IRADIMED CORP - FORM 10-Q - November 6, 2017

Attached files

file	filename
EX-32.1 - EX-32.1 - IRADIMED CORP	a17-20606_1ex32d1.htm
EX-31.2 - EX-31.2 - IRADIMED CORP	a17-20606_1ex31d2.htm
EX-31.1 - EX-31.1 - IRADIMED CORP	a17-20606_1ex31d1.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2017

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No.: 001-36534

IRADIMED CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware		73-1408526
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number

1025 Willa Springs Drive
Winter Springs, Florida		32708
(Address of principal executive offices)		(Zip Code)

(407) 677-8022

(Registrant’s telephone number, including area code)

N/A

(Former Name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer x
Non-accelerated filer o		Smaller reporting company o
		Emerging growth company x

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. Yes x No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The registrant had 10,555,233 shares of common stock, par value $0.0001 per share, outstanding as of October 31, 2017.

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IRADIMED CORPORATION

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				Page
Part I	Financial Information

	Item 1	Condensed Financial Statements		2

		(a)	Condensed Balance Sheets as of September 30, 2017 (Unaudited) and December 31, 2016	2

		(b)	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2017 and 2016 (Unaudited)	3

		(c)	Condensed Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017 and 2016 (Unaudited)	4

		(d)	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016 (Unaudited)	5

		(e)	Notes to Unaudited Condensed Financial Statements	6

	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15

	Item 3	Quantitative and Qualitative Disclosures About Market Risk		22

	Item 4	Controls and Procedures		23

Part II	Other Information

	Item 1	Legal Proceedings		23

	Item 1A	Risk Factors		23

	Item 2	Unregistered Sale of Equity Securities and Use of Proceeds		39

	Item 3	Default Upon Senior Securities		39

	Item 4	Mine Safety Disclosures		39

	Item 5	Other Information		39

	Item 6.	Exhibits		40

Signatures				41

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

IRADIMED CORPORATION

CONDENSED BALANCE SHEETS

	September 30, 2017			December 31, 2016
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	18,406,305		$	17,713,871
Accounts receivable, net of allowance for doubtful accounts of $34,751 as of September 30, 2017 and $44,308 as of December 31, 2016	3,508,432			3,775,699
Investments	6,804,783			7,965,521
Inventory, net	4,129,357			3,886,590
Prepaid expenses and other current assets	287,061			362,900
Prepaid income taxes	311,217			151,820
Total current assets	33,447,155			33,856,401
Property and equipment, net	1,853,506			1,456,149
Intangible assets, net	885,713			918,712
Deferred income taxes	1,553,469			789,402
Other assets	179,785			173,820
Total assets	$	37,919,628		$	37,194,484
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	794,446		$	1,120,830
Accrued payroll and benefits	1,438,417			1,035,266
Other accrued taxes	68,247			119,094
Warranty reserve	48,513			40,905
Deferred revenue	1,380,618			1,033,146
Other current liability	120,634			120,634
Accrued income taxes	—			192,006
Total current liabilities	3,850,875			3,661,881
Deferred revenue	1,928,347			1,643,478
Total liabilities	5,779,222			5,305,359
Stockholders’ equity:
Common stock; $0.0001 par value; 31,500,000 shares authorized; 10,554,753 shares issued and outstanding as of September 30, 2017 and 10,722,675 shares issued and outstanding as of December 31, 2016	1,076			1,072
Additional paid-in capital	13,808,596			12,055,188
Retained earnings	20,171,907			19,869,714
Treasury stock	(1,818,542		)	—
Accumulated other comprehensive loss	(22,631		)	(36,849		)
Total stockholders’ equity	32,140,406			31,889,125
Total liabilities and stockholders’ equity	$	37,919,628		$	37,194,484

See accompanying notes to unaudited condensed financial statements.

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IRADIMED CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2017		2016			2017		2016
Revenue	$	5,689,724	$	7,673,217		$	16,376,648	$	26,506,275
Cost of revenue	1,307,767		1,405,884			3,929,699		4,850,748
Gross profit	4,381,957		6,267,333			12,446,949		21,655,527
Operating expenses:
General and administrative	2,551,290		1,869,927			6,848,472		7,217,854
Sales and marketing	1,251,901		1,346,742			3,940,216		4,039,550
Research and development	382,704		457,134			1,373,005		983,291
Total operating expenses	4,185,895		3,673,803			12,161,693		12,240,695
Income from operations	196,062		2,593,530			285,256		9,414,832
Other income (expense), net	28,715		(4,017		)	79,377		23,092
Income before provision for income taxes	224,777		2,589,513			364,633		9,437,924
Provision for income tax expense	32,384		1,029,029			48,507		3,364,179
Net income	$	192,393	$	1,560,484		$	316,126	$	6,073,745
Net income per share:
Basic	$	0.02	$	0.15		$	0.03	$	0.56
Diluted	$	0.02	$	0.13		$	0.03	$	0.50
Weighted average shares outstanding:
Basic	10,565,598		10,684,650			10,664,132		10,852,476
Diluted	11,643,044		11,867,997			11,710,377		12,055,467

See accompanying notes to unaudited condensed financial statements.

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IRADIMED CORPORATION

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2017		2016			2017		2016
Net income	$	192,393	$	1,560,484		$	316,126	$	6,073,745
Other comprehensive income:
Change in fair value of available-for-sale securities, net of tax expense (benefit) of $2,159 and $(7,211) for the three months ended September 30, 2017 and 2016, respectively, and $5,825 and $(1,220) for the nine months ended September 30, 2017 and 2016, respectively	3,576		(13,049		)	9,623		(1,156		)
Realized loss on available-for-sale securities reclassified to net income, net of tax benefit of $119 and $12,778 for the three months ended September 30, 2017 and 2016, respectively, and $2,162 and $29,495 for the nine months ended September 30, 2017 and 2016, respectively	122		22,091			4,595		51,047
Other comprehensive income	3,698		9,042			14,218		49,891
Comprehensive income	$	196,091	$	1,569,526		$	330,344	$	6,123,636

See accompanying notes to unaudited condensed financial statements.

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IRADIMED CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
	2017			2016
Operating activities:
Net income	$	316,126		$	6,073,745
Adjustments to reconcile net income to net cash provided by operating activities:
Change in allowance for doubtful accounts	(9,557		)	19,100
Change in provision for excess and obsolete inventory	38,021			86,543
Depreciation and amortization	970,705			709,871
Write-off of non-trade accounts receivable	205,444			—
Excess tax benefit on the exercise of stock options	—			(550,431		)
Stock-based compensation	1,735,078			1,788,045
Loss on maturities of investments	6,757			80,542
Changes in operating assets and liabilities:
Accounts receivable	71,380			(648,730		)
Inventory	(273,121		)	(1,170,928		)
Prepaid expenses and other current assets	(576,504		)	(622,454		)
Other assets	(6,714		)	(87,001		)
Deferred income taxes	(769,615		)	(638,467		)
Accounts payable	(334,051		)	(13,542		)
Accrued payroll and benefits	403,151			7,667
Other accrued taxes	(50,847		)	160,594
Warranty reserve	7,608			4,061
Deferred revenue	632,341			1,259,997
Other current liabilities	—			115,489
Accrued income taxes, net of prepaid income taxes	(351,403		)	608,526
Net cash provided by operating activities	2,014,799			7,182,627
Investing activities:
Purchases of investments	(1,321,257		)	(4,284,445		)
Proceeds from maturity of investments	2,495,004			4,075,103
Purchases of property and equipment	(653,171		)	(547,087		)
Capitalized intangible assets	(28,800		)	(588,228		)
Net cash provided by (used in) investing activities	491,776			(1,344,657		)
Financing activities:
Proceeds from stock option exercises	49,460			217,015
Taxes paid related to the net share settlement of equity awards	(45,059		)	—
Income tax benefit credited to equity	—			550,431
Purchases of treasury stock	(1,818,542		)	(9,969,468		)
Net cash used in financing activities	(1,814,141		)	(9,202,022		)
Net increase (decrease) in cash and cash equivalents	692,434			(3,364,052		)
Cash and cash equivalents, beginning of period	17,713,871			19,368,114
Cash and cash equivalents, end of period	$	18,406,305		$	16,004,062
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	1,171,964		$	3,392,722

See accompanying notes to unaudited condensed financial statements.

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IRADIMED CORPORATION

Notes to Unaudited Condensed Financial Statements

1 — Basis of Presentation

The accompanying interim condensed financial statements of IRADIMED CORPORATION (“IRADIMED”, the “Company”, “we”, “our”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The interim financial information is unaudited, but reflects all normal adjustments that are, in the opinion of management, necessary for the fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

These accompanying interim condensed financial statements should be read with the financial statements and related footnotes to financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016. The accounting policies followed in the preparation of these interim condensed financial statements are consistent in all material respects with those described in Note 1 of our Form 10-K.

Certain prior year amounts have been reclassified to conform to current year presentation.

FDA Warning Letter

The FDA conducted a routine inspection of our prior facility between April 7 and April 16, 2014. This was the first FDA inspection of our facility since the voluntary product recall in August 2012 of certain infusion sets and the voluntary recall in July 2013 of our DERS software. The FDA issued a Form 483 on April 16, 2014 that identified eight observations. The majority of the observations related to procedural and documentation issues associated with the design, development, validation testing and documentation of software used in certain of our products. Other observations were related to the design validation of pump labeling, design analysis of tube stretching, procedures for post-market design review, and control and procedures related to handling certain reported complaints. We submitted a response to the Form 483 in May 2014 and June 2014 in which we described our proposed corrective and preventative actions to address each of the FDA’s observations.

On September 2, 2014, we received a Warning Letter from the FDA related to this inspection (the “Warning Letter”). The Warning Letter stated that the FDA accepted as adequate several of our responses to Form 483 observations, identified two responses whose accuracy will be determined in the next scheduled inspection of our facility and identified issues for which our response was determined to be inadequate. The issues identified as inadequate concern our procedures for validating device design primarily related to software quality assurance.

Also, the Warning Letter raised a new issue. The Warning Letter stated that modifications made to software on our previously cleared infusion pumps, the MRidium 3860 and MRidium 3850, were “significant” and required submission of new premarket notifications under Section 510(k) (a “510(k) submission”) of the FDC Act. These modifications were made over time. We believe they were insignificant and did not require premarket notification submissions. However, the FDA indicated that the modifications of the software for the MRidium 3860 and the software for the MRidium 3850 were “significant” modifications because they could significantly affect the safety or effectiveness of these devices. As a result, the Warning Letter states that the products being sold by us are “adulterated” and “misbranded” under the FDC Act. The Warning Letter also indicates that the MRidium 3860+ infusion pump requires separate FDA clearance from the MRidium 3860 and MRidium 3850.

The Warning Letter requested that we immediately cease activities that result in the misbranding or adulteration of the MRidium 3860 MRI infusion pump, MRidium 3850 MRI infusion pump, and the MRidium 3860+ MRI infusion pump, including the commercial distribution of the devices. We immediately complied with the Warning Letter and ceased sale and distribution of the identified products in the United States.

On September 4, 2014, we submitted to the FDA our initial response to the Warning Letter and on September 17, 2014 we sent an additional response that included supplemental information related to the Form 483 inspection observations for which the FDA considered our initial responses inadequate.

