As Filed with the Securities and Exchange Commission on May 6, 2024
Registration No. 333-278487
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IRADIMED CORPORATION
(Exact Name of Registrant as Specified in its Charter)
|
Delaware
|
|
73-1408526
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
1025 Willa Springs Drive
Winter Springs, Florida 32708
Telephone: (407) 677-8022
Fax: (407) 677-5037
(Address including zip code and telephone number, including area code, of registrant’s principal executive offices)
John Glenn
Corporate Secretary
IRADIMED CORPORATION
1025 Willa Springs Drive
Winter Springs, Florida 32708
Telephone: (407) 677-8022
Fax: (407) 677-5037
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to
Leib Orlanski, Esq.
David A. Bartz, Esq.
Zidong Liu, Esq.
K&L Gates LLP
10100 Santa Monica Blvd., 8th Floor
Los Angeles, California 90067
Telephone (310) 552-5000
Facsimile (310) 552-5001
From time to time after the effective date of this Registration Statement
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ⌧
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
Non-accelerated filer ⌧
|
Smaller reporting company ⌧
|
|
|
Emerging growth company ☐
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 (this “Pre-Effective Amendment”) to the Registration Statement on Form S-3, File No.
333-278487, filed with the Securities and Exchange Commission on April 3, 2024 (the “Registration Statement”) of Iradimed Corporation (the “Company”) is being filed in order to update certain sections in the Registration Statement. Accordingly, this
Pre-Effective Amendment amends the Registration Statement to update the facing page, include this Explanatory Note, update the last reported sale price of the Company’s common stock on the Nasdaq Capital Market, add additional documents incorporated
by reference and to include hyperlinks to such documents in the prospectus. The remainder of the Registration Statement is generally unchanged.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement relating to these securities
that has been filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated May 6, 2024
PROSPECTUS
IRADIMED CORPORATION
$75,000,000
Common Stock
This prospectus provides you with a general description of the common stock, par value $0.0001 per share (“common stock”), that Iradimed Corporation (“we,” “us,”
“Iradimed,” or the “Company”) may issue, having an aggregate maximum offering price of $75,000,000.00 (the “securities”). Each time we offer and sell securities, we will provide you with a prospectus supplement that will contain specific information
about the terms of that offering. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents
incorporated or deemed to be incorporated by reference in this prospectus and the applicable prospectus supplement before you purchase any of the securities offered hereby. This prospectus may not be used to offer and sell securities unless
accompanied by a prospectus supplement.
We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers, and agents, or
directly to purchasers, or through a combination of these methods. If any underwriters, dealers, or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission - or discount arrangement
between or among them - will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more
information. No securities may be offered and sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.
Our common stock is currently traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “IRMD.” As of May 3, 2024, the last reported sales price for our common
stock was $44.70 per share.
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 5 OF THIS PROSPECTUS AND IN ANY PROSPECTUS
SUPPLEMENT HERETO, AS WELL AS DOCUMENTS WE FILE WITH THE SECURITIES AND EXCHANGE COMMISSION THAT ARE INCORPORATED BY REFERENCE IN THIS PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus is dated ______, 2024
TABLE OF CONTENTS
|
|
Page
|
|
|
1
|
|
|
1
|
|
|
3
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
7
|
|
|
8
|
|
|
11
|
|
|
11
|
|
|
11
|
|
|
11
|
You should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. We have not
authorized anyone to provide you with information different from that contained or incorporated by reference into this prospectus or any prospectus supplement. If any person does provide you with information that differs from what is contained or
incorporated by reference in this prospectus or any prospectus supplement, you should not rely on it. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or any
prospectus supplement. You should assume that the information contained in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any information contained in any document we have
incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any prospectus supplement or any sale of a security. This prospectus and the applicable
prospectus supplement do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is
not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
This prospectus is part of a registration statement that we filed with the United States Securities and Exchange Commission (the “SEC”) using a “shelf” registration
process. Under this shelf registration process, we may sell any of the securities described in this prospectus, in each case in one or more offerings up to a total dollar amount of proceeds of $75,000,000. We may use the shelf registration statement
to sell the listed securities from time to time through any means described in the section entitled, “Plan of Distribution.”
