to enforcement action . . ., page 21

2. We note your added disclosure.  Please revise to disclose the basis for yo ur determination
in the penultimate sentence of this risk factor, and clarify the potential scope of your
liability as a result of the risks disclosed.  For example, your disclosure should indicate

Dean Irwin
Ra Medical Systems, Inc.
September 21, 2018
Page 2

 the potential liability you face and the incidence of the marketing material that is subject
to the claim referenced in this section.

Clinical Studies and Patient Data, page 101

3. Given your added disclosure here and on page 1 regarding your intended pursuit of an
investigational device exemption for another in dication, please revise to disclose your
anticipated timeframe for this action, including any specific milestones and the
anticipated costs of performing the disclosed studies.

You may contact Eric Atallah  at (202) 551 -3663 or Kevin Kuhar, Accounting Branch
Chief,  at (202) 551 -3662 if you have questions regarding comments on the financial statements
and related matters.  Please contact Caleb French at (202) 551 -6947 or Heather Percival , Senior
Attorney,  at (202) 551 -3498 with any other questions.

Sincerely,

 /s/ Heather Percival for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Martin J. Waters, Esq.
 Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
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CORRESP

12235 El Camino Real

San Diego, CA 92130

 PHONE 858.350.2300

FAX 858.350.2399

 www.wsgr.com

 CONFIDENTIAL TREATMENT REQUESTED

BY RA MEDICAL SYSTEMS, INC.: RMED-002

 September 10, 2018

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

 Mail Stop
3030

 Washington, D.C. 20549

Attention:

Amanda Ravitz

Heather Percival

Caleb French

Eric Atallah

Kevin Kuhar

Re:

Ra Medical Systems, Inc.

Registration Statement on Form S-1

File No. 333-226191

 Ladies and Gentlemen:

On behalf of Ra Medical Systems, Inc., a Delaware corporation (the “Company”), we submit this supplemental
letter to assist the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its review of the Company’s Registration Statement on Form S-1
(File No. 333-226191), confidentially submitted to the Commission on May 21, 2018, as revised on June 28, 2018, and publicly filed on July 16, 2018, as revised on August 24, 2018 (the
“Registration Statement”).

 Because of the commercially sensitive nature of information contained herein,
this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection
with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of
Freedom of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

AUSTIN    BEIJING    BOSTON    BRUSSELS
HONG KONG    LOS ANGELES    NEW YORK    PALO ALTO

SAN DIEGO    SAN
FRANCISCO    SEATTLE    SHANGHAI    WASHINGTON, DC    WILMINGTON, DE

 Securities and Exchange Commission

September 10, 2018

  Page
 2

 CONFIDENTIAL TREATMENT REQUESTED

BY RA MEDICAL SYSTEMS, INC.: RMED-002

 For the convenience of the Staff, we are providing to the Staff by overnight
delivery copies of this letter.

 The Company advises the Staff that on September 5, 2018, representatives of Piper
Jaffray & Co. and Cantor Fitzgerald & Co., the lead underwriters for the Company’s initial public offering, on behalf of the underwriters, advised the Company that, based on then-current market conditions, they anticipate that
the underwriters would recommend to the Company a preliminary price range of $[***] to $[***] per share (the “Preliminary Price Range”). Prior to September 5, 2018, the underwriters did not deliver the Preliminary Price Range
for the initial public offering. The Company does not intend to effect a stock split as of the date hereof, and all per share numbers in this letter are consistent with the Registration Statement.

The Company advises the Staff that the Preliminary Price Range represents the Company’s belief of what the indicative
price range to be disclosed in the preliminary prospectus may be, but that the actual indicative price range to be included in the preliminary prospectus will not be determined until the Company completes a valuation process with the underwriters.
This valuation process is expected to occur shortly before the printing of the preliminary prospectus for the commencement of the roadshow for the Company’s initial public offering. Therefore, the Preliminary Price Range is subject to further
change, which may result from various factors, including but not limited to then-current market conditions and subsequent business, market and other developments affecting the Company. The indicative price range to be included in the preliminary
prospectus, when determined, will be reduced to a two-dollar price range and included in an amendment to the Registration Statement prior to distribution of any preliminary prospectus to potential investors.