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On November 25, 2014, we announced that we filed the 510(k) submission related to our MRidium 3860+ MRI IV infusion pumps and on December 12, 2014 we were notified that our 510(k) submission had been formally accepted for review by the FDA. On December 22, 2014, under FDA enforcement discretion, we announced that we resumed domestic distribution of our MRI compatible MRidium 3860+ MRI IV infusion pump systems, without the DERS option. On January 28, 2015, under FDA enforcement discretion, we announced that we resumed domestic distribution of our DERS option. On December 9, 2015, we met with the FDA to review responses to the agency’s additional information letter.

On December 15, 2016, we received FDA 510(k) clearance for our MRidium 3860+ MRI IV infusion pump system, including the DERS software feature. We continue to pursue closure of the Warning Letter, however, as of September 30, 2017, the Warning Letter remains open.

Certain Significant Risks and Uncertainties

Recent Accounting Pronouncements

Accounting Pronouncements Implemented in 2017

In July 2015, the FASB issued Accounting Standard Update (“ASU”) 2015-11, Simplifying the Measurement of Inventory (Topic 330). The amendments in this update require that inventory within the scope of this ASU be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments in this ASU do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured at first-in, first-out (FIFO) or average cost. The update is effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period. We adopted this guidance effective January 1, 2017 on a prospective basis. The adoption of this guidance did not impact our financial condition, results of operations or cash flows.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740). The amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in the update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this update. The update is effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period. We adopted this guidance effective January 1, 2017 on a retrospective basis. As a result of the adoption, $311,871 of deferred taxes was reclassified from current to noncurrent assets, as of December 31, 2016.

In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation (Topic 718). This update identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the recognition of excess tax benefits and deficiencies, the classification of excess tax benefits on the statement of cash flows, classification of awards as either equity or liabilities and an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur. This update is effective for annual and interim periods beginning after December 15, 2016. We adopted this guidance effective January 1, 2017.

Beginning January 1, 2017, excess tax benefits and deficiencies are reflected in the Statement of Operations as a component of the provision for income tax expense, whereas they were previously recognized as additional paid-in capital on the Balance Sheet. Adoption of this guidance resulted in the recognition of net tax deficiencies of $580 and $63,157 in our provision for income tax expense, with the effect of increasing our income tax expense for the three and nine months ended September 30, 2017.

Additionally, beginning on January 1, 2017, and on a prospective basis, the guidance now requires excess tax benefits and deficiencies be presented in the Statement of Cash Flows as an operating activity rather than as a financing activity, while the payment of withholding taxes on the net share settlement of equity awards be presented as a financing activity. The implementation of this guidance did not have a material impact on the Statement of Cash Flows for the nine months ended September 30, 2017. Prior period amounts were not retrospectively adjusted.

Effective January 1, 2017, we elected to recognize forfeitures as they occur rather than continue to estimate forfeitures expected to occur. This change in accounting policy resulted in an immaterial cumulative-effect adjustment to retained earnings for the nine months ended September 30, 2017.

The remaining updates required by this standard did not have a material impact to our interim unaudited condensed financial statements.

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Recently Issued Accounting Pronouncements to be Implemented

In May 2014, the FASB issued ASU 2014-09, Revenue Contracts with Customers (Topic 606). This update provides guidance on the recognition of revenue based upon the entity’s contracts with customers to transfer goods or services at an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. This update is effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period, which will require us to adopt this update in the first quarter of 2018. Early adoption is now permitted. Our preliminary assessment indicates implementation of this standard will not have a material impact on the financial statements. Our evaluation has included determining whether the unit of account (i.e., performance obligations) will change as compared to current GAAP, as well as determing the standalone selling price for each performance obligation. Standalone selling prices under ASU 2014-09 may not be substantially different from the Company’s current methodologies of establishing fair value on multiple element arrangements. We continue to evaluate the impact of this guidance and its subsequent amendments on the financial position and results of operations, and any preliminary assessments are subject to change.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update requires lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by all leases not considered short-term leases. For short-term leases, lessees may elect an accounting policy by class of underlying assets under which right-of-use assets and lease liabilities are not recognized and lease payments are generally recognized as expense over the lease term on a straight-line basis. The accounting by lessors will remain largely unchanged from current U.S. GAAP. This update is effective for annual periods beginning after December 15, 2018, including interim periods within that reporting period, which will require us to adopt this update in the first quarter of 2019. Early adoption is permitted. We have only one material lease contract outstanding, for our sole facility. We are in the process of determining the method and date of adoption and assessing the impact of the update on our financial condition and results of operations.

2 — Basic and Diluted Net Income per Share

Basic net income per share is based upon the weighted-average number of common shares outstanding during the period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The underwriters’ warrants, stock options and restricted stock units granted by us represent the only dilutive effect reflected in diluted weighted-average shares outstanding.

The following table presents the computation of basic and diluted net income per share:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(unaudited)				(unaudited)
Net income	$	192,393	$	1,560,484	$	316,126	$	6,073,745
Weighted-average shares outstanding — Basic	10,565,598		10,684,650		10,664,132		10,852,476
Effect of dilutive securities:
Underwriters’ warrants	—		103,268		—		104,069
Stock options	1,060,598		1,077,209		1,041,997		1,097,957
Restricted stock units	16,848		2,870		4,248		965
Weighted-average shares outstanding — Diluted	11,643,044		11,867,997		11,710,377		12,055,467
Basic net income per share	$	0.02	$	0.15	$	0.03	$	0.56
Diluted net income per share	$	0.02	$	0.13	$	0.03	$	0.50

Stock options and warrants to purchase shares of our common stock and restricted stock units excluded from the calculation of diluted net income per share because the effect would have been anti-dilutive are as follows:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2017	2016	2017	2016
	(unaudited)		(unaudited)
Anti-dilutive stock options and restricted stock units	466,702	83,913	507,329	89,347

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3 — Inventory

Inventory consists of:

	September 30, 2017			December 31, 2016
	(unaudited)
Raw materials	$	3,594,517		$	3,241,642
Work in process	272,163			135,626
Finished goods	446,219			716,666
Inventory before allowance for excess and obsolete	4,312,899			4,093,934
Allowance for excess and obsolete	(183,542		)	(207,344		)
Total	$	4,129,357		$	3,886,590

4 — Property and Equipment

Property and equipment consist of:

	September 30, 2017			December 31, 2016
	(unaudited)
Computer software and hardware	$	487,136		$	462,352
Furniture and fixtures	416,526			358,587
Leasehold improvements	191,139			191,139
Machinery and equipment	1,998,411			1,064,957
Tooling in-process	215,092			578,098
	3,308,304			2,655,133
Accumulated depreciation	(1,454,798		)	(1,198,984		)
Total	$	1,853,506		$	1,456,149

Depreciation and amortization expense of property and equipment was $97,991 and $58,903 for the three months ended September 30, 2017 and 2016, respectively, and $255,814 and $168,900 for the nine months ended September 30, 2017 and 2016, respectively.

5 — Intangible Assets

The following table summarizes the components of intangible asset balances:

	September 30, 2017			December 31, 2016
	(unaudited)
Patents — in use	$	168,383		$	168,383
Patents — in process	95,871			67,071
Internally developed software — in use	867,569			148,967
Internally developed software — in process	—			718,602
Trademarks	23,017			23,017
	1,154,840			1,126,040
Accumulated amortization	(269,127		)	(207,328		)
Total	$	885,713		$	918,712

Amortization expense of intangible assets was $20,600 and $2,634 for the three months ended September 30, 2017 and 2016, respectively, and $61,799 and $15,382 for the nine months ended September 30, 2017 and 2016, respectively.

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Expected annual amortization expense for the remaining portion of 2017 and the next five years related to intangible assets is as follows:

Three months ending December 31, 2017	$	20,600
2018	82,398
2019	82,398
2020	82,398
2021	82,398
2022	82,398

6 — Stock-Based Compensation

Stock-based compensation was recognized as follows in the Condensed Statements of Operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(unaudited)				(unaudited)
Cost of revenue	$	57,144	$	36,023	$	152,574	$	106,723
General and administrative	699,196		15,964		1,149,371		1,241,856
Sales and marketing	122,282		126,527		342,775		398,131
Research and development	34,653		13,942		90,358		41,335
Total	$	913,275	$	192,456	$	1,735,078	$	1,788,045

On July 17, 2017 (“Modification Date”), our Board of Directors approved a modification to the underwriters’ warrants originally issued pursuant to our initial public offering (“IPO Warrants”). This modification extends the expiration date of the IPO Warrants from the Modification Date to July 17, 2019 and revises the strike price from $8.125 to $10.05. The fair value of the amended IPO Warrants is $2.42 per share as measured using the Black-Scholes options pricing model. Related to this modification, we recognized $380,452 of expense during the three and nine months ended September 30, 2017, which is included in General and administrative expenses in our Condensed Statements of Operations. As of September 30, 2017, IPO Warrants to purchase 181,600 shares of our common stock remained outstanding.

As of September 30, 2017 we had $762,023 of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.3 years. As of September 30, 2017, we had $2,125,894 of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 2.7 years.

The following table presents a summary of our stock-based compensation activity for the nine months ended September 30, 2017:

	Stock Options		Restricted Stock Units
Outstanding beginning of period	1,482,204		159,646
Awards granted	3,000		70,984
Awards exercised/vested	(25,511	)	(20,224	)
Awards canceled	(16,000	)	(4,318	)
Outstanding end of period	1,443,693		206,088

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7 — Investments

Our investments consisted of corporate bonds that we have classified as available-for-sale and are summarized in the following tables:

	September 30, 2017
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Corporate bonds:
U.S. corporations	$	5,872,289	$	3,569	$	28,824	$	5,847,034
International corporations	971,087		1,645		14,983		957,749
Total	$	6,843,376	$	5,214	$	43,807	$	6,804,783

	December 31, 2016
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Corporate bonds:
U.S. corporations	$	6,814,295	$	385	$	52,072	$	6,762,608
International corporations	1,211,645		2,241		10,973		1,202,913
Total	$	8,025,940	$	2,626	$	63,045	$	7,965,521

Unrealized losses from the above investments for all periods presented are attributable to changes in interest rates. We do not believe any of these unrealized losses represent other-than-temporary impairments based on our evaluation of available evidence as of September 30, 2017.

8 — Fair Value Measurements

The fair value of our assets and liabilities subject to recurring fair value measurements are as follows:

	Fair Value at September 30, 2017
	Fair Value		Quoted Prices in Active Market for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Corporate bonds:
U.S. corporations	$	5,847,034	$	—	$	5,847,034	$	—
International corporations	957,749		—		957,749		—
Total	$	6,804,783	$	—	$	6,804,783	$	—

	Fair Value at December 31, 2016
	Fair Value		Quoted Prices in Active Market for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Corporate bonds:
U.S. corporations	$	6,762,608	$	—	$	6,762,608	$	—
International corporations	1,202,913		—		1,202,913		—
Total	$	7,965,521	$	—	$	7,965,521	$	—

Our corporate bonds are valued by a third-party custodian at closing prices from national exchanges or pricing vendors on the valuation date.