This prospectus provides you with a general description of the common stock that we may issue, and it describes the general manner in which our securities may be
offered by this prospectus. Each time we offer and sell securities, we will provide a prospectus supplement that will contain specific information about the terms of those securities and terms of that offering. The prospectus supplement may also add,
update or change information contained in this prospectus or in documents incorporated by reference in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as additional information incorporated
by reference herein and described under the headings “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information” before you invest in our securities. We may also prepare free writing prospectuses that describe
particular securities. Any free writing prospectus should also be read in connection with this prospectus and with any prospectus supplement referred to therein. For purposes of this prospectus, any reference to an applicable prospectus supplement
may also refer to a free writing prospectus, unless the context otherwise requires.
No offer of the securities will be made in any jurisdiction where the offer is not permitted.
The registration statement that contains this prospectus, including the exhibits to the registration statement, contains additional information about us and the
securities offered under this prospectus. That registration statement can be read at the SEC’s website at www.sec.gov mentioned under the heading “Where You Can Find More Information.”
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. All statements, other than statements of historical facts, that address activities that the Company assumes, plans,
expects, believes, intends, projects, indicates, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. The forward-looking statements are based on management’s current belief,
based on currently available information, as to the outcome and timing of future events. The forward-looking statements involve risks and uncertainties, including, among others, that our business plans may change as circumstances warrant. These
forward-looking statements include, but are not limited to, statements about:
| • |
our ability to receive 510(k) clearance for our products and product candidates, complete inspections conducted by the U.S. Food & Drug Administration (“FDA”) or other
regulatory bodies resulting in favorable outcomes, additional actions by or requests from the FDA, including a request to cease domestic distribution of products, or other regulatory bodies and unanticipated costs or delays associated with
the resolution of these matters;
|
| • |
the timing and likelihood of regulatory approvals or clearances from the FDA or other regulatory bodies and regulatory actions on our product candidates and product marketing
activities;
|
| • |
unexpected costs, expenses and diversion of management attention resulting from actions or requests posed to us by the FDA or other regulatory bodies;
|
| • |
our primary reliance on a limited number of products;
|
| • |
our ability to retain the continued service of our key professionals, including key management, marketing and scientific personnel,
and to identify, hire and retain such additional qualified professionals;
|
| • |
our expectations regarding the sales and marketing of our products, product candidates and services;
|
| • |
our expectations regarding the integrity of our supply chain for our products;
|
| • |
the potential for adverse application of environmental, health and safety and other laws and regulations of any jurisdiction on our operations;
|
| • |
our expectations for market acceptance of our new products;
|
| • |
the potential for our marketed products to be withdrawn due to recalls, patient adverse events or deaths;
|
| • |
our ability to successfully prepare, file, prosecute, maintain, defend, including in cases of infringement, and enforce patent claims and other intellectual property rights on
our products;
|
| • |
our ability to identify and pursue development of additional products;
|
| • |
the implementation of our business strategies;
|
| • |
the potential for exposure to product liability claims;
|
| • |
our financial performance expectations and interpretations thereof by securities analysts and investors;
|
| • |
our ability to compete in the development and marketing of our products and product candidates with existing companies and new market entrants in our industry;
|
| • |
difficulties or delays in the development, production, manufacturing and marketing of new or existing products and services, including difficulties or delays associated with
obtaining requisite regulatory approvals or clearances associated with those activities;
|
| • |
changes in laws and regulations or in the interpretation or application of laws or regulations, as well as possible failures to comply with applicable laws or regulations as a
result of possible misinterpretations or misapplications;
|
| • |
cost-containment efforts of our customers, purchasing groups, third-party payers and governmental organizations;
|
| • |
costs associated with protecting our trade secrets and enforcing our patent, copyright and trademark rights, and successful challenges to the validity of our patents,
copyrights or trademarks;
|
| • |
actions of regulatory bodies and other government authorities, including the FDA and foreign counterparts, that could delay, limit or suspend product development, manufacturing
or sales or result in recalls, seizures, consent decrees, injunctions and monetary sanctions;
|
| • |
costs or claims resulting from potential errors or defects in our manufacturing that may injure persons or damage property or operations, including costs from remediation
efforts or recalls;
|
| • |
the results, consequences, effects or timing of any commercial disputes, patent infringement claims or other legal proceedings or any government investigations;
|
| • |
interruption in our ability to manufacture our products or an inability to obtain key components or raw materials or increased costs in such key components or raw materials;
|
| • |
uncertainties in our industry due to the effects of government-driven or mandated healthcare reform;
|
| • |
competitive pressures in the markets in which we operate;
|
| • |
potential negative impacts resulting from climate change or other environmental, social and governance and sustainability related matters;
|
| • |
the impact on our operations and financial results of any public health emergency and any related policies and actions by governments or other third parties;
|
| • |
breaches or failures of our or our vendors’ or customers’ information technology systems or products, including by cyber-attack, data leakage, unauthorized access or theft;
|
| • |
the loss of, or default by, one or more key customers or suppliers;
|
| • |
unfavorable changes to the terms of key customer or supplier relationships;
|
| • |
weakening of economic conditions, or the anticipation thereof, that could adversely affect the level of demand for our products;
|
| • |
geopolitical risks, including from international conflicts and upcoming elections in the United States and other countries, which could, among other things, lead to increased
market volatility; and
|
| • |
other risks detailed in our filings with the SEC.