 The Company supplementally advises the Staff that the Company’s board of directors determined that the fair value of
its common stock for equity awards granted on June 4, 2018 and June 8, 2018 was $28.94 per share. At the time of the grants on June 4, 2018 and June 8, 2018, the Company’s board of directors carefully considered all relevant
information available to it, including (i) the Company’s $25.00 per share common stock financing transaction to outside investors in arms-length transactions that closed in May 2018 (the “Common Stock Financing”) and
(ii) the most recent valuation report of its third-party independent valuation firm (the “Valuation Report”). The Valuation Report concluded that, as of May 18, 2018, the fair market value of the Company’s common
stock was $28.94 per share, which is $[***] per share [***] the mid-point of the Preliminary Price Range. The board of directors determined that there were no material changes in the Company’s business
between May 18, 2018 and the grant dates of June 4, 2018 and June 8, 2018, or in the assumptions upon which the Valuation Report was based, that affected the fair value of its common stock as of such grant dates.

The sections captioned “Stock-based compensation expense” and “Common Stock Valuations” on pages 87
through 89 of the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section of the Registration Statement include a detailed explanation of the factors considered by the Company
in determining the fair value of its common stock. Each time the Company’s board of directors has granted options, it has granted those options with an exercise price intended to be equal to the fair value of the underlying common stock on the
date of the

 Securities and Exchange Commission

September 10, 2018

  Page
 3

 CONFIDENTIAL TREATMENT REQUESTED

BY RA MEDICAL SYSTEMS, INC.: RMED-002

grant. Given the absence of an active trading market for the Company’s common stock, determining the fair value of the Company’s common stock requires the Company’s board of
directors to make complex and subjective judgments. In doing so, the Company’s board of directors carefully considered all relevant information available to it, including the Common Stock Financing and the Valuation Report.

For purposes of determining the fair value of the Company’s common stock for the grants made in June 2018, the Company
and a third-party independent valuation firm performed a valuation of the Company’s common stock as of May 18, 2018 on a minority, non-marketable interest basis. The third party valuation firm used
the hybrid method, a combination of the Probability Weighted Expected Return Method (“PWERM”) and Option Pricing Model (“OPM”), to allocate equity value in determining the valuation of the Company’s common
stock as of May 18, 2018. The Valuation Report performed as of May 18, 2018 incorporated a near-term initial public offering (“IPO”) scenario using PWERM weighted at 80%. Other near-term exit events, a long-term stay
private case, and dissolution were all considered as non-IPO scenarios (“Alternative Exit Events”) using OPM, and were weighted at 20%. The Valuation Report also reflected a 10% and 15%
discount for lack of marketability under PWERM and OPM, respectively. Further, from September 2017 to May 2018, the Company sold 731,280 shares of its common stock, at a purchase price of $25.00 per share in the Common Stock Financing. These sales
represented sales made on an arms-length basis to sophisticated purchasers through negotiated transactions. Based on the factors noted above and the Valuation Report, the Company’s board of directors determined that the fair value of Company
common stock was $28.94 per share and the Company granted stock options in June 2018 with an exercise price of $28.94 per share and restricted stock units based on this valuation. There were no significant changes in the Company’s business,
operations or products between the date of the third-party valuation report and each such grant date.

 Because the
mid-point of the preliminary price range is [***] the fair value of the Company’s common stock at which equity awards were granted by the Company on June 4, 2018 and June 8, 2018, the Company will not recognize additional stock compensation
expense. The Company believes that the difference in value reflected between the fair value of its common stock as of June 4, 2018 and June 8, 2018 and the midpoint of the Preliminary Price Range of this offering is primarily the result of
the following factors:

•

 The third-party independent valuation firm is not affiliated with the underwriters of the Company’s
initial public offering. While the third-party independent valuation firm utilized reasonable assumptions provided by the Company and available market data to create the Valuation Report, the underwriters utilized equally reasonable but different
assumptions and data sets to determine the Preliminary Price Range.