There were no transfers into or out of any Levels during the nine months ended September 30, 2017 or the year ended December 31, 2016.

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9 — Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of tax, for the three months ended September 30, 2017 and 2016 are as follows:

	Unrealized (Losses) Gains on Available-For-Sale Securities
Balances at June 30, 2017	$	(26,329	)
Gains, net	3,576
Reclassification realized in net earnings	122
Balances at September 30, 2017	$	(22,631	)

Balances at June 30, 2016	$	(14,436	)
Losses, net	(13,049		)
Reclassification realized in net earnings	22,091
Balances at September 30, 2016	$	(5,394	)

The components of accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2017 and 2016 are as follows:

	Unrealized (Losses) Gains on Available-For-Sale Securities
Balances at December 31, 2016	$	(36,849	)
Gains, net	9,623
Reclassification realized in net earnings	4,595
Balances at September 30, 2017	$	(22,631	)

Balances at December 31, 2015	$	(55,285	)
Losses, net	(1,156		)
Reclassification realized in net earnings	51,047
Balances at September 30, 2016	$	(5,394	)

10 — Income Taxes

We recorded provisions for income tax expense of $32,384 and $48,507 for the three and nine months ended September 30, 2017, respectively. Our effective tax rate was 14.4% and 13.3% for the three and nine months ended September 30, 2017, respectively. Our effective tax rates for the three and nine months ended September 30, 2017 differed from the U.S. Federal statutory rate primarily due to favorable tax return adjustments, domestic production activities deductions and a discrete item related to certain employee incentive stock options, partially offset by expense associated with employee incentive stock options and U.S. state tax expense.

We recorded provisions for income tax expense of $1,029,029 and $3,364,179 for the three and nine months ended September 30, 2016, respectively. Our effective tax rate was 39.7% and 35.6% for the three and nine months ended September 30, 2016, respectively. Our effective tax rates for the three and nine months ended September 30, 2016 differed from the U.S. Federal statutory rate primarily due to U.S. state tax expense, partially offset by the domestic production activities deduction and research and development credits.

As of September 30, 2017 and December 31, 2016, we have not identified or accrued for any uncertain tax positions. We are currently unaware of any uncertain tax positions that could result in significant payments, accruals or other material deviations in this estimate over the next 12 months.

We file tax returns in the United States Federal jurisdiction and many state jurisdictions. Our returns are not currently under examination by the Internal Revenue Service or other taxing authorities. The Company is subject to income tax examinations for our United States Federal and State income taxes for 2013 and subsequent years.

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11 — Segment, Customer and Geographic Information

We operate in one reportable segment which is the development, manufacture and sale of MRI compatible medical devices, related accessories and services for use by hospitals and acute care facilities during MRI procedures.

In the U.S., we sell our products through our direct sales force and outside of the U.S. we sell our products through distributors who resell our products to end users.

Revenue information by geographic region is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(unaudited)				(unaudited)
United States	$	5,016,550	$	6,914,921	$	14,176,357	$	23,784,112
International	673,174		758,296		2,200,291		2,722,163
Total revenue	$	5,689,724	$	7,673,217	$	16,376,648	$	26,506,275

Revenue information by type is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(unaudited)				(unaudited)
Devices:
IV infusion pump system	$	3,606,327	$	5,890,612	$	9,888,166	$	21,323,224
Patient monitoring systems	118,598		122,074		907,622		181,802
Total Devices revenue	3,724,925		6,012,686		10,795,788		21,505,026
Disposable IV sets and services	1,964,799		1,660,531		5,580,860		5,001,249
Total revenue	$	5,689,724	$	7,673,217	$	16,376,648	$	26,506,275

Property and equipment, net, information by geographic region is as follows:

	September 30, 2017		December 31, 2016
	(unaudited)
United States	$	1,316,365	$	1,112,382
International	537,141		343,767
Total property and equipment, net	$	1,853,506	$	1,456,149

Long-lived assets held outside of the United States consist principally of tooling, which is a component of property and equipment, net.

12 — Commitments and Contingencies

Leases. In January 2014, we entered into a non-cancelable operating lease, commencing July 1, 2014, for a new manufacturing and headquarters facility in Winter Springs, Florida owned by Susi, LLC, an entity controlled by our President and CEO, Roger Susi. Pursuant to the terms of our lease for this property, the monthly base rent is $33,171, adjusted annually for changes in the consumer price index. Under the terms of the lease, we are responsible for property taxes, insurance and maintenance expenses. The term of the lease expires on May 31, 2019. Unless advance written notice of termination is timely provided, the lease will automatically renew for two successive terms of five years each beginning in 2019 and again in 2024, and thereafter, will be renewed for successive terms of one year each.

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A summary of our non-cancelable operating lease commitments of September 30, 2017 is as follows:

Three months ending December 31, 2017	$	99,513
2018	398,051
2019	165,855
2020	—
2021	—
Total non-cancelable operating lease commitments	$	663,419

Rent expense under our operating leases was $103,197 and $101,372 for the three months ended September 30, 2017 and 2016, respectively, and $306,221 and $303,811 for the nine months ended September 30, 2017 and 2016, respectively.

Leasehold improvements are amortized over the shorter of the initial lease term or the estimated useful life.

Purchase commitments. We had various purchase orders for goods or services totaling approximately $2,400,000 at September 30, 2017 and $3,700,000 at December 31, 2016. No amounts related to these purchase orders have been recognized in our balance sheet.

Legal matters. We may from time to time become party to various legal proceedings or claims that arise in the ordinary course of business.

13 — Common Stock

The table below summarizes our common stock activity (shares):

Balance, December 31, 2016	10,722,675
Option exercises	25,511
Vesting of restricted stock units, net of shares withheld for taxes	16,489
Treasury stock	(209,922	)
Balance, September 30, 2017	10,554,753

14 — Subsequent Event

On October 26, 2017, we issued a press release announcing that our 3880 MRI compatible patient vital signs monitoring system had been 510(k) cleared by the U.S. Food and Drug Administration.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition (“MD&A”) supplements the MD&A in the Company’s Annual Report filed on Form 10-K. The MD&A should be read in conjunction with the Risk Factors section of this Quarterly Report, our condensed financial statements and accompanying footnotes, the discussion of certain risks and uncertainties contained in Part II, Item 1A of this Quarterly Report, the Form 10-K and the cautionary information regarding forward-looking statements at the end of this section.

Some of the statements contained in this MD&A and elsewhere in this Quarterly Report are forward-looking statements that involve substantial risks and uncertainties. All statements other than historical facts contained in this report, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “may,” “will,” “continue,” “should,” “plan,” “predict,” “potential” and other similar expressions. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Our actual results could differ materially from those anticipated in these forward-looking statements, which are subject to a number of risks, uncertainties and assumptions including, but not limited to the risks discussed in the Risk Factor section of this Quarterly Report.

Our Business

We develop, manufacture, market and distribute Magnetic Resonance Imaging (“MRI”) compabtible medical devices and accessories and services relating to them.

We are a leader in the development of innovative MRI compatible medical devices and the only known provider of non-magnetic intravenous (“IV”) infusion pump systems that are specifically designed to be safe for use during MRI procedures. We were the first to develop an infusion delivery system that largely eliminates many of the dangers and problems present during MRI procedures. Standard infusion pumps contain magnetic and electronic components which can create radio frequency interference and are dangerous to operate in the presence of the powerful magnet that drives an MRI system. Our patented MRidium® MRI compatible IV infusion pump system has been designed with a non-magnetic ultrasonic motor, uniquely-designed non-ferrous parts and other special features in order to safely and predictably deliver anesthesia and other IV fluids during various MRI procedures. Our pump solution provides a seamless approach that enables accurate, safe and dependable fluid delivery before, during and after an MRI scan, which is important to critically-ill patients who cannot be removed from their vital medications, and children and infants who must generally be sedated in order to remain immobile during an MRI scan.

Each IV infusion pump system consists of an MRidium® MRI compatible IV infusion pump, non-magnetic mobile stand, proprietary disposable IV tubing sets and many of these systems contain additional optional upgrade accessories.

Our 3880 MRI compatible patient vital signs monitoring system has been designed with non-magnetic components and other special features in order to safely and accurately monitor a patient’s vital signs during various MRI procedures. The IRADIMED 3880 monitor is rated for operation in magnetic fields up to 30,000 gauss, which means it can operate virtually anywhere in the MRI scanner room. The IRADIMED 3880 has a compact, lightweight design, facilitating the transportation of patients from their critical care unit, to the MRI and back, resulting in increased patient safety through uninterrupted vital signs monitoring and decreasing the amount of time critically ill patients are away from critical care units. The features of the IRADIMED 3880 include: wireless ECG with dynamic gradient filtering; wireless SpO2 using Masimo® algorithms; respiratory CO2; non-invasive blood pressure; patient temperature, and; optional advanced multi-gas anesthetic agent unit featuring continuous Minimum Alveolar Concentration measurements. The IRADIMED 3880 MRI compatible patient vital signs monitoring system has an easy-to-use design, small form factor and unique wireless tablet remote control that allows for the effective communication of patient vital signs information to clinicians located in the MRI control room. Our 3880 MRI compatible patient vital signs monitoring system is currently available to domestic and international customers.

We generate revenue from the one-time sale of MRI compatible medical devices and accessories, ongoing service contracts and the sale of disposable products used with our devices. The principal customers for our MRI compatible products include hospitals and acute care facilities, both in the United States and internationally.

We sell our MRI compatible products through our direct sales force in the U.S. and independent distributors internationally. We have distribution agreements for our products with 49 independent distributors selling our products internationally. We also enter into agreements with healthcare supply contracting companies in the U.S., which enable us to sell and distribute our MRidium MRI compatible IV infusion pump systems to their member hospitals. Under these agreements, we are required to pay these group purchasing organizations (“GPOs”) a fee of three percent of the sales of our products to their member hospitals. Our current GPO contracts effectively give us the ability to sell to more than approximately 95% of all U.S. hospitals and acute care facilities.

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During 2015, we began experiencing extended selling cycles for our medical devices; however, historical selling cycles for our devices varied widely and were typically three to six months in duration.

FDA Warning Letter

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Financial Highlights and Outlook

Our revenue decreased $(2.0) million, or (25.8)%, to $5.7 million for the third quarter ended September 30, 2017, compared to $7.7 million for the third quarter of last year. Net income was $0.2 million, or $0.02 per diluted share, in the third quarter ended September 30, 2017, compared to $1.6 million, or $0.13 per diluted share, in the third quarter last year. During the third quarter of 2017, we recognized revenue on 103 pump systems, compared to 184 pump systems during the same period in 2016.

For the remainder of 2017, we expect our revenues to increase, when compared to same period in 2016, as we continue to focus on penetrating the MRI compatible IV pump market of first-time adopters more deeply. We intend to continue targeting hospitals and acute care facilities that have yet to adopt our technology and penetrating the Intensive Care Unit, Emergency Room and other critical care locations within hospitals where there is a high probability that interventional radiology procedures will need to be performed on patients. Additionally, we expect to expand international sales of our new MRI compatible patient vital signs monitor and plan to commence shipments of this device in the U.S. during the fourth quarter of 2017, if FDA clearance is received by that time. We expect higher full year 2017 operating expenses compared to 2016 due to higher sales and marketing, regulatory, research and development expenses and a one-time charge related to the modification of the underwriters’ warrants.

