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): July 15, 2020
IRADIMED CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-36534
(Commission File Number)
73-1408526
(IRS Employer Identification No.)
 
 
(IRS Employer Identification No.)
(Address of Principal Executive Offices)
32708
(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))
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

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. ☐


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

On July 15, 2020, Iradimed Corporation (the “Company”) entered into a Separation Agreement (the “Agreement”) with Louis Waldman in connection with Mr. Waldman’s retirement.

Pursuant to the Agreement, Mr. Waldman will continue to serve as the Company’s Controller through the period ending Friday, July 24, 2020 (the “Retirement Date”), and will remain eligible to receive his 2020 annual performance bonus, on a prorated basis. Under the terms of the Agreement, effective as of the Retirement Date, Mr. Waldman will receive: (i) a one-time addition of 120 hours to his total paid time-off balance; (ii) Company-paid health insurance through November 30, 2020; and (iii) accelerated vesting of all of Mr. Waldman’s unvested restricted stock units, amounting to 5,155 shares of the Company’s common stock. The Agreement also provides that the restrictive covenants set forth in that certain Employment Agreement, dated September 18, 2018 (the “Employment Agreement”), by and between the Company and Mr. Waldman, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 24, 2018, remain in effect in accordance with the terms set forth in the Employment Agreement.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01                                        Financial Statements and Exhibits.

(d)
Exhibits

Exhibit No.
  
Description
   



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: July 16, 2020
By:
/s/ Chris Scott
 
  Name:
Chris Scott  
  Title:
Chief Financial Office  

Exhibit 10.1

SEPARATION AGREEMENT

This Separation Agreement is between Iradimed Corporation (“Iradimed”) and Louis Waldman (“Employee”).

As Employee desires to retire, this Agreement sets forth terms of service and compensation for the remaining time of his employment until retirement.

Employee agrees to the following points related to services:

-
Continue to provide services to Iradimed as full-time Controller through the period ending Friday, July 24, 2020 (“Retirement Date”). Employee will perform his duties faithfully and with due diligence for the duration of this Separation Agreement.

-
The terms of the 2018 Employment Agreement between Iradimed and Employee related to non-competition, non-solicitation, and confidentiality remain in effect throughout the period of Employee’s employment with Iradimed and afterward as defined in the 2018 Employment Agreement.

Iradimed agrees to the following points related to compensation and benefits:


-
Acceleration of the vesting schedule of Employee’s 5,155 unvested Restricted Stock Units from the 2014 Equity Incentive Plan between Iradimed and Employee.


-
Eligibility for 2020 bonus on a prorated basis. Currently, Iradimed pays an annual performance bonus to company officers in the first quarter of the following year, based on performance criteria related to measurements and assessments of the preceding year. The Employee will be eligible, on a prorated basis, for the 2020 bonus and will be evaluated consistently with other company officers with respect to such bonus. This bonus will be due and payable to the Employee at the same time as other officers, subject to normal withholdings for income and employment taxes, although Employee shall have already ceased providing services earlier.


-
Employee will receive a one-time addition of 120 hours to his total Paid Time-Off (“PTO”) hours available. This addition to Employee’s PTO accrual will occur upon signing and execution of the Separation Agreement.


-
Employee will receive company paid health insurance through November 30, 2020.

By signing below, Iradimed and Employee agree to the terms and conditions of this Separation Agreement.


By: /s/  Louis Waldman                                                                                    
By: /s/   Roger Susi                                                                                    

Louis Waldman
Controller
Iradimed Corporation


Roger Susi
Chairman, Board of Directors
Iradimed Corporation
Date:  July 15, 2020                                                                                                     
Date:  July 15, 2020