•

 In reliance on Section 5(d) of the Securities Act of 1933, as amended, the underwriters had the benefit
of participating in “Testing-the-Waters” meetings with potential institutional investors. This experience, together with more than three months of additional
market data, enabled the underwriters to further refine their valuation models with information unavailable to the Company and the third-party independent valuation firm in May 2018.

The Company believes that the fair values determined for the common stock underlying each option grant and restricted stock
unit award are appropriate and demonstrate the diligent efforts of the Company’s board of directors and management to consider all relevant factors in determining fair value at each valuation date. The Company’s board of directors consists
of individuals with significant experience in business and finance and significant experience in valuing medical device companies, including

 Securities and Exchange Commission

September 10, 2018

  Page
 4

 CONFIDENTIAL TREATMENT REQUESTED

BY RA MEDICAL SYSTEMS, INC.: RMED-002

determining the fair values of the common stock of such companies. The Company’s board of directors reached its determination of the estimated fair value of the Company’s common stock
after thorough discussions and made its determination in good faith, based on the information available on the dates of grant, including the Valuation Report. While the third-party independent valuation firm, in collaboration with the Company, and
the underwriters arrived at different valuations for the Company’s common stock, the parties reasonably believed these valuations represented the fair market value of the Company’s common stock at each valuation date.

* * * *

 Securities and Exchange Commission

September 10, 2018

  Page
 5

 CONFIDENTIAL TREATMENT REQUESTED

BY RA MEDICAL SYSTEMS, INC.: RMED-002

 Please indicate receipt of this request for confidential treatment by date
stamping the enclosed copy of the first page of this letter and returning it in the envelope provided.

 Please contact me
at (858) 350-2308 or mwaters@wsgr.com if you have any questions regarding the foregoing. Thank you for your assistance.

Very truly yours,

 WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Martin J. Waters

Martin J. Waters

cc:
 Dean Irwin, Ra Medical Systems, Inc.

 Andrew Jackson, Ra Medical Systems, Inc.

 Zachary B. Myers, Wilson Sonsini Goodrich & Rosati, P.C.

 Joshua A. Kaufman, Cooley LLP

 Donald Shum, Cooley LLP

 Bruce Rucks, Deloitte & Touche LLP

CORRESP
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CORRESP

 August 24, 2018

Via EDGAR and Overnight Delivery

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Mail Stop 3030

Washington, DC 20549-3720

Attention:

Amanda Ravitz

Heather Percival

Caleb French

Eric Atallah

Kevin Kuhar

Re:

Ra Medical Systems, Inc.

Registration Statement on Form S-1

Filed July 16, 2018

File No. 333-226191

 Ladies and Gentlemen:

On behalf of our client, Ra Medical Systems, Inc. (the “Company”), we submit this letter in response to comments from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated July 30, 2018 (the “Comment Letter”), relating to the above referenced
Registration Statement on Form S-1. We are concurrently submitting this letter via EDGAR today and on August 24, 2018, the Company will file Amendment No. 1 to its Registration Statement on Form S-1 (the “Registration Statement”). For the Staff’s reference, we are providing the Staff with both a clean copy of the Registration Statement and a copy marked to show all changes from the
version filed on July 16, 2018.

 In this letter, we have recited the comments from the Staff in italicized, bold type and have
followed each comment with the Company’s response. Except for page references appearing in the headings and Staff comments below (which are references to the Registration Statement filed on July 16, 2018), all page references herein
correspond to the page of the Registration Statement, as applicable.

 Our products may be subject to recalls…, page 32

1.
 We note your added disclosure regarding the Form 483 letter you received from the FDA. Please expand your
disclosure here and on page 108 to provide more detail regarding the FDA’s observations, including as examples only, the product to which the observations relate, the nature of complaints you received subject to the observations, and the
process, including your anticipated timeframe, for resolving the investigative observations.