Application of Critical Accounting Policies

We prepare our financial statements in conformity with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and use assumptions that affect the reported amounts of assets, liabilities and related disclosures at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

We believe that the following critical accounting policies require the use of significant estimates, assumptions, and judgments.

· Revenue recognition

· Accounts receivable and allowance for doubtful accounts

· Inventory carried at the lower of cost or net realizable value

· Stock-based compensation

· Income taxes

These critical accounting policies are described in more detail in our Annual Report filed on Form 10-K, under Management’s Discussion and Analysis and Results of Operations. Except as disclosed in Note 1 to the unaudited condensed financial statements contained herein related to the adoption of recent accounting pronouncements, there have been no changes to these policies during the three and nine months ended September 30, 2017.

The use of different estimates, assumptions, and judgments could have a material effect on the reported amounts of assets, liabilities and related disclosures as of the date of the financial statements and revenue and expenses during the reporting period.

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Results of Operations

The following table sets forth selected statements of operations data as a percentage of total revenue for the periods indicated. Our historical operating results are not necessarily indicative of the results for any future period.

	Percent of Revenue Three Months Ended September 30,				Percent of Revenue Nine Months Ended September 30,
	2017		2016		2017		2016
Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue	23.0		18.3		24.0		18.3
Gross profit	77.0		81.7		76.0		81.7
Operating expenses:
General and administrative	44.8		24.4		41.8		27.2
Sales and marketing	22.0		17.6		24.1		15.2
Research and development	6.7		6.0		8.4		3.7
Total operating expenses	73.6		47.9		74.3		46.2
Income from operations	3.4		33.8		1.7		35.5
Other income (expense), net	0.5		(0.1	)	0.5		0.1
Income before provision for income taxes	4.0		33.7		2.2		35.6
Provision for income tax expense	0.6		13.4		0.3		12.7
Net income	3.4	%	20.3	%	1.9	%	22.9	%

Three and Nine Months Ended September 30, 2017 and 2016

Revenue by Geographic Region

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017		2016		Change		2017		2016		Change
United States	$	5,016,550	$	6,914,921	(27.5	)%	$	14,176,357	$	23,784,112	(40.4	)%
International	673,174		758,296		(11.2	)%	2,200,291		2,722,163		(19.2	)%
Total revenue	$	5,689,724	$	7,673,217	(25.8	)%	$	16,376,648	$	26,506,275	(38.2	)%

Revenue by Type

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017		2016		Change		2017		2016		Change
Devices:
IV infusion pump system	$	3,606,327	$	5,890,612	(38.8	)%	$	9,888,166	$	21,323,224	(53.6	)%
Patient monitoring systems	118,598		122,074		(2.8	)%	907,622		181,802		399.2	%
Total Devices revenue	3,724,925		6,012,686		(38.0	)%	10,795,788		21,505,026		(49.8	)%
Disposable IV sets and services	1,964,799		1,660,531		18.3	%	5,580,860		5,001,249		11.6	%
Total revenue	$	5,689,724	$	7,673,217	(25.8	)%	$	16,376,648	$	26,506,275	(38.2	)%

For the three months ended September 30, 2017, revenue decreased $(2.0) million, or (25.8)%, to $5.7 million from $7.7 million for the same period in 2016. This decrease is primarily due to a decrease in the number of MRI compatible IV infusion pump systems that we recognized in revenue, partially offset by a higher average selling price for our infusion pump systems resulting from a favorable product sales mix as we sold more higher priced optional pump features per pump sale on average in the third quarter 2017 compared to the third quarter 2016. During the three months ended September 30, 2017, we recognized revenue on 103 MRI compatible IV infusion pumps compared to 184 pumps for the same period in 2016. The average selling price of our MRI compatible IV infusion pump systems during the three months ended September 30, 2017 was approximately $35,000, compared to $32,000 for the same period in 2016.

For the three months ended September 30, 2017, revenue from sales in the U.S. decreased $(1.9) million, or (27.5)%, to $5.0 million from $6.9 million for the same period in 2016. Revenue from sales internationally decreased $(0.1) million, or (11.2)%, to $0.7 million for the three months ended September 30, 2017, from $0.8 million for the same period in 2016. International revenue for the three months ended September 30, 2017 included $0.1 million in sales of our 3880 MRI compatible patient vital signs monitoring system. Domestic sales accounted for 88.2% of total revenue in the third quarter 2017, compared to 90.1% in the third quarter 2016.

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For the three months ended September 30, 2017, revenue from sales of devices decreased $(2.3) million, or (38.0)%, to $3.7 million from $6.0 million for the same period in 2016. Revenue from devices for the three months ended September 30, 2017 included $0.1 million in sales of our 3880 MRI compatible patient vital signs monitoring system.

For the three months ended September 30, 2017, revenue from sales of our disposable IV sets and services increased $0.3 million, or 18.3%, to $2.0 million from $1.7 million for the same period in 2016. We expect revenue from sales of disposables and services to increase relative to the sales of devices as the installed base of our MRI compatible IV infusion pumps systems increases.

For the nine months ended September 30, 2017, revenue decreased $(10.1) million, or (38.2)%, to $16.4 million from $26.5 million for the same period in 2016. This decrease is primarily due to a decrease in the number of MRI compatible IV infusion pump systems that we recognized in revenue, partially offset by international sales of our MRI compatible patient vital signs monitoring systems and a higher average selling price for our infusion pump systems resulting from a favorable product sales mix as we sold more higher priced optional pump features per pump sale on average in the first nine months of 2017 compared to the same period in 2016. During the nine months ended September 30, 2017, we recognized revenue on 282 MRI compatible IV infusion pumps compared to 709 pumps for the same period in 2016. The average selling price of our MRI compatible IV infusion pump systems during the nine months ended September 30, 2017 was approximately $35,000, compared to $30,100 for the same period in 2016.

For the nine months ended September 30, 2017, revenue from sales in the U.S. decreased $(9.6) million, or (40.4)%, to $14.2 million from $23.8 million for the same period in 2016. Revenue from sales internationally decreased $(0.5) million, or (19.2)%, to $2.2 million for the nine months ended September 30, 2017, from $2.7 million for the same period in 2016. International revenue for the nine months ended September 30, 2017 included $0.8 million in sales of our 3880 MRI compatible patient vital signs monitoring system. Domestic sales accounted for 86.6% of total revenue for the nine months ended September 30, 2017, compared to 89.7% for the same period in 2016.

For the nine months ended September 30, 2017, revenue from sales of devices decreased $(10.7) million, or (49.8)%, to $10.8 million from $21.5 million for the same period in 2016. Revenue from devices for the nine months ended September 30, 2017 included $0.8 million in sales of our 3880 MRI compatible patient vital signs monitoring system.

For the nine months ended September 30, 2017, revenue from sales of our disposable IV sets and services increased $0.6 million, or 11.6%, to $5.6 million from $5.0 million for the same period in 2016. We expect revenue from sales of disposables and services to increase relative to the sales of devices as the installed base of our MRI compatible IV infusion pumps systems increases.

Cost of Revenue and Gross Profit

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Revenue	$	5,689,724		$	7,673,217		$	16,376,648		$	26,506,275
Cost of revenue	1,307,767			1,405,884			3,929,699			4,850,748
Gross profit	$	4,381,957		$	6,267,333		$	12,446,949		$	21,655,527
Gross profit percentage	77.0		%	81.7		%	76.0		%	81.7		%

For the three months ended September 30, 2017, cost of revenue decreased $(1.0) million, or (7.0)%, to $1.3 million from $1.4 million for the same period in 2016. Gross profit decreased $(1.9) million, or (30.1)%, to $4.4 million for the third quarter 2017 from $6.3 million for the same period in 2016. The decrease in cost of revenue and gross profit is primarily attributable to lower sales of our MRI compatible IV infusion pump systems. Gross profit margin was 77.0% for third quarter 2017, compared to 81.7% for the third quarter 2016. This is the result of unfavorable overhead absorption rates due to lower production output during the third quarter 2017 when compared to the third quarter 2016, higher depreciation and amortization expense and higher international sales as a percent of total revenue when compared to the same period last year.

For the nine months ended September 30, 2017, cost of revenue decreased $(1.0) million, or (19.0)%, to $3.9 million from $4.9 million for the same period in 2016. Gross profit decreased $(9.3) million, or (42.5)%, to $12.4 million for the nine months ended September 30, 2017 from $21.7 million for the same period in 2016. The decrease in cost of revenue and gross profit is primarily attributable to lower sales of our MRI compatible IV infusion pump systems. Gross profit margin was 76.0% for the nine months ended September 30, 2017, compared to 81.7% for the same period in 2016. This is the result of unfavorable overhead absorption rates due to lower production output during the nine months ended September 30, 2017 when compared to the same period in 2016, higher depreciation and amortization expense and higher international sales as a percent of total revenue when compared to the same period last year.

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Operating Expenses

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
General and administrative	$	2,551,290		$	1,869,927		$	6,848,472		$	7,217,854
Percentage of revenue	44.8		%	24.4		%	41.8		%	27.2		%
Sales and marketing	$	1,251,901		$	1,346,742		$	3,940,216		$	4,039,550
Percentage of revenue	22.0		%	17.6		%	24.1		%	15.2		%
Research and development	$	382,704		$	457,134		$	1,373,005		$	983,291
Percentage of revenue	6.7		%	6.0		%	8.4		%	3.7		%

General and Administrative

For the three months ended September 30, 2017, general and administrative expense increased $0.7 million, or 36.4%, to $2.6 million from $1.9 million for the same period last year. This increase is primarily due to higher expenses for stock compensation expense related to a one-time charge for the modification of the underwriters’ warrants, payroll and employee benefits and regulatory costs, partially offset by lower expenses for corporate franchise taxes and GPO administration fees due to lower sales.

For the nine months ended September 30, 2017, general and administrative expense decreased $(0.4) million, or (5.1)%, to $6.8 million from $7.2 million for the same period last year. This decrease is primarily due to lower expenses for GPO administrative fees due to lower sales, corporate franchise taxes and legal and professional fees, partially offset by higher expenses for payroll and employee benefits, the write-off of non-trade accounts receivable and regulatory costs.

Sales and Marketing

For the three months ended September 30, 2017, sales and marketing expense decreased $(0.1) million, or (7.0)%, to $1.25 million from $1.35 million for the same period in 2016. This is primarily the result of lower expenses for recruiting and sales meeting costs.

For the nine months ended September 30, 2017, sales and marketing expense decreased $(0.1) million, or (2.5)%, to $3.9 million from $4.0 million for the same period in 2016. This is primarily the result of lower expenses for sales commissions due to lower sales, stock compensation and recruiting, offset by higher payroll expense due to the higher employee count when compared to the same period in 2016.

Research and Development

For the three months ended September 30, 2017, research and development expense decreased $(0.1) million, or (16.3)%, to $0.4 million from $0.5 million for the same period in 2016. This is primarily the result of lower expenses for consulting and outside engineering services, partially offset by higher payroll expenses due to higher employee count when compared to the same period in 2016.