|
Forward-looking statements are not guarantees of future performance and are subject to substantial risks and uncertainties that could cause the actual results to
differ materially from those that we predicted in the forward-looking statements. Additional information concerning potential factors that could affect future results is included in the section entitled “Item 1A. Risk Factors” and other sections of
Iradimed’s Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as updated from time to time in amendments and subsequent reports filed with the SEC, which describe factors that could cause Iradimed’s
actual results to differ from those set forth in the forward-looking statements. Iradimed has based these forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and
assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control.
Iradimed does not undertake any duty to update or revise any forward-looking statements, except as may be required by the federal securities laws.
ABOUT IRADIMED CORPORATION
Business Overview
We develop, manufacture, market and distribute Magnetic Resonance Imaging (“MRI”) compatible medical devices and accessories and services relating to them.
MRidium 3860+ MRI Compatible IV Infusion Pump System
We are the only known provider of a non-magnetic intravenous (“IV”) infusion pump system that is specifically designed to be safe for use during MRI procedures. We
were the first to develop an infusion delivery system that largely eliminates many of the dangers and problems present during MRI procedures. Standard infusion pumps contain magnetic and electronic components, which can create radio frequency
interference and are dangerous to operate in the presence of the powerful magnet that drives an MRI system. Our patented MRidium® MRI compatible IV infusion pump system has been designed with a
non-magnetic ultrasonic motor, uniquely designed non-ferrous parts and other special features to safely and predictably deliver anesthesia and other IV fluids during various MRI procedures. Our pump solution provides a seamless approach that
enables accurate, safe, and dependable fluid delivery before, during and after an MRI scan, which is important to critically ill patients who cannot be removed from their vital medications, and children and infants who must generally be sedated to
remain immobile during an MRI scan.
Each IV infusion pump system consists of an MRidium® MRI compatible IV infusion pump, non-magnetic mobile stand,
proprietary disposable IV tubing sets and many of these systems contain additional optional upgrade accessories.
IRADIMED 3880 MRI Compatible Patient Vital Signs Monitoring System
Our 3880 MRI compatible patient vital signs monitoring system has been designed with non-magnetic components and other special features to safely and accurately
monitor a patient’s vital signs during various MRI procedures. The IRADIMED 3880 system operates dependably in magnetic fields up to 30,000 gauss, which means it can operate virtually anywhere in the MRI scanner room. The IRADIMED 3880 has a compact,
lightweight design allowing it to travel with the patient from their critical care unit, to the MRI and back, resulting in increased patient safety through uninterrupted vital signs monitoring and decreasing the amount of time critically ill patients
are away from critical care units. The features of the IRADIMED 3880 include: wireless electrocardiogram (ECG) with dynamic gradient filtering; wireless blood oxygen saturation monitoring (SpO2) using Masimo®
algorithms; non-magnetic respiratory CO2; invasive and non-invasive blood pressure; patient temperature, and; optional advanced multi-gas anesthetic agent unit featuring continuous Minimum Alveolar Concentration measurements. The IRADIMED 3880 MRI
compatible patient vital signs monitoring system has an easy-to-use design and allows for the effective communication of patient vital signs information to clinicians.
