UNITED   STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8‑K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 17, 2017
IRADIMED CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-36534
(Commission File Number)
73-1408526
(IRS Employer Identification No.)
    
1025 Willa Springs Dr., Winter Springs, FL
    (Address of Principal Executive Offices)
                                           32708
                                             (Zip Code)
(407) 677-8022
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


I tem 1.01 Entry Into a Material Definitive Agreement.

On July 17, 2017, Iradimed Corporation (the “Company”) and Roth Capital Partners, LLC (“Roth”) entered into an Amendment (the “Roth Amendment”) to the Warrant to Purchase Common Stock dated July 21, 2014 between the Company and Roth (the “Roth Warrant”). The Amendment extends the expiration date of the Roth Warrant to July 17, 2019 in exchange for an increase in its exercise price to $10.05.

On July 17, 2017, Iradimed Corporation (the “Company”) and Monarch Capital Group, LLC (“Monarch”) entered into an Amendment (the “Monarch Amendment”) to the Warrant to Purchase Common Stock dated July 21, 2014 between the Company and Monarch (the “Monarch Warrant”). The Amendment extends the expiration date of the Monarch Warrant to July 17, 2019 in exchange for an increase in its exercise price to $10.05.

On July 17, 2017, Iradimed Corporation (the “Company”) and Lisa Walters-Hoffert (“Walters-Hoffert”) entered into an Amendment (the “Walters-Hoffert Amendment” and, collectively with the Roth Amendment and the Monarch Amendment, the “Amendments”) to the Warrant to Purchase Common Stock dated July 21, 2014 between the Company and Roth, as partially assigned to Walters-Hoffert (the “Walters-Hoffert Warrant”). The Amendment extends the expiration date of the Walters-Hoffert Warrant to July 17, 2019 in exchange for an increase in its exercise price to $10.05.

The foregoing description of the Amendments is qualified in its entirety by reference to the full text of such documents, which are attached hereto as Exhibits 10.1 through 10.3.

Item 9.01             Financial Statements and Exhibits.

(d)           Exhibits

10.1
Roth Amendment
    
10.2
Monarch Amendment
   
10.3
Walters-Hoffert Amendment

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  IRADIMED CORPORATION
       
Date: July 21, 2017      
       
 
By:
/s/ Chris Scott  
  Name: Chris Scott  
  Title:
Chief Financial Officer
 
       
 



EXHIBIT INDEX

Exhibit
No.
Document
10.1
Roth Amendment
 
      
10.2
Monarch Amendment
 
      
10.3
Walters-Hoffert Amendment
 
   





AMENDMENT TO
WARRANT TO PURCHASE COMMON STOCK
This Amendment to Warrant to Purchase Common Stock (this “ Amendment” ), dated as of July 17, 2017, to the Warrant to Purchase Common Stock, made as of July 21, 2014 (the “ Warrant ” ), is entered into by and between Iradimed Corporation, a Delaware corporation (the “ Company ”) and Roth Capital Partners, LLC, the registered holder of the Warrant (the “Holder”). Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Warrant.
WHEREAS , the Company and the Holder have agreed to extend the Expiration Date of the Warrant in exchange for an increase in its Exercise Price; and
WHEREAS, Section 9 of the Warrant provides that the provisions of the Warrant may be amended by consent or agreement executed by the Holder.
NOW, THEREFORE,. in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Warrant as set forth herein.
1.
Exercise Price . Section l(b) of the Warrant is hereby amended and restated in its entirety entirety as follows:
Exercise Price . For purposes of this Warrant, ‘‘ Exercise Price ” means $10.05, subject to adjustment as provided herein.
2.
Expiration Date . Section l5(g) of the Warrant is hereby amended and restated in its entirety as follows:
“Expiration Date” means July 17, 2019.
3.
Miscellaneous . Except as amended herein, the Warrant shall remain in full force and effect. This Amendment may be executed in any number of facsimile counterparts, each of which shall be an original, but which together constitute one and the same instrument. This Amendment may be executed and delivered by facsimile.

 
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Warrant to Purchase Common Stock as of the date first written above.
 
