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): July 1, 2016 (June 30, 2016)

MRI INTERVENTIONS, INC.

(Exact name of registrant as specified in its charter)

(949) 900-6833

(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):

Item 3.03. Material Modification to Rights of Security Holders.

On June 30, 2016, MRI Interventions, Inc. (the “Company”) entered into amendments (each an “Omnibus Amendment”) with respect to (i) two of the Company’s 12% Second-Priority Secured Non-Convertible Promissory Notes Due 2019 (“2019 Notes”) having an aggregate principal balance of $3,000,000, and (ii) two common stock warrants issued by the Company in connection with the 2019 Notes (“2019 Warrants”) entitling the holders to purchase up to an aggregate of 900,000 shares of the Company’s common stock.

Pursuant to the Omnibus Amendments, the Company and the two holders of the affected 2019 Notes and 2019 Warrants agreed that, in the event the Company closes a Qualified Public Offering (as that term is defined in the Omnibus Amendments):

On June 30, 2016, the Company also entered into an amendment with Brainlab AG (the “Brainlab Omnibus Amendment”) as holder of the Company’s (i) Second Amended and Restated Secured Note Due 2018 having a principal balance of $2,000,000 (the “Brainlab Note”) and (ii) the Series A Warrant to Purchase Common Stock issued by the Company in connection with the Brainlab Note entitling Brainlab AG to purchase up to 1,398,288 shares of the Company’s common stock (the “Brainlab Warrant”).

Pursuant to the Brainlab Omnibus Amendment, the Company and Brainlab AG agreed that, in the event the Company closes a Qualified Public Offering (as that term is defined in the Brainlab Omnibus Amendments):

The foregoing descriptions of the Omnibus Amendments and the Brainlab Omnibus Amendment are only summaries and are qualified in their entirety by the full text of the Omnibus Amendments and the Brainlab Omnibus Amendment, the forms of which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.

The special meeting of the stockholders of the Company was held on June 30, 2016 at the offices of Bass, Berry & Sims PLC, 100 Peabody Place, Suite 1300, Memphis, Tennessee 38103 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders considered and voted on the following proposals: (i) to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-15, 1-for-20, 1-for-25, 1-for-30, 1-for-35 or 1-for-40, with the specific ratio and effective time of the reverse stock split to be determined by the Company’s Board of Directors (Proposal 1); and (ii) to approve one or more adjournments to the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of Proposal 1 (Proposal 2).

The number of shares of common stock entitled to vote at the Special Meeting was 95,914,044. The number of shares of common stock present or represented by valid proxy at the Special Meeting was 67,285,327. All matters submitted to a binding vote of stockholders at the Special Meeting were approved. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Special Meeting, are set forth below:

1.       Reverse Stock Split

2.       Adjournment of the Special Meeting

Item 9.01. Financial Statements and Exhibits.

SIGNATURE

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.

Date: July 1, 2016