With the expanding use of MRI procedures, both traditional procedures, and intraoperative and interventional procedures,
safe and reliable infusion delivery and patient monitoring in an MRI environment is becoming increasingly important to hospitals and other medical providers. Our founder, President, Chief Executive Officer, and Chairman of the Board of Directors,
Roger Susi, is a pioneer in the MRI compatible medical device industry, having invented the first MRI compatible patient monitoring system in 1986 and the first non-magnetic MRI compatible IV infusion system in 2004.
We generate revenue from the sale of MRI compatible medical devices and accessories, extended warranty agreements, services related to maintaining our products and
the sale of disposable products used with our devices. The principal customers for our MRI compatible products include hospitals and acute care facilities, both in the U.S. and internationally.
Selling cycles for our devices have varied widely and have historically ranged between three and six months in duration.
Intellectual Property
We protect our proprietary technology through a combination of patents, trade secrets and confidentiality agreements. During the development of our products, our
founder, President, Chief Executive Officer, and Chairman of the Board of Directors, Roger Susi, obtained a number of patents regarding our MRI compatible IV infusion pump and related systems. Mr. Susi has irrevocably assigned these patents to us.
We have 16 issued U.S. patents and 4 issued foreign patents with remaining lives that range from 1 to 17 years. We also have a number of U.S. patent applications
pending. These patents and patent applications relate to several of our products, including our MRI compatible IV infusion pump system and its components and our MRI compatible patient vital signs monitoring system. We intend to file patent
applications with respect to future patentable developments and improvements when we believe that such protection is in our best interest.
We also rely on trade secrets, copyright and other laws and on confidentiality agreements to protect our technology, but we believe that neither our patents nor
other legal rights will necessarily prevent third parties from developing or using similar or related technology to compete against our products. Moreover, our technology may be viewed as improvements or adaptations of known MRI infusion or
monitoring technology, which might be duplicated or discovered through our patents, reverse engineering or both.
An investment in our common stock involves a high degree of risk. Prior to making a decision about investing in our common
stock, you should carefully consider the risks, uncertainties, and additional information (i) set forth in our most recent Annual Report on Form 10-K, any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are
incorporated, or deemed to be incorporated, by reference into this prospectus, and in the other documents that we file with the SEC and are incorporated by reference in this prospectus and (ii) contained in or incorporated by reference into the
applicable prospectus supplement and any applicable free writing prospectus. Additional risks and uncertainties not presently known to us, or that we currently view as immaterial, may also impair our business. If any of these risks actually occur,
our business, financial condition and results of operations could be materially and adversely affected. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. See the sections
described under the headings “Where You Can Find More Information” and “Cautionary Statements Regarding Forward-Looking Statements” in this prospectus.
Unless otherwise indicated in a prospectus supplement relating to a specific offering, we intend to use the net proceeds from the sale of securities by us under this
prospectus to accelerate our research and development efforts and for general corporate purposes, which may include working capital, capital expenditures and operational purposes. We may also use a portion of such net proceeds to acquire or invest in
businesses, products or complementary technologies, although we have no current agreements or commitments relating to any potential acquisitions and we may not complete any such future acquisitions.
The specific allocation of the net proceeds from the sale of any particular offering of securities using this prospectus will be determined at the time of the
offering and will be described in the accompanying prospectus supplement relating to such offering.
DESCRIPTION OF OUR CAPITAL STOCK
The following description of our capital stock and certain provisions of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of
Incorporation”) and the Company’s Third Amended and Restated Bylaws (the “Bylaws”) are summaries and are qualified by reference to our Certificate of Incorporation and Bylaws. Copies of these documents are filed with the SEC as exhibits to the
registration statement of which this prospectus forms a part.
We are authorized to issue 31,500,000 shares of common stock and 3,500,000 shares of Preferred Stock, $0.0001 par
value per share, of which 800,000 shares are designated as “Series A Preferred Stock.” As of May 3, 2024, we had approximately 12,664,185 shares of common stock issued and outstanding and no shares of
preferred stock issued or outstanding.
