0001325618false00013256182024-05-292024-05-29

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 29, 2024

IRADIMED CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

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001-36534

    

73-1408526

(Commission File Number)

 

(IRS Employer Identification No.)

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1025 Willa Springs Dr., Winter Springs, FL

    

32708

(Address of principal executive offices)

 

(Zip Code)

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(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. ☐

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class:

    

Trading Symbol

    

Name of each exchange on which registered:

Common stock, par value $0.0001

 

IRMD

 

NASDAQ Capital Market

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Item 1.01Entry into a Material Definitive Agreement.

On May 29, 2024, IRADIMED CORPORATION, a Delaware corporation (the “Company”), entered into that certain Amendment to Susi, LLC Lease Agreement (the “Lease Amendment”) with SUSI, LLC, a Florida limited liability company(the “Landlord”), controlled by the Company’s President, Chief Executive Officer, and Chairman of the Board, Roger Susi, which amended that certain Susi, LLC Lease Agreement (the “Lease”), dated as of January 17, 2014, related to the Company’s manufacturing and headquarters facility in Winter Springs, Florida (the “Premises”).

Under the Lease Amendment, the term of the Lease was extended an additional one year and now expires on May 31, 2025 (the “Lease Extension”). Subject to prior written notice to the Landlord given not later than 30 days prior to the expiration of the Lease, the Company may remain in possession of the Premises on a month-to-month basis, for an aggregate period not to exceed six months (the “Monthly Tenancy”).  The Monthly Tenancy automatically will continue on a monthly basis for each successive month following expiration of the Lease Extension, and will terminate on the earlier of (a) the last day of the calendar month designated in the Company’s written notice to the Landlord terminating the Monthly Tenancy, given at least 15 days prior to the designated termination date, and (b) November 30, 2025.

Pursuant to the terms of the Lease Amendment, the monthly base rent will be $34,133, adjusted annually for changes in the consumer price index. Under the terms of the Lease, the Company is responsible for insurance and maintenance expenses.

The foregoing description of the Lease Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Lease Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01Financial Statements and Exhibits.

(d)            Exhibits

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Exhibit No.

Description

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99.1

Amendment to Susi, LLC Lease Agreement, dated May 29, 2024, by and between IRADIMED CORPORATION and SUSI, LLC.

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104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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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.

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IRADIMED CORPORATION

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Date: June 3, 2024

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By:

/s/John Glenn

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Name:

John Glenn

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Title:

Chief Financial Officer

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Exhibit 99.1

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AMENDMENT TO SUSI, LLC LEASE AGREEMENT

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TIDS AMENDMENT TO SUSI, LLC LEASE AGREEMENT (this “Amendment”) is made May 29, 2024 (the “Effective Date”) between SUSI, LLC, a Florida limited liability company (“Landlord”), and IRADIMED CORPORATION, a Delaware corporation (“Tenant”).

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RECITALS

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A.

Landlord and Tenant are parties to that certain Susi, LLC Lease Agreement dated as of January 17, 2014 (the “Lease”), for the lease of the approximately 23,400 square foot entire single-story building located at 1025 Willa Springs Drive, Winter Springs, Seminole County, Florida (the “Premises”). Capitalize terms not otherwise defined in this Amendment will have the meanings assigned to such terms in the Lease.

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B.

The Lease Term, as previously renewed for the first Renewal Option, will expire May 31, 2024 (the “Expiration Date”). The Lease provides for a second Renewal Option in favor of Tenant to extend the Lease Term for an additional five (5) year period. In lieu of exercise of the second Renewal Option, Tenant desires to extend the Lease Term for a period of twelve (12) months, to expire May 31, 2025 (the “Extended Term”).

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C.

Landlord and Tenant desire to amend the Lease as set forth herein to, among other things, extend the Lease Term for the Extended Term.

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NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid by each party hereto to the other, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

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1.

Extension of Lease Term.

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(a)

Extended Term. The Lease Term is extended for the Extended Term, to expire May 31, 2025.

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(b)

Waiver of Second Renewal Option. By this Amendment, Tenant hereby waives exercise of the second Renewal Option as provided under Section 36 of the Lease, and the Lease is amended to delete Section 36 in its entirety.

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(c)

Monthly Tenancy. Subject to prior written notice to Landlord given not later than thirty (30) days prior to expiration of the Lease Term, Tenant may remain in possession of the Premises on a month-to-month basis, for an aggregate period not to exceed six (6) months (the “Monthly Tenancy”). The Monthly Tenancy automatically shall continue on a monthly basis for each successive month following expiration of the Extended Term, and shall terminate on the earlier of (a) the last day of the calendar month designated in Tenant’s written notice to Landlord terminating the Monthly Tenancy, given at least 15 days prior to the designated termination date, and (b) November 30, 2025.

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Page 1 of 3

(d)

Holdover Tenancy. Any holdover tenancy after termination of the Monthly Tenancy with Landlord’s consent shall be construed to be a month-to-month tenancy. Any holdover tenancy after termination of the Monthly Tenancy without Landlord’s consent shall be construed as a tenancy at sufferance.

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(e)

Applicable Lease Terms. The Extended Term, the Monthly Tenancy, and any other holdover possession shall be and remain subject to the terms, covenants and conditions of the Lease, except as amended by this Amendment, including the continuing obligation to pay rent at the then-current rate and on the terms for payment as provided for annual minimum rental and additional rent under the Lease, subject to annual adjustment as otherwise provided in Section 3(a) of the Lease.

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2.

Ratification of Lease. Except as amended hereby, the Lease shall be and remain in full force and effect and unchanged. As amended hereby, the Lease is hereby ratified and confirmed by Landlord and Tenant. To the extent the terms of this Amendment are inconsistent with the terms of the Lease, this Amendment shall be controlling.

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3.

Counterparts: Electronic Signatures. This Amendment may be executed in counterparts with the same effect as if both parties hereto had executed the same document. Both counterparts shall be construed together and shall constitute a single instrument. The parties hereto consent and agree that this Amendment may be signed and/or transmitted by facsimile, e-mail of a .pdf document or using electronic signature technology (e.g., via DocuSign), and that such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s handwritten signature. The parties further consent and agree that (i) to the extent a party signs this Amendment using electronic signature technology, such as by clicking “SIGN” or words of similar import, such party is signing this Amendment electronically, and (ii) the electronic signatures appearing on this Amendment shall be treated, for purposes of validity, enforceability and admissibility, the same as handwritten signatures.

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[SIGNATURE PAGE FOLLOWS]

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Page 2 of 3

IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be executed as of the Effective Date.

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LANDLORD:

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SUSI, LLC, a Florida limited liability company

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By:

/s/ Roger Susi

Name:

Roger Susi

Title:

Managing Member

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TENANT:

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IRADIMED CORPORATION, a Delaware corporation

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By:

/s/ John F. Glenn

Name:

John F. Glenn

Title:

CFO

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[Signature Page to Amendment to Susi, LLC Lease Agreement]

Page 3 of 3

v3.24.1.1.u2
Document and Entity Information
May 29, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 29, 2024
Entity File Number 001-36534
Entity Registrant Name IRADIMED CORPORATION
Entity Central Index Key 0001325618
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 73-1408526
Entity Address, Address Line One 1025 Willa Springs Dr.
Entity Address, City or Town Winter Springs
Entity Address State Or Province FL
Entity Address, Postal Zip Code 32708
City Area Code 407
Local Phone Number 677-8022
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common stock, par value $0.0001
Trading Symbol IRMD
Security Exchange Name NASDAQ
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