As filed with the Securities and Exchange Commission on September 4, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

IRADIMED CORPORATION
(Exact name of registrant as specified in its charter)

 
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)


Amended and Restated
Iradimed Corporation
2014 Equity Incentive Plan

(Full title of the Plans)


Chris Scott
Corporate Secretary
IRADIMED CORPORATION
1025 Willa Springs Drive
Winter Springs, FL  32708
(407) 677-8022
(Name, address and telephone number, including area code, of agent for service)



 Copies to:
Leib Orlanski, Esq.
Jacqulyn Lewis, Esq.
K&L Gates LLP
10100 Santa Monica Blvd., Seventh Floor
Los Angeles, CA  90067
(310) 552-5000
(310) 552-5001 — Facsimile



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 the Securities Act.  ☐



CALCULATION OF REGISTRATION FEE
 
         
 
Title of securities
to be registered
Amount to be
registered(1)
Proposed maximum 
offering
price per share
Proposed maximum 
aggregate
offering price
Amount of
registration fee
Common Stock, $0.0001 par value per share
1,000,000(2)
$21.21(3)
$21,210,000.00
$2,753.06

(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 additional shares of Registrant’s Common Stock reserved for issuance under its Amended and Restated 2014 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 August 31, 2020. 

 

 
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Iradimed Corporation. (“Registrant”) is filing this Registration Statement with the U.S. Securities and Exchange Commission (“SEC”) to register 1,000,000 additional shares of Common Stock under the Registrant’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”), pursuant to the provisions of the Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the SEC on September 26, 2014 (Registration No. 333-198971). In accordance with the instructional note to Part I of Form S-8 as promulgated by the SEC, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

Information Required in the Registration Statement

Item 3.
Incorporation of Documents by Reference.

The following documents, which have been filed with the SEC by the Registrant, pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:

(a)
the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed on March 6, 2020;

(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 8-A (File No. 001-36534) filed with SEC on July 10, 2014, including any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or

superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement, except as to specific section of such statements as set forth therein.
You should rely only on the information provided or incorporated by reference in this registration statement or any related prospectus. The Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this registration statement or any related prospectus is accurate as of any date other than the date on the front of the document.
Item 4.
Description of Securities.

Not applicable.
Item 5.
Interests of Named Experts and Counsel.

Not applicable.
Item 6.
Indemnification of Directors and Officers.

Section 102 of the General Corporation Law of the State of Delaware 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 for breaches of the director's duty of loyalty to the corporation or its stockholders, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of a law, authorizations of the payments of a dividend or approval of a stock repurchase or redemption in violation of Delaware corporate law or for any transactions from which the director derived an improper personal benefit. Our certificate of incorporation provides that no director will be liable to us or our stockholders for monetary damages for breach of fiduciary duties as a director, subject to the same exceptions as described above. We also expect to maintain standard insurance policies that provide coverage (1) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments we may make to such officers and directors.
Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlements actually and reasonably incurred by the person in connection with a threatened, pending, or completed 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, indemnification is limited to expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with defense or settlement of such action or suit and 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 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 Court of Chancery or such other court shall deem proper. In addition, to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding described above (or claim, issue, or matter therein), such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.  Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit, or proceeding may be advanced by the corporation upon receipt of an undertaking by such person to repay such amount if it is ultimately determined that such person is not entitled to indemnification by the corporation under Section 145 of the General Corporation Law of the State of Delaware.
The Registrant’s certificate of incorporation provides that it will, to the fullest extent permitted by law, indemnify any person made or threatened to be made a party to an action or proceeding by reason of the fact that he or she (or his or her testators or intestate) is or was the Registrant’s director or officer or serves or served at any other corporation, partnership, joint venture, trust or other enterprise in a similar capacity or as an employee or agent at the Registrant’s request, including service with respect to employee benefit plans maintained or sponsored by the Registrant, against expenses (including attorneys'), judgments, fines, penalties, and amounts paid in settlement incurred in connection with the investigation, preparation to defend, or defense of such action, suit, proceeding, or claim. However, the Registrant is not required to indemnify or advance expenses in connection with any action, suit, proceeding, claim, or counterclaim initiated by it or on its behalf. The Registrant’s amended and restated bylaws provide that it will indemnify and hold harmless each person who was or is a party or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was its director or officer, or is or was serving at its request in a similar capacity of another

corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (whether the basis of such action, suit, or proceeding is an action in an official capacity as a director or officer or in any other capacity while serving as a director of officer) to the fullest extent authorized by the Delaware General Corporation Law against all expense, liability and loss (including attorney's fees, judgments, fines, ERISA excise taxes, or penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection with such action, suit, or proceeding, and this indemnification continues after such person has ceased to be an officer or director and inures to the benefit of such person's heirs, executors, and administrators. The indemnification rights also include the right generally to be advanced expenses, subject to any undertaking required under Delaware General Corporation Law, and the right generally to recover expenses to enforce an indemnification claim or to defend specified suits with respect to advances of indemnification expenses.
The indemnification rights set forth above are not exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our certificate of incorporation, our bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
Item 7.
Exemption from Registration Claimed.