For the nine months ended September 30, 2017, research and development expense increased $0.4 million, or 39.6%, to $1.4 million from $1.0 million for the same period in 2016. This is primarily the result of higher expenses for payroll due to higher employee count and consulting costs, partially offset by lower expenses for outside engineering services.

Other Income, Net

Other income, net consists of interest income, foreign currency gains and losses, and other miscellaneous income. For the three months ended September 30, 2017, we reported other income of approximately $29,000 compared to other expense of approximately $4,000 for the same period in 2016. This increase is primarily due lower losses on the maturity of securities during the third quarter 2017 compared to the third quarter 2016.

For the nine months ended September 30, 2017 and 2016, we reported other income of approximately $79,000 and $23,000, respectively. This increase is primarily due to lower losses on the maturity of securities during the nine months ended September 30, 2017 compared to the same period in 2016.

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Income Taxes

Liquidity and Capital Resources

Our principal sources of liquidity have historically been our cash and cash equivalents balances, our investments, cash flow from operations and access to the financial markets. Our principal uses of cash are operating expenses, working capital requirements, capital expenditures and share repurchases.

As of September 30, 2017, we had cash and cash equivalents and investments of $25.2 million, stockholders’ equity of $32.1 million, and working capital of $29.6 million. As of December 31, 2016, we had cash and cash equivalents and investments of $25.7 million, stockholders’ equity of $31.9 million, and working capital of $30.2 million.

We believe that our current cash and cash equivalents and any cash generated from operations will be sufficient to meet our ongoing operating requirements for at least the next 12 months. We do not anticipate requiring additional capital; however, if required or desirable, we may seek to obtain a credit facility, raise debt or issue additional equity in the private or public markets.

	Nine Months Ended September 30,
	2017			2016
Net cash provided by operating activities	$	2,014,799		$	7,182,627
Net cash provided by (used in) investing activities	491,776			(1,344,657		)
Net cash used in financing activities	(1,814,141		)	(9,202,022		)

For the nine months ended September 30, 2017, cash from operations decreased $(5.2) million to $2.0 million, compared to $7.2 million for the same period in 2016. This decrease was primarily the result of lower net income; higher net cash outflows related to accrued income taxes and accounts payable; partially offset by higher net cash inflows from reduced inventory purchases, higher accounts receivable receipts and lower cash outflows for accrued payroll. The sum of our net income and certain non-cash expense items, such as stock compensation, the write-off of non-trade accounts receivable, depreciation and amortization of property and equipment and intangible assets was $2.6 million for the nine months ended September 30, 2017 compared to $8.0 million for the same period last year.

Cash provided by investing activities was $0.5 million for the nine months ended September 30, 2017, compared to cash used in investing activities of $1.3 million for the same period in 2016. During the nine months ended September 30, 2017, we had cash inflows of $2.5 million related to the maturities of certain investments, which were partially offset by $1.3 million of cash used to purchase additional investments and $0.7 million of cash used to purchase property and equipment. During the nine months ended September 30, 2016, we had cash outflows of $4.3 million related to the purchase of additional investments, which was partially offset by $4.1 million related to the maturities of certain investments. Also during the nine months ended September 30, 2016, we capitalized $0.6 million of intangible assets and purchased $0.5 million of property and equipment.

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Cash used in financing activities was $1.8 million for the nine months ended September 30, 2017, compared to $9.2 million during the same period in 2016 and primarily relates to purchases of treasury stock. During the nine months ended September 30, 2017, we purchased $1.8 million of treasury stock, compared to $10.0 million during the same period in 2016.

Our manufacturing and headquarters facility has been leased from Susi, LLC, an entity controlled by our President and CEO, Roger Susi. Pursuant to the terms of our lease, the monthly base rent is $33,171, adjusted annually for changes in the consumer price index.

Off-Balance Sheet Arrangements

Under our amended and restated bylaws, we have agreed to indemnify our officers and directors for certain events or occurrences arising as a result of the officer or director serving in such capacity. We have a director and officer liability insurance policy that limits our exposure under these indemnifications and enables us to recover a portion of any future loss arising out of them. In addition, in the normal course of business, we enter into contracts that contain indemnification clauses whereby the Company indemnifies our customers against damages associated with product failures. We have obtained liability insurance providing coverage that limits our exposure for these indemnified matters. Based on our historical experience and the estimated probability of future loss, we have determined that the estimated fair value of these indemnities is not material to our financial position or results of operations and have not recorded a liability for these agreements as of September 30, 2017. We had no other off-balance sheet arrangements during the nine months ended September 30, 2017 or for the year ended December 31, 2016 that had, or are reasonably likely to have, a material effect on our financial condition, results of operations, or liquidity.

Contractual Obligations

There have been no material changes outside the ordinary course of business to our contractual obligations and commercial commitments since December 31, 2016.

Recent Accounting Pronouncements

See Note 1 to the unaudited condensed financial statements contained herein for a full description of recent accounting pronouncements including the respective expected dates of adoption and status of evaluation of expected effects on results of our operations and financial condition.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Exchange Risk

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. Dollar, principally the Japanese yen (“Yen”). The volatility of the Yen depends on many factors that we cannot forecast with reliable accuracy. We have experienced and will continue to experience fluctuations in our net income as a result of transaction gains (losses) related to revaluing Yen denominated accounts payable balances. In the event our Yen denominated accounts payable or expenses increase, our operating results may be affected by fluctuations in the Yen exchange rate. If the U.S. Dollar uniformly increased or decreased in strength by 10% relative to the Yen, our net income would have correspondingly increased or decreased by an immaterial amount for the three and nine months ended September 30, 2017 and 2016.

Interest Rate Risk

When able, we invest excess cash in bank money-market funds, corporate debt securities or discrete short-term investments. The fair value of our cash equivalents and short-term investments is sensitive to changes in the general level of interest rates in the U.S., and the fair value of these investments will decline if market interest rates increase. As of September 30, 2017, we had $6.8 million in corporate bonds, with $1.7 million that matures in less than 1 year, $4.2 million that matures between 1 and 3 years and $0.9 million that matures between 3 and 5 years. These corporate bonds have fixed interest rates and semi-annual interest payment dates. If market interest rates were to change by 100 basis points from levels at September 30, 2017, we expect the corresponding change in fair value of our investments would be approximately $110,000. This is based on sensitivity analyses performed on our financial position as of September 30, 2017. Actual results may differ as our analysis of the effects of changes in interest rates does not account for, among other things, sales of securities prior to maturity and repurchase of replacement securities, the change in mix or quality of the investments in the portfolio, and changes in the relationship between short-term and long-term interest rates.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We may from time to time become party to various legal proceedings or claims that arise in the ordinary course of business. Our management reviews these matters if and when they arise and believes that the resolution of any such matters currently known will not have a material effect on our results of operations or financial position.

Item 1A. Risk Factors

Risks Relating to Our Business and Financial Condition

Our financial performance is significantly dependent on a single product, and disruptions in our ability to sell this product may have a material adverse effect on our business.

Our current revenue and profitability is significantly dependent on the sale of the MRidium 3860+ MRI compatible IV infusion pump system and the ongoing sale of disposable tubing sets and related services. Sales of the MRidium 3860+ MRI compatible IV infusion pump system have historically comprised a substantial majority of our net revenue. Our near-term revenue and profitability will, accordingly, be dependent upon our ability to successfully market and sell this Class II medical device.

In the past, the FDA has issued us a Warning Letter that impacted our ability to commercially distribute our products. Although we have resumed commercial distribution of the MRidium 3860+ MRI compatible IV infusion pump system, the Warning Letter remains open and there can be no guarantee that the FDA will not take similar action in the future. The FDA could require us to cease shipment of our products, notify health professionals and others that the devices present unreasonable risk or substantial harm to public health, order a recall, repair, replacement, or refund of the devices, detain or seize adulterated or misbranded medical devices, or ban the medical devices. The FDA may also issue further warning letters or untitled letters, refuse future requests for 510(k) submission or premarket approval, revoke existing 510(k) clearances or premarket approvals previously granted, impose operating restrictions, enjoin and restrain certain violations of applicable law pertaining to medical devices and assess civil or criminal penalties against our officers, employees, or us.

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The MRidium 3860+ MRI compatible IV infusion pump could be rendered obsolete or economically impractical by numerous factors, many of which are beyond our control, including:

· entrance of new competitors into our markets;

· technological developments such as new imaging modalities which render MRI procedures obsolete or reduce the instances where MRI imaging is utilized;

· loss of key relationships with suppliers, group purchasing organizations, or end-user customers;

· manufacturing or supply interruptions;

· product liability claims;

· our reputation and product market acceptance; and

· product recalls or safety alerts.

Any major factor adversely affecting the sale of our MRidium 3860+ MRI compatible IV infusion pump would cause our revenues to decline and have a material adverse impact on our business, financial condition and our common stock.

We have been subject to securities class action litigation and derivative litigation and we may be subject to similar or other litigation in the future.

In the past, following adverse action by the FDA or volatility in our stock price, securities class action litigation has been brought against us. There can be no assurance that we will not face other securities litigation in the future. With respect to any litigation, our insurance may not reimburse us or may not be sufficient to reimburse us for the expenses or losses we may suffer in contesting and concluding such lawsuits. A decision adverse to our interests on these actions or resulting from these matters could result in the payment of substantial damages and could have a material adverse effect on our business, financial condition and our common stock. Regardless of the outcome, these claims may result in injury to our reputation, significant costs, diversion of management’s attention and resources, and loss of revenue.

There is no assurance that our internal and external sources of liquidity will at all times be sufficient for our cash requirements.

We must have sufficient sources of liquidity to fund our working capital requirements, our capital improvement plans, and execute on our strategic initiatives. Our recent decline in operating results have limited our capital resources, and could worsen if we are unable to increase revenues or adjust our costs appropriately. Our ability to achieve our business and cash flow plans is based on a number of assumptions which involve significant judgments and estimates of future performance, borrowing capacity and credit availability, which cannot at all times be assured. Accordingly, there is no assurance that cash flows from operations and other internal and external sources of liquidity will at all times be sufficient for our cash requirements. If necessary, we may need to consider actions and steps to improve our cash position and mitigate any potential liquidity shortfall, such as modifying our business plan, pursuing additional financing to the extent available, reducing capital expenditures, pursuing and evaluating other alternatives and opportunities to obtain additional sources of liquidity and other potential actions to reduce costs. There can be no assurance that any of these actions would be successful, sufficient or available on favorable terms. Any inability to generate or obtain sufficient levels of liquidity to meet our cash requirements at the level and times needed could have a material adverse impact on our business and financial position.

Our continued success depends on the integrity of our supply chain, including multiple single-source suppliers, the disruption of which could negatively impact our business.

Many of the component parts of our products are obtained through supply agreements with third parties. Some of these parts require our partners to engage in complex manufacturing processes and involve long lead times or delivery periods. In light of our dependence on third-party suppliers, several of which are single-source suppliers, we are subject to inherent uncertainties and risks related to their ability to produce or deliver parts on a timely basis, to comply with product safety and other regulatory requirements and to provide quality parts to us at a reasonable price.