 Securities and Exchange Commission

August 24, 2018

 Page 2

 Response: The Company respectfully acknowledges the Staff’s comment and has
revised the disclosure on pages 32 and 109 of the Registration Statement. The Company further advises the Staff that the Company informed the FDA that it has modified its complaint review procedures and is in the process of retrospectively
evaluating whether product complaints received relating to Pharos and DABRA within the last two years require reporting to the FDA. The Company intends to complete this retrospective evaluation and submit any required Medical Device Reports, or
MDRs, by September 30, 2018.

 If any of our products cause or contribute…, page 33

2.
 Please tell us why you removed the disclosure regarding medical device reporting events. Include in your
response whether you have since reported medical device reporting events or identified events in which you should have reported.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the MDR disclosure was removed from
the prospectus because an MDR was filed for the Pharos product on September 24, 2015 and the Company’s retrospective evaluation prompted by the FDA 483 may identify other required reports.

****

 Securities and Exchange Commission

August 24, 2018

 Page 3

 Please direct any questions regarding the Company’s responses or the revised draft of
the Registration Statement to me at (858) 350-2308 or mwaters@wsgr.com.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Martin J. Waters

Martin J. Waters

cc:

Dean Irwin, Ra Medical Systems, Inc.

Andrew Jackson, Ra Medical Systems, Inc.

Zachary B. Myers, Wilson Sonsini Goodrich & Rosati, P.C.

Joshua A. Kaufman, Cooley LLP

Donald Shum, Cooley LLP

Bruce Rucks, Deloitte & Touche LLP

Mail Stop 3030
July 30, 2018

Via E -mail
Dean Irwin
Chief Executive Officer
Ra Medical Systems, Inc.
2070 Las Palmas Drive
Carlsbad, CA 92011

Re: Ra Medical Systems, Inc.
Registration Statement on Form S -1
Filed July 16, 2018
  File No. 333 -226191

Dear Mr. Irwin :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Our products may be subject to recalls . . ., page 32

1. We note your added disclosure regarding the Form 483 letter you received from the FDA.
Please expand your disclosure here and on page 108 to provide more detail regarding the
FDA’s observations, including as examples only, the product to which the obs ervations
relate, the nature of complaints you received subject to the observations, and the process,
including your anticipated timeframe, for resolving the investigative observations.

Dean Irwin
Ra Medical Systems, Inc.
July 30, 2018
Page 2

 If any of our products cause or contribute . . ., page 33

2. Please tel l us why you removed the disclosure regarding medical device reporting events.
Include in your response whether you have since reported medical device reporting
events or identified events in which you should have reported.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  accel eration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Eric Atallah  at (202) 551 -3663 or Kevin Kuhar, Accounting Branch
Chief,  at (202) 551 -3662 if you have questions regarding comments on the financial statements
and related matters.  Please contact Caleb French at (202) 551 -6947 or Heather Percival,  Senior
Attorney , at (202) 551 -3498  with any other questions.

Sincerely,

 /s/ Heather Percival for

 Amanda Ravitz
 Assistant Director
Office of Electronics and Machinery

cc:  Martin J. Waters, Esq.
 Wilson Sonsini Goodrich & Rosati, P.C.

Mail Stop 3030
July 13, 2018

Via E -mail
Dean Irwin
Chief Executive Officer
Ra Medical Systems, Inc.
2070 Las Palmas Drive
Carlsbad, CA 92011

Re: Ra Medical Systems, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted June 28, 2018
  CIK No. 0001716621

Dear Mr. Irwin :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in re sponse to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Overview, page 1

1. We note your response to comment 12.  Please expand your response to clarify whether
your intended  future DABRA uses, as disclosed in the fourth sentence, will similarly
address the results of vascular diseases or the vascular diseases themselves.

Strengths of our Approach – DABRA, page 3

2. Expand your response to comment 4 to address other technical  terms the first time they
are used, such as dissection or perforation.

Dean Irwin
Ra Medical Systems, Inc.
July 13 , 2018
Page 2

 We face credit and compliance risk…, page 22

3. Please expand your response to comment 8 to discuss any relevant details about your
distributors’ location or advise why you do not bel ieve such information is material to an
investor’s assessment of the risk you describe.