Not applicable.
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
 
 
 
 
 
 
Amended and Restated Iradimed Corporation 2014 Equity Incentive Plan and the forms of award agreements thereunder
 
 
 
10-Q
 
001-36534
 
August 6, 2020

Item 9.
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 a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(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, that paragraphs (a)(1)(i) and (a)(1)(ii), above, do not apply if the Registration Statement is on Form S-8 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.
(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.
(b)     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 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 the 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; and
(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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 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, State of Florida on this 4th day of September, 2020. 
 
IRADIMED CORPORATION
 
 
 
 
By:
/s/ Roger Susi
 
 
 
 
Name:
Roger Susi
 
Title:
President, Chief Executive Officer and Chairman of the
Board of Directors

Exhibit 24.1
POWER OF ATTORNEY
We, the undersigned directors and officers of IRADIMED CORPORATION, hereby severally constitute and appoint Roger Susi and Chris Scott, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution for him or her and in his or her name, place, and stead, in any and all capacities, to sign this Registration Statement of IRADIMED CORPORATION, and any or all amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as we might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, of 1933, 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
 
September 4, 2020
Roger Susi
 
(Principal Executive Officer)
 
 
 
 
 
/s/ Chris Scott
 
Chief Financial Officer and Corporate Secretary
 
September 4, 2020
Chris Scott
 
(Principal Financial and Accounting Officer)
 
 
 
 
 
/s/ Monty Allen
 
Director
 
September 4, 2020
Monty Allen
 
 
 
 
 
 
 
/s/ Anthony Vuoto
 
Director
 
September 4, 2020
Anthony Vuoto
 
 
 
 
 
 
 
/s/ James Hawkins
 
Director
 
September 4, 2020
James Hawkins
 
 
 
 


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

Exhibit 5.1


September 4, 2020
Iradimed Corporation
1025 Willa Springs Drive
Winter Springs, Florida 32708

Ladies and Gentlemen:

We have acted as counsel to Iradimed Corporation., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission on September 4, 2020 under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 1,000,000 shares (“Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issuable under the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”). This opinion letter is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K.

You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of rendering the opinion expressed below, we have examined (i) the Registration Statement; (ii) the Company’s Amended and Restated Certificate of Incorporation; (iii) the Company’s Third Amended and Restated Bylaws; (iv) certain proceedings of the Board of Directors of the Company (the “Board”) and the stockholders of the Company; (v) such other records of corporate actions of the Company relating to the Registration Statement and the authorization for issuance and sale of the Shares; (vi) the Plan and the forms of award agreements approved by the Board for use thereunder; and (vii) a certificate of an officer of the Company, dated as of the date hereof (the “Fact Certificate”). Additionally, we have made such investigation of law as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on the Fact Certificate.

In rendering our opinion below, we also have assumed that: (i) each document submitted to us is accurate and complete; (ii) each such document that is an original is authentic; (iii) each such document that is a copy conforms to an authentic original; (iv) all signatures on each such document are genuine; (v) the Company will have sufficiently authorized any unissued Common Stock at the time of each issuance of a Share under the Plan; (vi) the Shares will be evidenced by appropriate certificates, duly executed and delivered, or the Board will adopt a resolution providing that all Shares shall be uncertificated in accordance with Section 158 of the Delaware General Corporation Law (the “DGCL”) prior to their issuance; (vii) the issuance of each Share will be duly noted in the Company’s stock ledger upon issuance; and (viii) the Company will receive consideration for each Share at least equal to the par value of the Common Stock, in the amount required by the Plan and approved by the Board pursuant to a resolution authorizing the issuance of such Share adopted at a meeting or by unanimous consent to action without meeting in accordance with the DGCL. We have further assumed the legal capacity of natural persons, and we have assumed that each party to the documents we have examined or relied on has the legal capacity or authority and has satisfied all legal requirements that are applicable to that party to the extent necessary to make such documents enforceable against that party. We have not verified any of these assumptions.

Page 2
September 4, 2020


The opinions expressed in this opinion letter are limited to the DGCL. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of (i) any other laws; (ii) the laws of any other jurisdiction; or (iii) the laws of any county, municipality or other political subdivision or local governmental agency or authority.

Based upon, and subject to, the foregoing, it is our opinion that the Shares have been duly authorized for issuance by the Company and, when, and if, issued and sold in accordance with the terms of the Plan and any underlying award agreements, will be validly issued, fully paid and nonassessable. This opinion is expressed as of the date hereof and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

We assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur after the date hereof.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving our consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 
Yours truly,
    
/s/ K&L Gates LLP
      
K&L Gates LLP











Exhibit 23.1

Consent of Independent Registered Public Accounting Firm
 
 
We consent to the incorporation by reference in this Registration Statement on Form S-8 of IRADIMED CORPORATION of our reports dated March 6, 2020, relating to the financial statements and the effectiveness of internal control over financial reporting of IRADIMED CORPORATION, appearing in the Annual Report on Form 10-K of IRADIMED CORPORATION for the year ended December 31, 2019.
  
   
/s/ RSM US LLP
 
Orlando, Florida
September 4, 2020