Attached files
file | filename |
---|---|
EX-5.1 - EX-5.1 - IRADIMED CORP | a14-4225_10ex5d1.htm |
EX-23.1 - EX-23.1 - IRADIMED CORP | a14-4225_10ex23d1.htm |
As Filed with the Securities and Exchange Commission on July 16, 2014
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
IRADIMED CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or other jurisdiction of incorporation |
|
3841 (Primary Standard Industrial Classification |
|
73-1408526 (I.R.S. Employer |
1025 Willa Springs Dr.
Winter Springs, FL 32708
(407) 677-8022
(Address, including zip code, and telephone number,
including area code, of Registrants principal executive offices)
Roger Susi
President
iRadimed Corporation
1025 Willa Springs Dr.
Winter Springs, FL 32708
(407) 677-8022
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to
Leib Orlanski, Esq.
Anh Q. Tran, Esq.
K&L Gates LLP
10100 Santa Monica Blvd., 7th Floor
Los Angeles, California 90067
Telephone (310) 552-5000
Facsimile (310) 552-5001
Approximate Date of Proposed Sale to the Public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-196875
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
Accelerated filer o |
Non-accelerated filer o |
Smaller reporting company x |
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
| ||
Title of Each Class of |
|
Proposed |
|
Amount of |
| ||
Common Stock, $0.0001 par value per share(2) |
|
$ |
2,415,000 |
|
$ |
311.05 |
|
Underwriters Warrants to Purchase Common Stock(3) |
|
$ |
|
|
$ |
|
|
Common Stock Underlying Underwriters Warrants, $0.0001 par value per share(3) |
|
$ |
273,000 |
|
$ |
35.16 |
|
Total Registration Fee |
|
|
|
$ |
346.21 |
|
(1) Estimated solely for the purpose of calculating the amount of the registration in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
(2) Includes the aggregate offering price of additional shares the underwriters have the option to purchase in this offering to cover over-allotments, if any.
(3) The Registrant will sell to the underwriters for this public offering warrants to purchase up to 201,600 shares of common stock. The warrants will be exercisable at a per share exercise price of $8.13, which is equal to 130% of the public offering price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the underwriters warrants is $1,638,000. The registration fee for $1,365,000 of such amount was previously paid. In accordance with Rule 457(g) under the Securities Act, because the shares of the Registrants common stock underlying the underwriters warrants are registered hereby, no separate registration fee is required with respect to the warrants registered hereby.
(4) Registration fee being paid concurrently with the filing hereof.
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATION AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the Commission) by Iradimed Corporation, a Delaware corporation (the Company), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of the Companys Registration Statement on Form S-1 (Registration No. 333-196875), which was declared effective by the Commission on July 15, 2014.
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
All exhibits filed with or incorporated by reference in Registration Statement No. 333-196875 are incorporated by reference into, and shall be deemed part of, this registration statement, except the following which are filed herewith:
Exhibit |
|
Document |
|
|
|
5.1 |
|
Opinion of K&L Gates LLP |
23.1 |
|
Consent of McGladrey LLP, Independent Registered Public Accounting Firm. |
23.3 |
|
Consent of K&L Gates LLP (contained in Exhibit 5.1) |
24.1* |
|
Power of Attorney |
* Incorporated by reference to Registration Statement on Form S-1 (file no. 333-196875).
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winter Springs, Florida, on the 16th day of July, 2014.
|
Iradimed Corporation | |
|
|
|
|
By: |
/s/ Roger Susi |
|
Name: |
Roger Susi |
|
Title: |
Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:
SIGNATURE |
|
TITLE |
|
DATE |
|
|
|
|
|
/s/ Roger Susi |
|
Chief Executive Officer, President, and Director (Principal Executive Officer) |
|
July 16, 2014 |
Roger Susi |
|
|
|
|
|
|
|
|
|
/s/ Chris Scott |
|
Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) |
|
July 16, 2014 |
Chris Scott |
|
|
|
|
|
|
|
|
|
* |
|
Chairman of the Board |
|
July 16, 2014 |
James Hawkins |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
July 16, 2014 |
Serge Novovich |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
July 16, 2014 |
Monty Allen |
|
|
|
|
* By: |
/s/ Roger Susi |
|
|
Roger Susi, as Attorney in Fact |
INDEX TO EXHIBITS
Exhibit |
|
Document |
|
|
|
5.1 |
|
Opinion of K&L Gates LLP |
23.1 |
|
Consent of McGladrey LLP, Independent Registered Public Accounting Firm. |
23.3 |
|
Consent of K&L Gates LLP (contained in Exhibit 5.1) |
24.1* |
|
Power of Attorney |
* Incorporated by reference to Registration Statement on Form S-1 (file no. 333-196875).