Results of Operations, page 75

4. We note your decrease in direct unit sales in your Dermatology segment for the period
ended March 31, 2018 compared to March 31, 2017 and your offsetting increase in
income from rentals of your laser products.  Please tell us whether a shift exists towards
rentals from product purchases and, if so, whether that shift reflects a material trend that
must be discussed per Regulation S -K Ite m 303.

Reimbursement, page 102

5. We note your response to comments 1 and 7 and removed disclosure previously made in
the third sentence of this section’s second paragraph.  Tell us whether your customers’
purchases or rentals of your laser products are reimbursable by third -party payors as a
portion of the reimbursement of the procedure, and if not, revise to further clarify how
this lack of reimbursement would impact your products’ marketability.

Note 3  – Restatement and reclassification, page F -15

6. We note your response to comment 28.  To enhance an investor’s understanding of the
restatement, if true, please revise the third sentence of the first bullet on page F -15 to
clarify your conclusion that the awards are required to be classified as liabilities
remeasured at each reporting date, rather than as “equity -classified” option awards as
previously reported.

Item 15.  Recent Sales of Unregistered Securities, page II -2

7. Expand your response to comment 2 9 to provide more information concerning the
“investors” disclosed in paragraphs (a) and (c).  Your revised disclosure should provide
sufficient information to demonstrate the applicability of the exemptions claimed in the
paragraph following paragraph (c) .

Dean Irwin
Ra Medical Systems, Inc.
July 13 , 2018
Page 3

 You may contact Eric Atallah  at (202) 551 -3663 or Kevin Kuhar, Accounting Branch
Chief,  at (202) 551 -3662 if you have questions regarding comments on the financial statements
and related matters.  Please contact Caleb French at (202) 551 -6947 or Heather Percival, Senior
Attorney,  at (202) 551 -3498 with any other questions.

Sincerely,

 /s/ Heather Percival for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Martin J. Waters, Esq.
 Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

CORRESP

 12235 El Camino Real

San Diego, CA 92130-3002

PHONE 858.350.2300

FAX 858.350.2399

www.wsgr.com

 July 16, 2018

Via EDGAR and Overnight Delivery

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Mail Stop 3030

Washington, DC 20549-3720

Attention:
 Amanda Ravitz

 Heather Percival

 Caleb French

 Eric Atallah

 Kevin Kuhar

Re:
 Ra Medical Systems, Inc.

 Amendment No. 1 to Draft Registration Statement on Form S-1

 Submitted June 28, 2018

 CIK No. 0001716621

Ladies and Gentlemen:

On behalf of our client, Ra Medical Systems, Inc. (the “Company”), we submit this letter in response to
comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated July 13, 2018 (the “Comment Letter”), relating to the above
referenced confidential Amendment No. 1 to Draft Registration Statement on Form S-1. We are concurrently submitting this letter via EDGAR today and on July 16, 2018, the Company will file a
Registration Statement on Form S-1 (the “Registration Statement”). For the Staff’s reference, we are providing the Staff with both a clean copy of the Registration Statement and a
copy marked to show all changes from the version confidentially submitted on June 28, 2018.

 In this letter, we have
recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings and Staff comments below (which are references to the Draft
Registration Statement confidentially submitted on June 28, 2018), all page references herein correspond to the page of the Registration Statement, as applicable.

 Securities and Exchange Commission

July 16, 2018

  Page
 2

 Overview, page 1

1.
 We note your response to comment 12. Please expand your response to clarify whether your intended
future DABRA uses, as disclosed in the fourth sentence, will similarly address the results of vascular diseases or the vascular diseases themselves.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on
pages 1, 73, and 91 of the Registration Statement.

 Strengths of our Approach – DABRA, page 3

2.
 Expand your response to comment 4 to address other technical terms the first time they are used, such as
dissection or perforation.

 Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure throughout the Registration Statement to address the technical terms the first time they are used.

We face credit and compliance risk…, page 22

3.
 Please expand your response to comment 8 to discuss any relevant details about your distributors’
location or advise why you do not believe such information is material to an investor’s assessment of the risk you describe.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 23
of the Registration Statement to include information about our distributors’ locations.