For example, we are dependent upon a single vendor for the ultrasonic motor at the core of our MRidium MRI compatible IV infusion pump. If this vendor fails to meet our volume requirements, which we anticipate will increase over time, or if the vendor becomes unable or unwilling to continue supplying motors to us, this would impact our ability to supply our pumps to customers until a replacement source is secured. Our executed agreement with this vendor provides that the price at which we purchase products from the vendor is determined by mutual agreement from time to time or should material costs change. Although we have had a long history of stable pricing with this supplier, this provision may make it difficult for us to continue to receive motors from this vendor on favorable terms or at all if we do not agree on pricing in the future. In such event, it could materially and adversely affect our commercial activities, operating results and financial condition.

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In the near term, we do not anticipate finding alternative sources for our primary suppliers, including single source suppliers. Therefore, if our primary suppliers become unable or unwilling to manufacture or deliver materials, or manufacture or deliver such materials later than anticipated, we could experience protracted delays or interruptions in the supply of materials which would ultimately delay our manufacture of products for commercial sale, which could materially and adversely affect our development programs, commercial activities, operating results and financial condition.

Additionally, any failure by us to forecast demand for, or to maintain an adequate supply of raw materials, parts, or finished products, could result in an interruption in the supply of certain products and a decline in our sales.

We rely on third-party suppliers for certain of our raw materials and components.

We rely on unaffiliated third-party suppliers for certain raw materials and components necessary for the manufacturing and operation of our products. Certain of those raw materials and components are proprietary products of those unaffiliated third-party suppliers and are specifically cited in our applications with regulatory agencies so that they must be obtained from that specific sole source or sources and could not be obtained from another supplier unless and until an appropriate application amendment is approved by the regulatory agency. For example, the non-magnetic ultra-sonic motor which drives our MRI compatible IV infusion pump is sole-sourced from a major multinational Japanese manufacturing company.

Among the reasons we may be unable to obtain these raw materials and components include:

· a supplier’s inability or unwillingness to continue supplying raw materials and/or components;

· regulatory requirements or action by regulatory agencies or others, including changes in international trade treaties and/or tariffs;

· adverse financial or other strategic developments at or affecting the supplier, including bankruptcy;

· unexpected demand for or shortage of raw materials or components;

· failure to comply with quality standards which results in quality and product failures, product contamination and/or recall;

· discovery of previously unknown or undetected imperfections in raw materials or components;

· labor disputes or shortages, including from the effects of health emergencies and natural disasters; and

· political instability and actual or anticipated military or political conflicts.

These events could negatively impact our ability to satisfy demand for our products, which could have a material adverse effect on our product use and sales and our business and results of operations. We may experience these or other shortages in the future resulting in delayed shipments, supply constraints, contract disputes and/or stock-outs of our products.

The manufacture of our products requires strict adherence to regulatory requirements governing medical devices and if we or our suppliers encounter problems our business could suffer.

The manufacture of our products must comply with strict regulatory requirements governing Class II medical devices in the U.S. and other regulatory requirements in foreign locations. Problems may arise during manufacturing, quality control, storage or distribution of our products for a variety of reasons, including equipment malfunction, failure to follow specific protocols and procedures, manufacturing quality concerns, or problems with raw materials, electromechanical, software and other components, supplier issues, and natural disasters. If problems arise during production of our pump, the batch may have to be discarded. Manufacturing problems or delays could also lead to increased costs, lost sales, damage to customer relations, failure to supply penalties, time and expense spent investigating the cause and, depending on the cause, similar losses with respect to other batches of products. If problems are not discovered before the product is released to the market, voluntary recalls, corrective actions or product liability related costs may also be incurred. Should we encounter difficulties in the manufacture of our products or be subject to a product recall, our business could suffer materially.

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Our markets are very competitive and we sell certain of our products in a mature market.

The market for our 3880 MRI compatible patient vital signs monitoring system is mature and sales growth for our monitor in the U.S. could be slow. Our vital signs monitoring system could face difficult competition, including competitors offering lower prices, which could have an adverse effect on our revenue and margins. Our competitors may have certain competitive advantages, which include the ability to devote greater resources to the development, promotion, and sale of their products. Consequently, we may need to increase our efforts, and related expenses for research and development, marketing, and selling to maintain or improve our position. We expect recurring sales to our existing customers to generate a majority of our revenue in the future, and if our existing customers do not continue to purchase products from us, our revenue may decline.

We manufacture and store our products at a single facility in Florida.

We manufacture and store our products at a single facility in Winter Springs, Florida. If by reason of fire, hurricane or other natural disaster, or for any other reason, the facility is destroyed or seriously damaged or our access to it is limited, our ability to provide products to our customers would be seriously interrupted or impaired and our operating results and financial condition would be negatively affected.

Our inability to collect on our accounts receivables held by significant customers may have an adverse effect on our business operations and financial condition.

We market our products to end users in the United States and to distributors internationally. Sales to end users in the United States are generally made on open credit terms. Management maintains an allowance for potential credit losses. From time to time, we have had accounts receivables from one or two customers that accounted for 10% or more of our gross accounts receivable. As a result, we may be exposed to a certain level of concentration of credit risk. If a major customer experiences financial difficulties, the effect on us could be material and have an adverse effect on our business, financial condition and results of operations.

If we fail to maintain relationships with Group Purchasing Organizations, sales of our products could decline.

Our ability to sell our products to U.S. hospitals, acute care facilities and outpatient imaging centers depends in part on our relationships with Group Purchasing Organizations (“GPOs”). Many existing and potential customers for our products are members of GPOs. GPOs negotiate pricing arrangements and contracts, which are sometimes exclusive, with medical supply manufacturers and distributors, and these negotiated prices are made available to a GPO’s affiliated hospitals and other members. We pay the GPOs an administrative fee in the form of a percentage of the volume of products sold to their affiliated hospitals and other members. If we are not an approved provider selected by a GPO, affiliated hospitals and other members may be less likely to purchase our products. Should a GPO negotiate a sole source or bundling contract covering a future or current competitor’s products, we may be precluded from making sales of our competing products to members of that GPO for the duration of the contractual arrangement. For example, even if we have an existing contract with a GPO for sales of our MRidium 3860+ MRI compatible IV infusion pump, we may encounter difficulties in selling, or be unable to sell, our 3880 MRI compatible patient vital signs monitoring system to that GPO’s affiliated hospitals and other members, which may result in a longer sales cycle or an inability. Our failure to renew contracts with GPOs may cause us to lose market share and could have a material adverse effect on our sales, financial condition and results of operations. In the future, if another competitive supplier emerges, and we fail to keep our relationships and develop new relationships with GPOs, our competitive position would likely suffer.

Cost-containment efforts of our customers and purchasing groups could adversely affect our sales and profitability.

Our MRI compatible IV infusion pumps are considered capital equipment by many potential customers, and hence changes in the budgets of healthcare organizations and the timing of spending under these budgets and conflicting spending priorities can have a significant effect on the demand for our products and related services. Any decrease in expenditures by these healthcare facilities could decrease demand for our products and related services and reduce our revenue. Additionally, changes to reimbursement policies by third-party payors could also decrease demand for our products and related services and reduce our revenue.

Any failure in our efforts to educate clinicians, anesthesiologists, radiologists, and hospital administrators regarding the advantages of our products could significantly limit our product sales.

Our future success will require us to educate a sufficient number of clinicians, anesthesiologists, radiologists, hospital administrators and other purchasing decision-makers about our products and the costs and benefits of our products. If we fail to demonstrate the safety, reliability and economic benefits of our products to hospitals and acute medical facilities, our products may not be adopted and our expected and actual sales would suffer.

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The lengthy sales cycle for the MRidium 3860+ MRI compatible IV infusion pump could delay our sales.

The decision-making process of customers is often complex and time-consuming. Based on our experience, we believe the period between initial discussions concerning the MRidium 3860+ MRI compatible IV infusion pump and a purchase of a unit was three to six months. We are currently experiencing sales cycles beyond historical patterns resulting from the implementation of a sales strategy that targets more departments within the hospitals we focus our sales efforts. Sales cycles can also be delayed as a result of capital budgeting procedures. Moreover, even if one or two units are sold to a hospital, we believe that it will take additional time and experience with the MRidium 3860+ MRI compatible IV infusion pump before other medical professionals routinely use the MRidium 3860+ MRI compatible IV infusion pump for other procedures and in other departments of the hospital. Such time would delay potential sales of additional units and disposable tubing or additional optional accessories to that medical facility or hospital. These delays could have an adverse effect on our business, financial condition and results of operations.

Because we rely on distributors to sell our products outside of the U.S., our revenues could decline if our existing distributors do not continue to purchase products from us or if our relationship with any of these distributors is terminated.

We rely on distributors for all of our sales outside the U.S. and hence do not have direct control over foreign sales activities. These distributors also assist us with regulatory approvals and the education of physicians and government agencies. Our revenues outside the U.S. have historically represented approximately one-tenth to one-third of our net revenues. If our existing international distributors fail to sell our products or sell at lower levels than we anticipate, we could experience a decline in revenues or fail to meet our forecasts. We cannot be certain that we will be able to attract new international distributors nor retain existing ones that market our products effectively or provide timely and cost-effective customer support and service. None of our existing distributors are obligated to continue selling our products.

If we do not successfully develop and commercialize enhanced products or new products that remain competitive, we could lose revenue opportunities and customers, and our ability to achieve growth would be impaired.

The medical device industry is characterized by rapid product development and technological advances, which places our products at risk of obsolescence. Our long-term success depends upon the development and successful commercialization of new products, new or improved technologies and additional applications for MRI compatible infusion, therapeutic, diagnostic and safety products and services. The research and development process is time-consuming and costly and may not result in products or applications that we can successfully commercialize. If we do not successfully adapt our technology, products and applications, we could lose revenue opportunities and customers. In addition, we may not be able to improve our products or develop new products or technologies quickly enough to maintain a competitive position in our markets and continue to grow our business.

We are highly dependent on our founder, CEO, President, Chairman and controlling shareholder, Roger Susi.

Roger Susi developed our MRidium MRI compatible IV infusion pump system, and we believe that he will play a significant role in our continued success and in the development of new products. Our current and future operations could be adversely impacted if we were to lose his services. Accordingly, our success will be dependent on appropriately managing the risks related to executing a succession plan for Mr. Susi on a timely basis.

If we fail to attract and retain the talent required for our business, our business could be materially harmed.

Competition for highly skilled personnel is often intense in the medical device industry, and more specifically in the MRI compatible medical device industry. A number of our executives and employees are former employees of Invivo Corporation, where Mr. Susi developed the first MRI compatible patient monitoring system. If our current employees with experience in the MRI compatible device industry leave our company, we may have difficulty finding replacements with an equivalent amount of experience and skill, which could harm our operations. Our future success will also depend in part on our ability to identify, hire and retain additional personnel, including skilled engineers to develop new products, and executives to oversee our marketing, sales, customer support and production staff. We may not be successful in attracting, integrating or retaining qualified personnel to meet our current growth plans or future needs. Our productivity may be adversely affected if we do not integrate and train our new employees quickly and effectively.

We may also have difficulty finding and retaining qualified Board members. Any failure to do so could be perceived negatively and could adversely affect our business.

Also, to the extent we hire personnel from competitors, we may be subject to allegations that we have improperly solicited, or that they have divulged proprietary or other confidential information, or that their former employers own their inventions or work product.

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We may be unable to scale our operations successfully.