Common Stock
Voting. Each outstanding share of common stock shall entitle the holder thereof to one vote on each matter properly
submitted to the stockholders of the Company for their vote except for matters related to potential amendments to our Certificate of Incorporation or matters that solely relate to the terms of one or more outstanding series of our preferred stock.
Dividend Rights. Holders of our common stock are entitled to receive, when, as and if declared by the board of directors,
dividends pro rata based on the number of shares of common stock held. These dividend rights are junior to those of the preferred stockholders’ rights to dividends.
Liquidation. Upon our voluntary or involuntary liquidation, dissolution or winding-up,
after satisfaction of all our liabilities and the payment of any liquidation preference of any outstanding preferred stock, the holders of shares of common stock will be entitled to share in all of our assets legally remaining for distribution after
payment of all debt and other liabilities, subject to preferences that may be applicable to the holders of outstanding shares of preferred stock.
Redemption. The common stock is not redeemable.
Preemptive Rights and Conversion Rights. There are no preemptive or conversion rights applicable to our common stock.
The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of any shares of
any series of preferred stock that we may designate in the future.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Broadridge Corporate Issuer Solutions, Inc.
Listing
Our shares of common stock are traded on Nasdaq under the ticker symbol “IRMD.”
Under the terms of our Certificate of Incorporation, our board of directors is authorized to direct us to issue such shares of preferred stock in one or more
series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation
preferences, of each series of preferred stock. The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The
issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a
third party from seeking to acquire, a majority of our outstanding voting stock. We have no present plans to issue any shares of preferred stock.
DELAWARE ANTI-TAKEOVER LAW AND CERTAIN PROVISIONS OF OUR CERTIFICATE OF
INCORPORATION AND BYLAWS
Certain provisions of Delaware law and our Certificate of Incorporation and Bylaws could make more difficult the acquisition of the Company by means of a tender
offer, a proxy contest, or otherwise, and the removal of incumbent officers and directors. Under Delaware law, directors generally have a duty to act without self-interest, on an informed basis, in good faith, and in a manner they reasonably believe
to be in the best interests of the stockholders. Nevertheless, a Delaware court will generally apply a policy of judicial deference to a board of directors’ decisions to adopt anti-takeover measures in the face of a potential takeover where the
directors are able to show that:
| • |
they had reasonable grounds for believing that there was a danger to corporate policy and effectiveness from an acquisition proposal; and
|
| • |
the board of directors’ action taken was neither preclusive nor coercive and was reasonable in relation to the threat posed.
|
Business Combinations. Delaware law generally requires that a majority of the stockholders of both acquiring and target
corporations approve statutory mergers. Delaware law does not require a stockholder vote of the surviving corporation in a merger (unless the corporation provides otherwise in its certificate of incorporation) if: (a) the merger agreement does not
amend the existing certificate of incorporation; (b) each share of stock of the surviving corporation outstanding immediately before the effective date of the merger is an identical outstanding share after the merger; and (c) either no shares of
common stock of the surviving corporation and no shares, securities or obligations convertible into such stock are to be issued or delivered under the plan of merger, or the authorized unissued shares or shares of common stock of the surviving
corporation to be issued or delivered under the plan of merger plus those initially issuable upon conversion of any other shares, securities or obligations to be issued or delivered under such plan do not exceed 20% of the shares of common stock of
such constituent corporation outstanding immediately prior to the effective date of the merger. Delaware law generally does not require class voting for mergers, reorganizations, sales of assets or similar transactions, except in certain situations
involving an amendment of the certificate of incorporation that adversely affects a specific class of shares.
In general, Section 203 of the Delaware General Corporation Law defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the
outstanding voting stock of a corporation, or an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of a corporation at any time within three years prior to the time of determination of
interested stockholder status; and any entity or person affiliated with or controlling or controlled by such entity or person.