 Results of Operations, page 75

4.
 We note your decrease in direct unit sales in your Dermatology segment for the period ended
March 31, 2018 compared to March 31, 2017 and your offsetting increase in income from rentals of your laser products. Please tell us whether a shift exists towards rentals from
product purchases and, if so, whether that shift reflects a material trend that must be discussed per Regulation S-K Item 303.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 77
of the Registration Statement. The Company further advises the Staff that the Company does not believe that a material trend exists towards rentals from product sales. The Company respectfully notes that the shift occurred as a result of allocating
dermatology sales resources to the commercialization of DABRA. The Company anticipates hiring additional sales resources in the dermatology segment to replace the sales resources that were allocated to the commercialization of DABRA.

 Securities and Exchange Commission

July 16, 2018

  Page
 3

 Reimbursement, page 102

5.
 We note your response to comments 1 and 7 and removed disclosure previously made in the third
sentence of this section’s second paragraph. Tell us whether your customers’ purchases or rentals of your laser products are reimbursable by third-party payors as a portion of the reimbursement of the procedure, and if not, revise to
further clarify how this lack of reimbursement would impact your products’ marketability.

Response: The Company respectfully advises the Staff that its customers do not receive reimbursement for the purchase
of its products. However, procedures performed using DABRA and Pharos are reimbursable using existing CPT codes. The Company has revised the disclosure on page 103 of the Registration Statement accordingly.

Note 3 – Restatement and reclassification, page F-15

6.
 We note your response to comment 28. To enhance an investor’s understanding of the
restatement, if true, please revise the third sentence of the first bullet on page F-15 to clarify your conclusion that the awards are required to be classified as liabilities remeasured at each reporting
date, rather than as “equity-classified” option awards as previously reported.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page F-15 of
the Registration Statement.

 Item 15. Recent Sales of Unregistered Securities, page II-2

7.
 Expand your response to comment 29 to provide more information concerning the “investors”
disclosed in paragraphs (a) and (c). Your revised disclosure should provide sufficient information to demonstrate the applicability of the exemptions claimed in the paragraph following paragraph (c).

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the
disclosure on pages II-2 and II-3 of the Registration Statement.

 ****

 Securities and Exchange Commission

July 16, 2018

  Page
 4

 Please direct any questions regarding the Company’s responses or the
revised draft of the Registration Statement to me at (858) 350-2308 or mwaters@wsgr.com.

 Sincerely,

WILSON SONSINI GOODRICH & ROSATI

 Professional
Corporation

/s/ Martin J. Waters

Martin J. Waters

cc:
 Dean Irwin, Ra Medical Systems, Inc.

 Andrew Jackson, Ra Medical Systems, Inc.

 Zachary B. Myers, Wilson Sonsini Goodrich & Rosati, P.C.

 Joshua A. Kaufman, Cooley LLP

 Donald Shum, Cooley LLP

 Bruce Rucks, Deloitte & Touche LLP

Mail Stop 3030
June 1 9, 2018

Via E -mail
Dean Irwin
Chief Executive Officer
Ra Medical Systems, Inc.
2070 Las Palmas Drive
Carlsbad, CA 92011

Re: Ra Medical Systems, Inc.
Draft Registration Statement on Form S -1
Submitted May 21, 2018
  CIK No. 0001716621

Dear Mr. Irwin :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumst ances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Prospectus Summary, page 1

1. The basis for your statement that DABRA is “cost -effective for healthcare payors and
providers” is unclear.  Please revise to provide support for this claim, and specifically
address the lack of reim bursement codes.

2. Where you elect to highlight the lack of serious adverse events associated with your
products , also disclose, if true, that your basis for this assertion is data from your pivotal
study in 2017 on 64 patients, in which you measured advers e events at the time of the
procedure.  Disclose that you only followed 38 patients to 180 days after the study and
discuss whether you assessed them for adverse events at that time.  Also, if you choose to

Dean Irwin
Ra Medical Systems, Inc.
June 1 9, 2018
Page 2

 highlight the lack of serious adverse events, bal ance your disclosure with the disclosure
on page 32 suggesting that other types of adverse events have occurred, or advise.