We are working to expand our size and scale via more penetration of existing markets and the launch of new complementary products. This growth, if it occurs as planned, will place significant demands on our management and manufacturing capacity, as well as our financial, administrative and other resources. We cannot guarantee that any of the personnel, systems, procedures and controls we put in place will be adequate to support the manufacture and distribution of our products. Our operating results will depend substantially on the ability of our officers and key employees to manage changing business conditions and to implement and improve our financial and administrative systems and manage other resources. If we are unable to respond to and manage changing business conditions, or the scale of our products, services and operations, then the quality of our services, our ability to retain key personnel and our business could be harmed.

We engage in related party transactions, which result in a conflict of interest involving our management.

We have engaged in the past, and continue to engage, in related party transactions, particularly between our company and Roger Susi and his affiliates. The only significant ongoing related party transaction is the lease agreement between our company and Susi, LLC, an affiliate of Roger Susi, with respect to our sole production and headquarters facility in Winter Springs, Florida. Related party transactions present difficult conflicts of interest, could result in disadvantages to our company and may impair investor confidence, which could materially and adversely affect us. Related party transactions could also cause us to become materially dependent on related parties in the ongoing conduct of our business, and related parties may be motivated by personal interests to pursue courses of action that are not necessarily in the best interests of our company and our stockholders.

Any acquisitions of technologies, products and businesses, may be difficult to integrate, could adversely affect our relationships with key customers, and/or could result in significant charges to earnings.

We plan to periodically review potential acquisitions of technologies, products and businesses that are complementary to our products and that could accelerate our growth. However, our company has never completed an acquisition and there can be no assurance that we will be successful in finding any acquisitions in the future. The process of identifying, executing and realizing attractive returns on acquisitions involves a high degree of uncertainty. Acquisitions typically entail many risks and could result in difficulties in integrating operations, personnel, technologies and products. If we are not able to successfully integrate our acquisitions, we may not obtain the advantages and synergies that the acquisitions were intended to create, which may have a material adverse effect on our business, results of operations, financial condition and cash flows, our ability to develop and introduce new products and the market price of our stock.

The environment in which we operate makes it increasingly difficult to accurately forecast our business performance.

Significant changes and volatility in global financial markets, in consumer and business environments, and our general competitive landscape may make it increasingly difficult for us to predict our revenues and earnings into the future. Our quarterly sales and profits depend substantially on the volume and timing of orders fulfilled during the quarter, and such orders are difficult to forecast. Product demand is dependent upon the capital spending budgets of our customers and prospects as well as government funding policies, and matters of public policy as well as product and economic cycles that can affect the spending decisions of these entities. As a result, any revenue, earnings or financial guidance or outlook which we have given or might give may turn out to be inaccurate. Though we will endeavor to give reasonable estimates of future revenues, earnings and financial information at the time we give such guidance, based on then-current conditions, there is a significant risk that such guidance or outlook will turn out to be incorrect. Historically, companies that have overstated their operating guidance have suffered significant declines in their stock price when such results are announced to the public.

There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with United States GAAP. Furthermore, portions of GAAP require the use of fair value models which are variable in application and methodology from appraiser to appraiser. Any changes in estimates, judgments and assumptions used could have a material adverse effect on our business, financial position and operating results.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such assumptions and estimates include those related to revenue recognition, accruals for product returns, valuation of inventory, impairment of intangibles and long-lived assets, accounting for income taxes and stock-based compensation and allowances for uncertainties.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as discussed in greater detail in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our actual operating results may differ and fall below our assumptions and the financial forecasts of securities analysts and investors, resulting in a significant decline in our stock price.

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Risks Related to Our Industry

We are subject to substantial government regulation that is subject to change and could force us to make modifications to how we develop, manufacture, market and price our products.

The medical device industry is regulated extensively by governmental authorities, principally the FDA in the U.S. and corresponding state and foreign regulatory agencies. The majority of our manufacturing processes are required to comply with quality systems regulations, including current good manufacturing practice requirements that cover the methods and documentation of the design, testing, production, control, quality assurance, labeling, packaging and shipping of our products. Failure to comply with applicable medical device regulatory requirements could result in, among other things, warning letters, fines, injunctions, civil penalties, repairs, replacements, refunds, recalls or seizures of products, total or partial suspensions of production, refusal of the FDA or other regulatory agencies to grant pre-market clearances or approvals for our products, withdrawals or suspensions of future or current clearances or approvals and criminal prosecution.

In addition, our products are subject to pre-clearance requirements by the FDA and similar international agencies that govern a wide variety of product activities from design and development to labeling, manufacturing, promotion, sales and distribution. Compliance with these regulations may be time consuming, burdensome and expensive for us. The failure to obtain, or the loss or suspension of any such pre-approval, would negatively affect our ability to sell our products, and harm our anticipated revenues.

Foreign governmental authorities that regulate the manufacture and sale of medical devices have become increasingly stringent and, to the extent we sell our products in foreign countries, we may be subject to rigorous regulation in the future. Regulatory changes could result in restrictions on our ability to carry on or expand our operations, higher than anticipated costs or lower than anticipated revenue.

If we fail to obtain, or experience significant delays in obtaining, FDA clearances or other necessary approvals to commercially distribute new products, our ability to maintain profitability or grow will suffer.

Our current products are Class II medical devices and hence require regulatory pre-market approval by the FDA and other federal and state authorities prior to their sale in the U.S. Similar approvals are required by foreign governmental authorities for sale of our products outside of the U.S. We are responsible for obtaining the applicable regulatory approval for the commercial distribution of our products. As part of our strategy, we plan to seek approvals for new MRI compatible products. The process of obtaining approvals, particularly from the FDA, is costly and time consuming, and there can be no assurance that we will obtain the required approvals on a timely basis, or at all. Failure to receive approvals for new products will hurt our ability to grow.

We are subject to risks associated with doing business outside of the U.S.

Sales to customers outside of the U.S. have historically comprised of approximately one-tenth to one-third of our net revenues and we expect that non-U.S. sales will contribute to future growth. However, our expectation of revenue from outside the U.S. over the next twelve months is on the low end of our historical averages. A majority of our international sales originate from Europe and Japan, and we also make sales in Canada, Hong Kong, Australia, Mexico and certain parts of the Middle East. The risks associated with operations outside the U.S. include:

· foreign regulatory and governmental requirements that could change and restrict our ability to manufacture and sell our products;

· possible failure to comply with anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions;

· foreign currency fluctuations that can impact our financial statements when foreign denominations are translated into U.S. dollars;

· different local product preferences and product requirements, which might increase with increasing nationalism;

· trade protection and restriction measures under international trade treaties and via tariffs, and import or export licensing requirements;

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· difficulty in establishing, staffing and managing non-U.S. operations;

· failure to maintain relationships with distributors, especially those who have assisted with foreign regulatory or government clearances;

· changes in labor, environmental, health and safety laws;

· potentially negative consequences from changes in or interpretations of tax laws;

· political instability and actual or anticipated military or political conflicts;

· economic instability, inflation, deflation, recession or interest rate fluctuations;

· uncertainties regarding judicial systems and procedures; and

· minimal or diminished protection of intellectual property.

These risks, individually or in the aggregate, could have an adverse effect on our results of operations and financial condition.

We may incur product liability losses, or become subject to other lawsuits related to our products, business, and insurance coverage could be inadequate or unavailable to cover these losses.

Our business is subject to potential product liability risks that are inherent in the design, development, manufacture and marketing of our medical devices and consumable products. We carry third party product liability insurance coverage to protect against such risks, but there can be no assurance that our policy is adequate. In the ordinary course of business, we may become the subject of product liability claims and lawsuits alleging that our products have resulted or could result in an unsafe condition or injury to patients. Any product liability claim brought against us, with or without merit, could be costly to defend and could result in settlement payments and adjustments not covered by or in excess of our product liability insurance. We currently have third-party product liability insurance with maximum coverage of $3,000,000; however, such coverage requires a substantial deductible that we must pay before becoming eligible to receive any insurance proceeds. The deductible amount is currently equal to $25,000 per occurrence and $125,000 in the aggregate. We will have to pay for defending product liability or other claims that are not covered by our insurance. These payments could have a material adverse effect on our profitability and financial condition. Product liability claims and lawsuits, safety alerts, recalls or corrective actions, regardless of their ultimate outcome, could have a material adverse effect on our business, financial condition, reputation and on our ability to attract and retain customers. In addition, we may not be able to obtain insurance in the future on terms acceptable to us or at all.

Defects or failures associated with our products and/or our quality control systems could lead to the filing of adverse event reports, recalls or safety alerts and negative publicity and could subject us to regulatory actions.

Safety problems associated with our products could lead to a product recall or the issuance of a safety alert relating to such products and result in significant costs and negative publicity. An adverse event involving one of our products could require us to file an adverse event report with the FDA. Such disclosure could result in reduced market acceptance and demand for all of our products, and could harm our reputation and our ability to market our products in the future. In some circumstances, adverse events arising from or associated with the design, manufacture or marketing of our products could result in the suspension or delay of regulatory reviews of our applications for new product approvals or clearances.

We may also voluntarily undertake a recall of our products or temporarily shut down production lines based on internal safety, quality monitoring and testing data. For example, in August 2012, we initiated a voluntary recall of a particular lot of MRidium Series 1000 MR Infusion Sets, Type 1058 MR IV, an extension set used with our MRidium MRI compatible IV infusion pumps, due to an out-of-specification dimension of one section of the IV set. We retrieved and destroyed all unused infusion sets subject to the recall. In July 2013, the FDA notified us that it had concluded its audit and confirmed that the recall was considered terminated. In July 2013, we issued a voluntary recall of our MRI compatible IV infusion pump systems equipped with MRidium 1145 DERS Drug Library due to their potential risk in providing an incorrect recommended value for the infusion rate during the pump’s initial infusion setup. To avoid future product recalls we have made and continue to invest in our quality systems, processes and procedures. We will continue to make improvements to our products and systems to further reduce issues related to patient safety.

However, there can be no assurance our systems will be sufficient. Future quality concerns, whether real or perceived, could adversely affect our operating results.

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Our products or product types could be subject to negative publicity, which could have a material adverse effect on our financial position and results of operations and could cause the market value of our common stock to decline.

The market’s perception of our products could be harmed if any of our products or similar products offered by others in our industry become the subject of negative publicity due to a product safety issue, withdrawal, recall, or are proven or are claimed to be harmful to patients. The FDA Warning Letter may harm the market perception of our company and products. The harm to market perception may have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

Recent U.S. healthcare policy changes, including the Affordable Care Act and PPACA, may have a material adverse effect on our financial condition and results of operations.

The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (collectively, the “PPACA”), enacted in 2010, implemented changes that are expected to significantly impact the medical device industry. Beginning on January 1, 2013, the Affordable Care Act imposed a 2.3% excise tax on sales of products defined as “medical devices” by the regulations of the FDA. We believe that all of our medical products are “medical devices” within the meaning of the FDA regulations. While this tax has been suspended by legislation for 2016 and 2017, it’s return thereafter and potential increases from the 2.3% level in future years would negatively impact our operating results. We cannot currently forsee that the suspension will be extended for 2018.

