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Share Name | Share Symbol | Market | Type |
---|---|---|---|
iRadimed Corporation | NASDAQ:IRMD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.47 | 1.07% | 44.43 | 44.44 | 44.65 | 44.56 | 43.69 | 44.29 | 10,384 | 16:09:01 |
As filed with the Securities and Exchange Commission on December 13, 2023
Registration No. 333-
|
Delaware
|
74-1408526
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
1025 Willa Springs Drive
Winter Springs, FL 32708
|
|
(Address of principal executive offices) (Zip Code)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☒
|
|
Emerging growth company
|
☐
|
Item 3.
|
Incorporation of Documents by Reference.
|
(a)
|
the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed on March 2, 2023;
|
|
(b)
|
all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above (in each case, except for the information furnished under Items 2.02 or 7.01 in any current report on Form 8-K); and
|
|
(c)
|
the description of our common stock contained in our Registration Statement on Form 10-K (File No. 001-36534) filed with SEC on March 6, 2020, including any
amendment or report filed for the purpose of updating such description.
|
Item 4.
|
Description of Securities.
|
Item 5.
|
Interests of Named Experts and Counsel.
|
Item 6.
|
Indemnification of Directors and Officers.
|
Item 7.
|
Exemption from Registration Claimed.
|
Item 8.
|
Exhibits.
|
Incorporated by Reference |
|||||||||
Exhibit
No.
|
Exhibit Title
|
Herewith
|
Form
|
File No.
|
Date Filed
|
||||
Amended and Restated Certificate of Incorporation
|
DEF 14C
|
001-36534
|
October 9, 2015
|
||||||
Third Amended and Restated Bylaws of the Registrant
|
8-K
|
001-36534
|
September 19, 2018
|
||||||
Specimen common stock certificate
|
S-1A
|
333-196875
|
July 9, 2014
|
||||||
Opinion of K&L Gates LLP regarding legality of securities being registered
|
X
|
||||||||
Consent of RSM US LLP, Independent Registered Public Accounting Firm
|
X
|
||||||||
Consent of K&L Gates LLP (included in Exhibit 5.1)
|
X
|
||||||||
Power of Attorney (included on signature page)
|
X
|
||||||||
Iradimed Corporation 2023 Equity Incentive Plan
|
DEF 14A
|
001-36534
|
April 28, 2023
|
||||||
107 | Filing Fee Table |
X |
|||||||
Item 9.
|
Undertakings.
|
IRADIMED CORPORATION
|
||
By:
|
/s/ Roger Susi
|
|
Name:
|
Roger Susi
|
|
Title:
|
President, Chief Executive Officer and Chairman of the
Board of Directors
|
Signature
|
Title
|
Date
|
||||||
/s/ Roger Susi
|
President, Chief Executive Officer, and Chairman of the Board of Directors
|
December 13, 2023
|
||||||
Roger Susi
|
(Principal Executive Officer)
|
|||||||
/s/ John Glenn
|
Chief Financial Officer and Secretary
|
December 13, 2023
|
||||||
John Glenn
|
(Principal Financial and Accounting Officer)
|
|||||||
/s/ Monty Allen
|
Director
|
December 13, 2023
|
||||||
Monty Allen
|
||||||||
/s/ Anthony Vuoto
|
Director
|
December 13, 2023
|
||||||
Anthony Vuoto
|
||||||||
/s/ James Hawkins
|
Director
|
December 13, 2023
|
||||||
James Hawkins
|
||||||||
/s/ Hilda Scharen-Guivel
|
Director
|
December 13, 2023
|
||||||
Hilda Scharen-Guivel
|
||||||||
K&L GATES LLP
10100 SANTA MONICA BOULEVARD, 8TH FLOOR
LOS ANGELES, CA 90067 T +1 310 552 5000 F +1 310 552 5001 klgates.com
|
K&L GATES LLP
10100 SANTA MONICA BOULEVARD, 8TH FLOOR
LOS ANGELES, CA 90067 T +1 310 552 5000 F +1 310 552 5001 klgates.com
|
Very truly yours,
|
|
/s/ K&L Gates LLP
|
|
K&L GATES LLP
|
Security
Type |
Security
Class Title |
Fee
Calculation or Carry Forward Rule |
Amount
Registered(1) |
Proposed
Maximum Offering Price Per Unit(2) |
Maximum
Aggregate Offering Price |
Fee
Rate |
Amount
of Registration Fee |
Equity
|
Common Stock, $0.0001 par value per share
|
Rule 457(c) and (h)
|
1,500,000(2)
|
$41.4550(3)
|
$62,182,500
|
0.00014760
|
$9,178.14
|
—
|
—
|
—
|
—
|
—
|
—
|
||
—
|
—
|
—
|
—
|
—
|
|||
Total Offering Amounts
|
$62,182,500
|
$9,178.14
|
|||||
Total Fee Offsets
|
—
|
||||||
Net Fees Due
|
$9,178.14
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (“Securities Act”), this Registration Statement shall also cover any additional shares of
the Registrant’s Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s
receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.
|
(2)
|
Represents shares of Registrant’s Common Stock reserved for issuance under its 2023 Equity Incentive Plan as of the date of this Registration Statement.
|
(3)
|
Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of the
high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Capital Market on December 13, 2023.
|
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