3. You claim that your laser products enhance patients’ quality of life and save limbs from
amputation, among other benefits.  The  bases for these claims appear subjective and/or
speculative.  Please revise to present these claims as your belief or advise if you have
objective supporting evidence.

4. Make sure that you explain terminology to the degree necessary for an average reader t o
understand your products and business.  While your disclosure eventually describes most
terms specifically, your summary may benefit from elaboration of certain terms which
may not be clear from the context, like fluoroscopy, revascularization and collim ation.

Our Strategy, page 2

5. If you elect to highlight your “proprietary product technology,” revise to disclose that the
lasers upon which your products are based are not covered by patents you own.

Implications of Being an Emerging Growth Company, pa ge 5

6. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Sec urities Act,
whether or not they retain copies of the communications.

Risk Factors, page 12

7. Refer to the risk factor on page 13.  Clarify whether you have any reimbursement from
third -party payors and how a lack thereof will impact DABRA’s marketabilit y.  Also,
discuss in your business section whether you have any ongoing efforts to establish
specific reimbursement codes related to DABRA treatments.

We face credit and compliance risk . . ., page 22

8. It is difficult to assess the risk presented because there does not appear to be any
additional disclosure about your distribution network.  Please clarify the scope of the risk
by discussing relevant details about your distributors’ locations or the volume of your
business represented by distribution channe ls or other relevant information.

Dean Irwin
Ra Medical Systems, Inc.
June 1 9, 2018
Page 3

 We could be subject to claims based on defects . . ., page 24

9. We note your disclosure on page 25 that you face potential liability to existing
shareholders relating to past corporate transactions.  Please clarify the sco pe of any
material potential liability and discuss which “requirements of applicable law” are at
issue .  Also, provide us your analysis of whether the disclosed past transactions could
materially impact your intended reincorporation in connection with this  offering.

EBITDA and Adjusted EBITDA, page 75

10. Please revise the discussion of Adjusted EBITDA limitations to describe why the loss on
abandonment of facilities is included as an adjustment in the non -GAAP measure.

Critical Accounting Policies and Est imates , page 79

Stock -Based Compensation expense, page 80

11. When pricing information for this offering is available, please tell us the significant
reasons for any material differences between your last common stock fair value
determination and the mid -point of the estimated IPO price range including all material
positive and negative events occurring during the period which could reasonably
contribute to variances in fair value.

Business, page 84

12. Please revise to clarify whether the various treatments address the vascular disease itself
or side effects thereof.  Specifically, it is not clear whether the plaque blockages are the
disease or just result from the disease.  In this respect, it appears that some treatments
attempt to support the vein while ot hers clear the blockage.  Please revise if these
differences would affect your discussion of your business and the competitive landscape.

DABRA, page 84

13. We note your disclosure in the third full sentence on page 85 that your DABRA product
can be used in conjunction with other treatments.  Revise to disclose how often your
products are used in conjunction with other treatments and balance your disclosure
concerning the competitive advantages your product offers over these competing
technologies.

Dean Irwin
Ra Medical Systems, Inc.
June 1 9, 2018
Page 4

 14. Balance your disclosure concerning the possible immunosuppressive effects of your
DABRA product with your disclosure under the heading Immunotherapeutic Benefits on
page 87.

Pre-Marketing Studies, page 91

15. Revise to clarify whether the data cited in the second paragraph regarding your DABRA
study results was measured over the same timeframe as that used in the predicate device’s
study, which results you also cit e.

16. Disclose whether the lesion size and method of angiograph analysis differ meaningfully
from standard practice in commercial application.

Patents, page 96

17. File your material confidentiality and assignment agreements, given your disclosure here
and on page 43.

Management, page 106

18. Clarify whether you had a person acting as your principal financial officer prior to April
2018.

Employment Arrangements wit h Our Named Executive Officers, page 114

19. We note you intend to enter into new offer letters or employment agreements with your
named executive officers.  File the existing agreements, and, if applicable, the new
agreements, as exhibits.