Removal and Vacancies. Under our Certificate of Incorporation, subject to the rights of holders of any series of preferred
stock, any director or our entire board of directors may be removed with or without cause by the holders of a majority of the shares then entitled to vote at an election of directors, except as otherwise provided by law and except if the directors of
the Company are ever divided into two or three classes, any director may be removed only for cause by the holders of a majority of the shares then entitled to vote in an election for such class of directors. Any vacancy on our board of directors may
be filled by a majority of the directors then in office, even if less than a quorum, or by the sole remaining director. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred stock issued by the Company
will have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms
of the certificate of designations applicable thereto, and such directors so elected shall not be divided into classes unless expressly provided by such terms. When the board fills a vacancy, the director chosen to fill that vacancy will hold office
until such director’s successor would have been elected and will qualify or until such director resigns or is removed.
Certificate of Incorporation and Bylaws. Our Certificate of Incorporation and Bylaws contain further provisions that
could have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. In particular, our Certificate of Incorporation
and Bylaws, as applicable, include the following:
| • |
an advance notice procedure exists with regard to the nomination of candidates for election as directors and with regard to business to be brought before a meeting of
stockholders; and
|
| • |
our board of directors may designate the terms of and issue new series of preferred stock.
|
Such provisions may have the effect of discouraging a third-party from acquiring us even if doing so would be beneficial to its stockholders. These provisions are
intended to enhance the likelihood of continuity and stability in the composition of the board of directors and in the policies formulated by them, and to discourage some types of transactions that may involve an actual or threatened change in
control of our Company. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage some tactics that may be used in proxy fights. We believe that the benefits of increased protection of our
potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging such proposals because, among other things, negotiation of such proposals could result
in an improvement of their terms.
However, these provisions could have the effect of discouraging others from making tender offers for our shares that could result from actual or rumored takeover
attempts. These provisions also may have the effect of preventing changes in management.
Stockholder Meetings. Our Certificate of Incorporation provides that any action required or permitted to be taken by
stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly brought before the meeting and may not be taken by written action in lieu of a meeting. Our Bylaws further provide that special meetings of the
stockholders may only be called by our board of directors, chairman of the board, chief executive officer or the president and the business transacted at special meetings of stockholders is limited to the business stated in the notice of such
meetings. Under our Bylaws, in order for any matter to be considered “properly brought” before a meeting, a stockholder must comply with advance notice requirements. These provisions could have the effect of delaying, until the next stockholders’
meeting, stockholder actions which are favored by the holders of a majority of our outstanding voting securities. These provisions may also discourage a third party from making a tender offer for our common stock, because even if it acquired a
majority of outstanding voting securities, the third party would be able to take action as a stockholder (such as electing new directors or approving a merger) only at a duly called stockholders’ meeting, and not by written consent.
We may sell the securities offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including our affiliates, (iii)
through agents, (iv) through a combination of any of these methods or (v) any other method permitted by applicable law. The securities may be distributed at a fixed price or prices, which may be changed, market prices prevailing at the time of sale,
prices related to the prevailing market prices, or negotiated prices. The prospectus supplement with respect to each offering of securities will state the terms of the offering of the securities, including:
| • |
the terms of the offering;
|
| • |
the names of any underwriters or agents and the amounts of securities underwritten or purchased by each of them if any;
|
| • |
the name or names of any managing underwriter or underwriters;
|
| • |
the purchase price of the securities;
|
| • |
any over-allotment options under which underwriters may purchase additional securities;
|
| • |
the net proceeds from the sale of the securities;
|
| • |
any delayed delivery arrangements;
|
| • |
any underwriting discounts or agency fees, commissions and other items constituting underwriters’ compensation;
|
| • |
any initial public offering price;
|
| • |
any discounts or concessions allowed or re-allowed or paid to dealers;
|
| • |
any commissions paid to agents; and
|
| • |
any securities exchange or market on which the securities may be listed.
|
Sale Through Underwriters or Dealers
Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting, purchase, security lending
or repurchase agreements with us. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any of our
other securities (described in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing
underwriters or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters
will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers.
If dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals. The dealers may then resell those
securities to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement will include the names of the dealers and the terms of the transaction.
We and our agents and underwriters may offer and sell the securities at a fixed price or prices that may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices. The securities may be offered on an exchange, which will be disclosed in the applicable prospectus supplement. We may, from time to time, authorize dealers, acting as our
agents, to offer and sell the securities upon such terms and conditions as set forth in the applicable prospectus supplement. We may also sell the securities offered by any applicable prospectus supplement in “at-the-market offerings” within the
meaning of Rule 415 of the Securities Act to or through a market maker or into an existing trading market, on an exchange or otherwise.
