UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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 21, 2017
IRADIMED CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-36534 |
|
73-1408526 |
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
1025 Willa Springs Dr., Winter Springs, FL |
|
32708 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(407) 677-8022
(Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends Item 1.01 of the Current Report on Form 8-K filed on July 21, 2017 (the Original Form 8-K) solely to correct an error on page 1 of the Walters-Hoffert Amendment set forth on Exhibit 10.3 to the Original Form 8-K. As previously filed, the preamble of the Walters-Hoffert Amendment reflected incorrectly that Roth Capital Partners, LLC was the registered holder of the Warrant, which has been corrected on Exhibit 10.1 to this Amendment No. 1. No other changes have been made to the Original Form 8-K.
Item 1.01 Entry Into a Material Definitive Agreement.
The Exhibit 10.1 attached hereto is a replacement of Exhibit 10.3 of the Original Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 |
|
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: November 3, 2017 |
|
|
|
By: |
/s/ Chris Scott |
|
Name: |
Chris Scott |
|
Title: |
Chief Financial Officer |
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 Lisa Walters-Hoffert, 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 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 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 |