Security owners hip of certain beneficial owners and management, page 125

20. It does not appear that selling shareholders will participate in this offering.  As such,
please clarify  the purpose of including two columns disclosing the number of shares each
beneficial owner owns.  It is unclear why that number would differ before and after the
offering.  Also, provide the footnote disclosure suggested by the numbers following each
owne r’s name or advise.

Dean Irwin
Ra Medical Systems, Inc.
June 1 9, 2018
Page 5

 Shares eligible for future sale, page 131

21. Revise to clarify what “securities convertible into or exchangeable for [y]our common
stock” you currently have outstanding and where disclosure concerning these securities is
located in you r prospectus.

Note 2 – Significant Accounting Policies

Fair value measurements, page F -9

22. With respect to the stock -based compensation liability, please revise the filing to disclose
quantitative information about the significant unobservable inputs un derlying the Level 3
fair value measurement, including the estimated fair value of your common stock, as of
each balance sheet date. Refer to ASC 820 -10-50-2(bbb).

23. You indicate on page F -21 that the estimated fair value of your common stock as of the
date of grant is determined using recent equity issuances, if available, or if there are no
recent issuances available, the valuation is estimated using both the income and market
approaches.   Please revise the filing to clarify if your stock -based compensatio n liability
as of each period end was estimated based on a recent common stock valuation or a
combination of the income and market approaches.

24. Please revise this note to provide a reconciliation of the opening and closing balances of
your Level 3 fair val ue measurements for each balance sheet date provided. Refer to ASC
820-10-50-2(c).

Revenue Recognition

Product Sales, page F -9

25. You discuss on page 79 that revenue from product sales is presented net of provisions for
estimated charge backs, rebates, exp ected returns and cash discounts.   Please revise this
note to describe the nature and significant terms of all discounts, incentives, returns and
other concessions offered to your customers.  If these programs are significant, expand
your critical accounti ng policy discussion to address the uncertainties associated with the
methods, assumptions, and estimates underlying your accounting for these programs.

Multiple Element Arrangements, page F -10

26. You indicate that in cases where VSOE cannot be determined you use third -party
evidence of selling price, if available, or best estimated selling price.   Please revise your

Dean Irwin
Ra Medical Systems, Inc.
June 1 9, 2018
Page 6

 disclosure to provide a discussion of the significant factors, inputs, assumptions, and
methods used to determine selling price.   Refer to ASC  605-25-50-2(e).

Lease Arrangements, page F -10

27. Please revise to provide the disclosures required by ASC 840 -10-50-4 and 840 -20-50-4
for your operating leases.

Note 3 – Restatement and Reclassifications, page F -15

28. We note your disclosures relating to the accounting error surrounding the awards to
Optionees.  To help us better understand your revised accounting, please address the
following:

 Describe to us in detail the circumstances surrounding your issuance of awa rds to
Optionees that were not validly authorized, including how you determined the
awards were not authorized and your conclusion that the communicated awards
were not outstanding options that should be accounted for pursuant to ASC 718 -
10.
 Discuss for u s your conclusion that your contractual obligation to the Optionees
should be accounted for as a liability remeasured at each reporting date and tell us
the authoritative guidance on which you based that conclusion.
 Clarify for us whether you have now obt ained valid authorization or tell us the
steps you are taking to obtain valid authorization and explain how valid
authorization would change your accounting.

Item 15.  Recent Sales of Unregistered Securities, page II -2

29. Revise to name the persons or iden tify the classes of persons to whom the securities were
sold.

Dean Irwin
Ra Medical Systems, Inc.
June 1 9, 2018
Page 7

 You may contact Eric Atallah  at (202) 551 -3663  or Kevin Kuhar, Accounting Branch
Chief,  at (202) 551 -3662  if you have questions regarding comments on the financial statements
and related matters.  Please contact Caleb French at (202) 551 -6947  or me at (202) 551 -3528
with any other questions.

Sincerely,

 /s/ Amanda Ravitz

 Amanda Ravitz
Assistant Director
Office of Electr onics and Machinery

cc:  Martin J. Waters, Esq.
 Wilson Sonsini Goodrich & Rosati, P.C.