Report of Foreign Issuer (6-k)

 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2015

Commission File Number: 001-34975

IMRIS INC.
(Translation of registrant's name into English)

100-1370 Sony Place, Winnipeg, Manitoba, Canada R3T 1N5
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

☐ Form 20-F

☒ Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

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INCORPORATION BY REFERENCE

 

Exhibits 99.1 to this form 6-K shall be incorporated by reference as an exhibit to the Registration Statement No. 333-199241 of IMRIS Inc. on Form F-3. 

 

 

DOCUMENTS FILED AS PART OF THIS FORM 6-K

 

See the Exhibit Index hereto.

 

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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, thereunto duly authorized.

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	IMRIS Inc.
	(Registrant)
Date: April 22, 2015	By:	/s/ Jay D. Miller
		_____________________________________
	Name:	Jay D. Miller
	Title:	President and CEO

 

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EXHIBIT INDEX

99.1	Material Change Report
99.2	News Release Dated April 22, 2015 - IMRIS Announces Receipt of Nasdaq Notice of Bid Price Deficiency

 

 

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Exhibit 99.1

 

FORM 51-102F3

Material Change Report

 

Item 1		Name and Address of Company
		IMRIS Inc. (the “ Company ”)
		100 - 1370 Sony Place
		Winnipeg, Manitoba
		Canada, R3T 1N5
Item 2		Date of Material Change
		April 22, 2015
Item 3		News Release
		News release attached as Schedule “A” was disseminated on April 22, 20154 via Canada NewsWire.
Item 4		Summary of Material Change
		`
		IMRIS Inc. announced today that the Company received a letter, dated April 20, 2015, from the NASDAQ Stock Market LLC (“Nasdaq”) stating that for the previous 30 consecutive business days the bid price of the Company’s common stock closed below the minimum $1.00 per share required for continued listing under Nasdaq Listing Rule 5450(a)(1).
Item 5		Full Description of Material Change

 

 

		5.1	Full Description of Material Change
		See news release attached hereto as Schedule “A” dated April 22, 2015.
		5.2	Disclosure for Restructuring Transactions
		N/A

 

Item 6		Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
		N/A
Item 7		Omitted Information
		N/A.
Item 8		Executive Officer

 

		Name of Executive Officer:	Jay D. Miller
		Title:	President and CEO
		Telephone Number:	763-203-6304

 

Item 9		Date of Report
		April 22, 2015

 

 

Schedule “A”

 

 

IMRIS Announces Receipt of Nasdaq Notice of Bid Price Deficiency

MINNEAPOLIS, MN, April 22, 2015 - IMRIS Inc. (NASDAQ: IMRS; TSX: IM) announced today that the Company received a letter, dated April 20, 2015, from the NASDAQ Stock Market LLC ("Nasdaq") stating that for the previous 30 consecutive business days the bid price of the Company's common stock closed below the minimum $1.00 per share required for continued listing under Nasdaq Listing Rule 5450(a)(1).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until October 19, 2015, to regain compliance with the minimum bid requirement.  If at any time during the 180 calendar day grace period, the closing bid price per share of the Company's common stock is at or above $1.00 for a minimum of ten consecutive business days, the Company will regain compliance and the matter will be closed.  In the event the Company does not regain compliance, the Company may be eligible for an additional period to regain compliance, subject to satisfying certain Nasdaq requirements.  If it appears to the Nasdaq staff that the Company will not be able to cure the deficiency or if the Company is not otherwise eligible for the additional compliance period, the Company's common stock will be subject to delisting by Nasdaq.

About IMRIS 
IMRIS (NASDAQ: IMRS; TSX: IM) is a global leader in providing image guided therapy solutions through its VISIUS Surgical Theatre - a revolutionary, multifunctional surgical environment that provides unmatched intraoperative vision to clinicians to assist in decision making and enhance precision in treatment. The multi-room suites incorporate diagnostic quality high-field MR, CT and angio modalities accessed effortlessly in the operating room setting. VISIUS Surgical Theatres serve the neurosurgical, cardiovascular, spinal and cerebrovascular markets and have been selected by leading medical institutions around the world. For more information, visit www.imris.com.

Forward-Looking Statements
This press release may contain or refer to forward-looking information based on current expectations.  In some cases, forward-looking statements can be identified by terminology such as "anticipate", "may", "expect", "believe", "prospective", "continue" or the negative of these terms or other similar expressions concerning matters that are not historical facts.  These statements should not be understood as guarantees of future performance or results.  Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements.  Although such statements are based on management's reasonable assumptions, there can be no assurance that actual results will be consistent with such statements.  Forward-looking statements are subject to significant risks and uncertainties, and other factors that could cause actual results to differ materially from expected results.  These forward-looking statements are made as of the date hereof and we assume no responsibility to update or revise them to reflect new events or circumstances

For further information, please contact:

Jeffery Bartels

Director – Finance

IMRIS Inc.

Tel: [phone]

Email: [e-mail]

Exhibit 99.2

 

IMRIS Announces Receipt of Nasdaq Notice of Bid Price Deficiency

MINNEAPOLIS, April 22, 2015 /CNW/ - IMRIS Inc. (NASDAQ: IMRS; TSX: IM) announced today that the Company received a letter, dated April 20, 2015, from the NASDAQ Stock Market LLC ("Nasdaq") stating that for the previous 30 consecutive business days the bid price of the Company's common stock closed below the minimum $1.00 per share required for continued listing under Nasdaq Listing Rule 5450(a)(1).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until October 19, 2015, to regain compliance with the minimum bid requirement. If at any time during the 180 calendar day grace period, the closing bid price per share of the Company's common stock is at or above $1.00 for a minimum of ten consecutive business days, the Company will regain compliance and the matter will be closed. In the event the Company does not regain compliance, the Company may be eligible for an additional period to regain compliance, subject to satisfying certain Nasdaq requirements. If it appears to the Nasdaq staff that the Company will not be able to cure the deficiency or if the Company is not otherwise eligible for the additional compliance period, the Company's common stock will be subject to delisting by Nasdaq.

About IMRIS 
IMRIS (NASDAQ: IMRS; TSX: IM) is a global leader in providing image guided therapy solutions through its VISIUS Surgical Theatre - a revolutionary, multifunctional surgical environment that provides unmatched intraoperative vision to clinicians to assist in decision making and enhance precision in treatment. The multi-room suites incorporate diagnostic quality high-field MR, CT and angio modalities accessed effortlessly in the operating room setting. VISIUS Surgical Theatres serve the neurosurgical, cardiovascular, spinal and cerebrovascular markets and have been selected by leading medical institutions around the world. For more information, visit www.imris.com.

Forward-Looking Statements
This press release may contain or refer to forward-looking information based on current expectations.  In some cases, forward-looking statements can be identified by terminology such as "anticipate", "may", "expect", "believe", "prospective", "continue" or the negative of these terms or other similar expressions concerning matters that are not historical facts. These statements should not be understood as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that actual results will be consistent with such statements. Forward-looking statements are subject to significant risks and uncertainties, and other factors that could cause actual results to differ materially from expected results. These forward-looking statements are made as of the date hereof and we assume no responsibility to update or revise them to reflect new events or circumstances

SOURCE IMRIS Inc.

%CIK: 0001489161

For further information: Jeffery Bartels, Director - Finance, IMRIS Inc., Tel: [phone], Email: [e-mail]

CO: IMRIS Inc.

CNW 17:28e 22-APR-15