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): December 15, 2014
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, FL | | 32708 |
(Address of Principal Executive Offices) | | (Zip Code) |
(407) 677-8022
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 15, 2014, the Board of Directors (the “Board”) of IRADIMED CORPORATION (the “Company”) approved amendments to the Company’s bylaws effective immediately upon their adoption by the Board (as amended, the “Amended Bylaws”).
The Amended Bylaws were amended to provide for fee-shifting with respect to certain types of litigation brought by current or prior stockholders or anyone on their behalf against the Company and/or any director, officer, employee or affiliate where the claiming party does not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought. The Amended Bylaws were also amended to provide that if any provision of the Amended Bylaws is held invalid, illegal or unenforceable, then the validity, legality, and enforceability of the remaining provisions of the Amended Bylaws will not, as a result, be affected or impaired.
The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Document |
| | |
3.2 | | Bylaws of IRADIMED CORPORATION, as amended and restated as of December 15, 2014. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IRADIMED CORPORATION |
| |
| |
Date: December 16, 2014 | | |
| By: | /s/ Chris Scott |
| Name: | Chris Scott |
| Title: | Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. | | Document |
| | |
3.2 | | Bylaws of IRADIMED CORPORATION, as amended and restated as of December 15, 2014. |
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