Direct Sales and Sales Through Agents
We may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be sold
through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus
supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect
to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.
Delayed Delivery Contracts
If the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities
at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement.
The applicable prospectus supplement will describe the commission payable for solicitation of those contracts.
Market Making, Stabilization and Other Transactions
We may elect to list offered securities on an exchange or in the over-the-counter market. Any underwriters that we use in the sale of offered securities may make a
market in such securities but may discontinue such market making at any time without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.
Certain persons participating in an offering may engage in overallotment, stabilizing transactions, syndicate covering transactions and penalty bids in accordance
with rules and regulations under the Exchange Act. Overallotment involves the sale in excess of the offering size, which create a short position. Stabilizing transactions involve bids to purchase the underlying security in the open market for the
purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are
purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the
transactions. The underwriters may, if they commence these transactions, discontinue them at any time.
General Information
Agents, underwriters, and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities
under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with or perform services for us, in the ordinary course of business.
The validity of the issuance of the securities offered by this prospectus will be passed upon for us by K&L Gates LLP, Los Angeles, California. Additional legal
matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we name in the applicable prospectus supplement.
The financial statements of IRADIMED CORPORATION as of December 31, 2023 and 2022 and for each of the years in the two-year period ended December 31, 2023
incorporated in this prospectus by reference from IRADIMED CORPORATION’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “FY 2023 Form 10-K”) have been audited by RSM US LLP, an independent registered public accounting firm, as
stated in their report thereon, incorporated herein by reference, and have been incorporated in this prospectus and registration statement in reliance upon such reports and upon the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual reports, quarterly reports and current reports, proxy statements and other information with the SEC under the Exchange Act. You can read
our SEC filings, including the registration statement, at the SEC’s website at www.sec.gov, which contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC. Our website is located at www.iradimed.com. The information contained on, or that may be
obtained from, our website is not, and shall not be deemed to be a part of this prospectus.
We will provide, upon written or oral request, without charge to you, a copy of any or all of the documents incorporated herein by reference (other than an exhibit
to a filing unless that exhibit is specifically incorporated by reference into that filing). You may also request a copy of these filings, at no cost, by writing us at 1025 Willa Springs Drive, Winter Springs, Florida 32708, Attn: Corporate
Secretary or telephoning us at (407) 677-8022.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus is part of a registration statement filed with the SEC. The SEC allows us to “incorporate by reference” into this prospectus the information that we
file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by reference the documents listed below (excluding any information furnished and not filed with the SEC), which we filed with the SEC under the Exchange Act:
We also incorporate by reference any future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information
furnished and not filed with the SEC), including those made on or after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of such registration statement, until we file a
post-effective amendment that indicates the termination of the offering of the securities made by this prospectus and will become a part of this prospectus from the date that such documents are filed with the SEC. Information in such future filings
updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated
or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.
We will furnish without charge to you, on written or oral request, a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically
incorporated by reference into .that filing). You should direct any requests for documents to:
IRADIMED CORPORATION
1025 Willa Springs Drive
Winter Springs, Florida 32708
Attention: Corporate Secretary
(407) 677-8022
Copies of the above reports may also be accessed from our website at https://www.iradimed.com/investors/sec-filings. We have authorized no one to provide you with
any information that differs from that contained in this prospectus. Accordingly, you should not rely on any information that is not contained or incorporated by reference in this prospectus. You should not assume that the information in this
prospectus or any supplement is accurate as of any date other than the date of those documents.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of expenses of the Company in connection with the issuance and delivery of the securities being registered hereby, other than
underwriting discounts and commissions.
|
SEC registration fee
|
|
|
|
|
|
$
|
5,878.00
|
|
|
Printing fees and expenses
|
|
|
|
|
|
|
*
|
|
|
Accounting fees and expenses
|
|
|
|
|
|
|
*
|
|
|
Legal fees and expenses
|
|
|
|
|
|
|
*
|
|
|
Miscellaneous
|
|
|
|
|
|
|
*
|
|
|
Total
|
|
|
$
|
|
|
|
*
|
|
* These fees are calculated based on the number of issuances and the amount of securities offered and accordingly cannot be estimated at this time.
