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Form 8-K IRADIMED CORP For: Oct 04

October 6, 2022 4:09 PM EDT

 
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): October 4, 2022
 
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, Florida
 
32708
(Address of principal executive offices)
 
(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:
 
 

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))
 
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

 
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. ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class:
 
Trading Symbol
 
Name of each exchange on which registered:
Common stock, par value $0.0001
 
IRMD
 
NASDAQ Capital Market











Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of New Director

On October 4, 2022, the Board of Directors (the “Board”) of iRadimed Corporation (the “Company”) increased the size of the Board to a total of 5 Directors and elected Ms. Hilda Scharen-Guivel as a Director, both effective October 4, 2022. The Board has not elected Ms. Scharen-Guivel to any Board Committee at this time.

Ms. Scharen-Guivel does not have any material relationships with the Company, and there are no transactions between her and the Company that would be required to be reported under Item 404(a) of Regulation S-K. There is also no arrangement or understanding between Ms. Scharen-Guivel and the Company pursuant to which she was selected as a Director. Ms. Scharen-Guivel will receive compensation generally consistent with that received by non-employee Directors, as described in the Company’s most recent Proxy Statement for the 2022 Annual Meeting of Stockholders.

A copy of the press release issued by the Company on October 6, 2022 announcing the above actions is attached as Exhibit 99.1 hereto.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 
Exhibit No.
 
Description
     
 
 
 
 
104
 
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

 
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: October 6, 2022
 
 
 
By:
/s/ John “Jack” Glenn                                                           
 
Name: John “Jack” Glenn
 
Title: Chief Financial Officer
 

ATTACHMENTS / EXHIBITS

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