 
 
IRADIMED CORPORATION
 
 
 
 
 
 
 
By: 
/s/ Roger Susi
 
 
Name: Roger Susi
Title:   Chief Executive Officer and President
 
 
 
ROTH CAPITAL PARTNERS, LLC
 
 
 
 
 
 
 
By: 
/s/ Theodore D Roth
 
 
Name: Theodore D Roth
Title:   President
 
AMENDMENT TO
WARRANT TO PURCHASE COMMON STOCK
This Amendment to Warrant to Purchase Common Stock (this “ Amendment ”), dated as of July 17, 2017, to the Warrant to Purchase Common Stock, made as of July 21, 2014 (the “ Warrant ”), is entered into by and between Iradimed Corporation, a Delaware corporation (the “ Company ”’) and Monarch Capital Group, LLC, the registered holder of the Warrant (the “ Holder ”). Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Warrant.

WHEREAS, the Company and the Holder have agreed to extend the Expiration Date of the Warrant in exchange for an increase in its Exercise Price; and
WHEREAS, Section 9 of the Warrant provides that the provisions of the Warrant may be amended by consent or agreement executed by the Holder.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which arc hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Warrant as set forth herein.

1.
Exercise Price . Section 1(b) of the Warrant is hereby amended and restated in its entirety as follows:
Exercise Price . For purposes of this Warrant, “ Exercise Price” means $10.05, subject to adjustment as provided herein.
2.
Expiration Date .   Section l5(g) of the Warrant is hereby amended and restated in its entirety as follows:
“Expiration Date” means July 17,2019.
3.
Miscellaneous .   Except as amended herein, the Warrant shall remain in full force and effect. This Amendment may be executed in any number of facsimile counterparts, each of which shall be an original, but which together constitute one and the same instrument. This Amendment  may be executed and delivered by facsimile.
[Signature Page to Follow]

IN WITNESS WHEREOF, the parties hereto have 0xecuted this Amendment to Warrant to Purchase Common Stock as of the date first written above.
 
 
 
IRADIMED CORPORATION
 
 
 
 
 
 
 
By: 
/s/ Roger Susi
 
 
Name: Roger Susi
Title:   Chief Executive Officer and President
 
 
 
Monarch Capital Group, LLC
 
 
 
 
 
 
 
By: 
/s/ Michael Potter
 
 
Name: Michael Potter
Title:   CEO
 
 
AMENDMENT TO
WARRANT TO PURCHASE COMMON STOCK
This Amendment to Warrant to Purchase Common Stock (this “ Amendment ’ ’), dated as of July 17, 2017, to the Warrant to Purchase Common Stock, made as of July 21,2014 (the “ Warrant ’ ’), is entered into by and between Iradimed Corporation, a Delaware corporation (the “ Company ” ) and Roth Capital Partners, LLC, the registered holder of the Warrant (the ‘‘ Holder ’ ’). Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Warrant.
WHEREAS, the Company and the Holder have agreed to extend the Expiration Date of the Warrant in exchange for an increase in its Exercise Price; and
WHEREAS, Section 9 of the Warrant provides that the provisions of the Warrant may be amended by consent or agreement executed by the Holder.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Warrant as set forth herein.
 
1.
Exercise Price . Section I (b) of the Warrant is hereby amended and restated in its entirety as follows:

Exercise Price . For purposes of this Warrant, “Exercise Price’’ means $10.05, subject to adjustment as provided herein.

2.
Expiration Date . Section 15(g) of the Warrant is hereby amended and restated in its entirety as follows:
 
“Expiration Date” means July 17,2019.
3.
Miscellaneous . Except as amended herein, the Warrant shall remain in full force and effect. This Amendment may be executed in any number of facsimile counterparts, each of which shall be an original, but which together constitute one and the same instrument. This Amendment may be executed and delivered by facsimile.
 
[Signature Page to Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Warrant to Purchase Common Stock as of the date first written above.
 
 
 
IRADIMED CORPORATION
 
 
 
 
 
 
 
By: 
/s/ Roger Susi
 
 
Name: Roger Susi
Title:   Chief Executive Officer and President
 
  
 
Lisa Walters-hoffert
 
 
 
 
 
 
 
By: 
/s/ Lisa Walters-Hoffert
 
 
Name: Lisa Walters-Hoffert
Title:   Individual Investor