Item 15. Indemnification of Directors.
Section 102 of the Delaware General Corporation Law permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its
stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation of Delaware corporation law or obtained an improper personal benefit. The Company’s Certificate of Incorporation provides that, to the fullest extent permitted by Delaware General
Corporation Law, its directors shall not be liable for monetary damages for breach of the directors’ fiduciary duty as a director. This provision in the certificate of incorporation does not eliminate the duty of care, and in appropriate
circumstances equitable remedies such as injunctive or other forms of nonmonetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to the
Company or its stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of the law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws.
Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions
brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the
Delaware Court of Chancery or such other court shall deem proper.
The Company’s Bylaws also provide for the indemnification of its directors to the fullest extent permitted by the Delaware General Corporation Law. The Company’s
Certificate of Incorporation and Bylaws further provide that its board of directors will indemnify, in the manner and to the fullest extent permitted by Delaware Law any person (or the estate of such person) who is or was a party to, or is threatened
to be made party to, any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise. The Company is required to advance, prior to the final disposition of any proceeding, promptly on request, all expenses incurred by any director or executive officer in
connection with that proceeding on receipt of an undertaking by or on behalf of that director or executive officer to repay those amounts if it should be determined ultimately that he or she is not entitled to be indemnified under the Bylaws or
otherwise. The Company is not, however, required to advance any expenses in connection with any proceeding if a determination is reasonably and promptly made by our board of directors, by a majority vote of a quorum of disinterested board members or
by independent legal counsel that (i) the party seeking an advance acted in bad faith or deliberately breached his or her duty to us or our stockholders and (ii) as a result of such actions by the party seeking an advance, it is more likely than not
that it will ultimately be determined that such party is not entitled to indemnification pursuant to the applicable sections of its Bylaws.
The Company has been advised that in the opinion of the SEC, insofar as indemnification for liabilities arising under the Securities Act may be permitted to its
directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event a claim for indemnification
against such liabilities (other than the Company’s payment of expenses incurred or paid by its director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such
indemnification by the Company is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The Company maintains a directors’ and officers’ insurance policy. The policy insures directors and other officers against unindemnified losses arising from certain
wrongful acts in their capacities as directors and officers and reimburses the Company for those losses for which the Company has lawfully indemnified its directors and officers. The policy contains various exclusions.
Item 16. Exhibits.
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
Previously
Filed
|
|
1.1*
|
|
Form of Underwriting Agreement
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Specimen certificate evidencing shares of common stock of the Company
|
|
|
|
|
|
|
|
|
|
|
|
5.1
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
23.1
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
23.2
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
24.1
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
107
|
|
|
|
|
|
|
|
|
|
|
|
X
|
*
|
To be filed as an exhibit to a Current Report on Form 8-K and to be incorporated herein by reference or by a post-effective amendment to
this registration statement.
|
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in
the registration statement;
provided, however, Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3
or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such
effective date; or
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) That for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Sections 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of
filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Winter Springs, Florida on May 6, 2024.
|
|
IRADIMED CORPORATION
|
|
|
|
|
|
|
By:
|
/s/ Roger Susi
|
|
|
|
|
|
|
Name:
|
Roger Susi
|
|
|
Title:
|
President, Chief Executive Officer and Chairman
of the Board of Directors
|
Pursuant to the requirements of the Securities Act, as amended, this Registration Statement has been signed by the following persons in the capacities and on the
dates indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Roger Susi
|
|
President, Chief Executive Officer and Chairman of the Board of Directors
|
|
May 6, 2024
|
|
Roger Susi
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
*
|
|
Chief Financial Officer and Secretary
|
|
May 6, 2024
|
|
John Glenn
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May 6, 2024
|
|
Monty Allen
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May 6, 2024
|
|
Anthony Vuoto
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May 6, 2024
|
|
James Hawkins
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May 6, 2024
|
|
Hilda Scharen-Guivel
|
|
|
|
|
|
* By:
|
/s/ Roger Susi
|
|
May 6, 2024
|
| |
Roger Susi
|
| |
Attorney-in-Fact
|