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): February 11, 2021
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)
(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):
| | ¨ | 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 1.02 Termination of a Material Definitive Agreement.
On February 8, 2021, MaryBeth Smith, the Vice President of Sales and Marketing of Iradimed Corporation (the “Company”), was terminated from the Company effective immediately.
Under Section 5 of the Employment Agreement, dated January 3, 2020, by and between the Company and Ms. Smith (the “Employment Agreement”), Ms. Smith was prohibited from being actively involved in any other business that would conflict with or interfere with her duties. The Company investigated Ms. Smith’s activities and concluded she was actively engaged in outside business activities that interfered with her duties to the Company, and without receiving the consent of the Company. As a result of these findings, Ms. Smith was terminated under Section 7(a) of the Employment Agreement.
The Employment Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 7, 2020.
Roger Susi, the Company’s President and Chief Executive Officer will assume the responsibilities of the Vice President of Sales and Marketing until a suitable candidate can be identified and appointed.
Item 9.01 Financial Statements and 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: February 11, 2021 | | |
| | By: | /s/Chris Scott |
| | Name: | Chris Scott |
| | Title: | Chief Financial Officer |