Other significant measures contained in the PPACA include research on the comparative clinical effectiveness of different technologies and procedures, initiatives to revise Medicare payment methodologies, such as bundling of payments across the continuum of care by providers and physicians, and initiatives to promote quality indicators in payment methodologies. The PPACA also includes significant new fraud and abuse measures, including required disclosures of financial payments to and arrangements with physician customers, lower thresholds for violations and increasing potential penalties for such violations. In addition, the PPACA established an Independent Payment Advisory Board (“IPAB”), to reduce the per capita rate of growth in Medicare spending. The IPAB has broad discretion to propose policies to reduce health care expenditures, which may have a negative impact on payment rates for services, including treatments and procedures which incorporate use of our products. The IPAB proposals may impact payments for treatments and procedures that use our technology beginning in 2016 and for hospital services beginning in 2020, and may indirectly reduce demand for our products.

In addition, it is possible that changes in administration policy, including the potential repeal of all or parts of the PPACA, resulting from recent U.S. presidential actions and congressional legislative efforts could result in additional proposals and continued developments with respect to healthcare reform. We cannot predict the ultimate content, timing or effect of any healthcare reform legislation or the impact of potential legislation on us.

We are subject to healthcare fraud and abuse regulations that could result in significant liability, require us to change our business practices and restrict our operations in the future.

We and our customers are subject to various U.S. federal, state and local laws targeting fraud and abuse in the healthcare industry, including anti-kickback and false claims laws. Violations of these laws are punishable by criminal or civil sanctions, including substantial fines, imprisonment and exclusion from participation in healthcare programs such as Medicare and Medicaid, and Veterans’ Administration health programs and health programs outside the U.S. These laws and regulations are broad in scope and are subject to evolving interpretations, which could require us to alter one or more of our sales or marketing practices. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our sales, profitability and financial condition. Furthermore, since many of our customers rely on reimbursement from Medicare, Medicaid and other governmental programs to cover a substantial portion of their expenditures, if we or our customers are excluded from such programs as a result of a violation of these laws, it could have an adverse effect on our results of operations and financial condition. We have developed and implemented business practices and processes to train our personnel to perform their duties in compliance with healthcare fraud and abuse laws and conduct informal oversight to detect and prevent these types of fraud and abuse. However, we lack formal written policies and procedures at this time. If we are unable to formally document and implement the controls and procedures required in a timely manner or we are otherwise found to be in violation of such laws, we might suffer adverse regulatory consequences or face criminal sanctions, which could harm our operations, financial reporting or financial results.

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We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.

The U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. We intend to adopt policies for compliance with these anti-bribery laws, which often carry substantial penalties.

We cannot assure you that our internal control policies and procedures always will protect us from reckless or other inappropriate acts committed by our affiliates, employees or agents. Violations of these laws, or allegations of such violations, could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

We and our suppliers and customers are required to obtain regulatory approvals to comply with FDA regulations applicable to medical devices and infusion pumps, and these approvals could result in delays or increased costs in developing new products.

In December 2014, the FDA issued guidance entitled “Infusion Pumps Total Product Life Cycle.” This guidance established substantial additional pre-market requirements for new and modified infusion pumps. Through this guidance, the FDA indicated more data demonstrating product safety will be required for future 510(k) submissions for infusion pumps, including the potential for more clinical and human factors data. The process for obtaining regulatory approvals to market infusion pumps and related accessories have become more costly and time consuming. The impact of this guidance is likely to result in a more time consuming and costly process to obtain regulatory clearance to market infusion pumps. In addition, new requirements could result in longer delays for the clearance of new products, modification of existing infusion pump products or remediation of existing products in the market. Future delays in the receipt of, or failure to obtain, approvals could result in delayed or no realization of product revenues.

We and our suppliers and customers are required to maintain compliance with FDA regulations applicable to medical devices and infusion pumps, and it could be costly to comply with these regulations and to develop compliant products and processes. Failure to comply with these regulations could subject us to sanctions and could adversely affect our business.

Even if we are able to obtain approval for introducing new products to the market, we and our suppliers may not be able to remain in compliance with applicable FDA and other material regulatory requirements once clearance or approval has been obtained for a product. These requirements include, among other things, regulations regarding manufacturing practices, product labeling, off-label marketing, advertising and post-marketing reporting, adverse event reports and field alerts. Compliance with these FDA requirements is subject to continual review and is monitored through periodic inspections by the FDA. For example, the FDA conducted routine inspections of our facility in Winter Springs, Florida in July 2016. The FDA issued a Form 483 on July 18, 2016 resulting from an inspection of our facility between July 11 and July 18, 2016 that identified three observations. These observations were related to procedural and documentation issues associated with the CAPA system, vendor requirements and complaint investigation. This was the first FDA inspection of our facility since the receipt of the Warning Letter.

We submitted responses to the Form 483 in August 2016 and October 2016 in which we described our proposed corrective and preventative actions to address each of the observations. As part of our response, on October 13, 2016 we initiated a customer follow up to our August 2012 Safety Alert, and made available an updated instruction card for customers. This action is ongoing until the majority of customers have confirmed receipt of this instruction card.

During the July 2016 inspection, updated documents and actions implemented in response to the Warning Letter findings were reviewed, and the FDA determined that no further actions were necessary in response to the Warning Letter. As of September 30, 2017, the Warning Letter remains open.

In addition, manufacturing flaws, component failures, design defects, off-label uses or inadequate disclosure of product related information could result in an unsafe condition or the injury or death of a patient. All of these events could harm our sales, margins and profitability in the affected periods and may have a material adverse effect on our business. Any adverse regulatory action or action taken by us to maintain appropriate regulatory compliance, with respect to these laws and regulations could disrupt our business and have a material adverse effect on our sales, profitability and financial condition. Furthermore, an adverse regulatory action with respect to any of our products or operating procedure or to our or our suppliers’ manufacturing facility could materially harm our reputation in the marketplace.

Our operations are subject to environmental laws and regulations, with which compliance is costly and which exposes us to penalties for non-compliance.

Our business, products, and product candidates are subject to federal, state, and local laws and regulations relating to the protection of the environment, worker health and safety and the use, management, storage, and disposal of hazardous substances, waste, and other regulated materials. These environmental laws and regulations could require us to pay for environmental remediation and response costs at third-party locations where we dispose of or recycle hazardous substances. The costs of complying with these various environmental requirements, as they now exist or as may be altered in the future, could adversely affect our financial condition and results of operations.

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Risks Relating to our Intellectual Property

Our success depends on our ability to protect our intellectual property.

We intend to rely on a combination of patents, trademarks, trade secrets, know-how, license agreements and contractual provisions to establish and protect our proprietary rights to our technologies and products. We cannot guarantee that the steps we have taken or will take to protect our intellectual property rights will be adequate or that they will deter infringement, misappropriation or violation of our intellectual property. We may fail to secure patents that are important to our business, and we cannot guarantee that any pending U.S. trademark or patent application, if ultimately issued, will provide us some relative competitive advantage. Litigation may be necessary to enforce our intellectual property rights and to determine the validity and scope of our proprietary rights.

Any litigation could result in substantial expenses and may not adequately protect our intellectual property rights. In addition, the laws of some of the countries in which our products may in the future be sold may not protect our products and intellectual property to the same extent as U.S. laws, or at all. We may be unable to protect our rights in trade secrets and unpatented proprietary technology in these countries. If our trade secrets become known, we may lose our competitive advantages.

Even if we are able to secure necessary patents in the U.S., we may not be able to secure necessary patents and trademarks in foreign countries in which we sell our products or plan to sell our products. In March 2013, the U.S. transitioned to a “first inventor to file” system for patents in which, assuming the other requirements for patentability are met, the first inventor to file a patent application is entitled to a patent. We may be subject to a third-party pre-issuance submission of prior art to the U.S. Patent and Trademark Office, or become involved in opposition, derivation, reexamination, inter parties review or interference proceedings challenging our patent rights or the patent rights of others. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate our patent rights, allow third parties to commercialize our technology or products and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize products without infringing third party patent rights.

Our unpatented trade secrets, know-how, confidential and proprietary information, and technology may be inadequately protected.

We rely on unpatented trade secrets, know-how and technology. This intellectual property is difficult to protect, especially in the medical device industry, where much of the information about a product must be submitted to regulatory authorities during the regulatory approval process. We seek to protect trade secrets, confidential information and proprietary information, in part, by entering into confidentiality and invention assignment agreements with employees, consultants, and others. These parties may breach or terminate these agreements, and we may not have adequate remedies for such breaches. Furthermore, these agreements may not provide meaningful protection for our trade secrets or other confidential or proprietary information or result in the effective assignment to us of intellectual property, and may not provide an adequate remedy in the event of unauthorized use or disclosure of confidential information or other breaches of the agreements. Despite our efforts to protect our trade secrets and our other confidential and proprietary information, we or our collaboration partners, board members, employees, consultants, contractors, or scientific and other advisors may unintentionally or willfully disclose our proprietary information to competitors.

There is a risk that our trade secrets and other confidential and proprietary information could have been, or could, in the future, be shared by any of our former employees with, and be used to the benefit of, any company that competes with us.

If we fail to maintain trade secret protection or fail to protect the confidentiality of our other confidential and proprietary information, our competitive position may be adversely affected. Competitors may also independently discover our trade secrets. Enforcement of claims that a third party has illegally obtained and is using trade secrets is expensive, time consuming and uncertain. If our competitors independently develop equivalent knowledge, methods and know-how, we would not be able to assert our trade secret protections against them, which could have a material adverse effect on our business.

There can be no assurance of timely patent review and approval to minimize competition and generate sufficient revenues.

There can be no assurance that the Patent and Trademark Office will have sufficient resources to review our patent applications in a timely manner. Consequently, even if our patent applications are ultimately successful, our patent applications may be delayed, which would prevent intellectual property protection for our products. If we fail to successfully commercialize our products due to the lack of intellectual property protection, we may be unable to generate sufficient revenues to meet or grow our business according to our expected goals and this may have a materially adverse effect on our profitability, financial condition, and operations.

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We may become involved in patent litigation or other intellectual property proceedings relating to our future product approvals, which could result in liability for damages or delay or stop our development and commercialization efforts.

The medical device industry has been characterized by significant litigation and other proceedings regarding patents, patent applications, and other intellectual property rights. The situations in which we may become parties to such litigation or proceedings may include any third parties (which may have substantially greater resources than we have) initiating litigation claiming that our products infringe their patent or other intellectual property rights; in such case, we will need to defend against such proceedings.

The large number of patents, the rapid rate of new patent applications and issuances, the complexities of the technologies involved and the uncertainty of litigation significantly increase the risks related to any patent litigation. Any potential intellectual property litigation also could force us to do one or more of the following:

· stop selling, making, or using products that use the disputed intellectual property;

· obtain a license from the intellectual property owner to continue selling, making, licensing, or using products, which license may require substantial royalty payments and may not be available on reasonable terms, or at all;

· pay substantial damages or royalties to the party whose intellectual property rights we may be found to be infringing;

· pay the attorney fees and costs of litigation to the party whose intellectual property rights we may be found to be infringing; or

· redesign those products that contain the allegedly infringing intellectual property, which could be costly, disruptive and/or infeasible.

If any of the foregoing events occur, we may have to withdraw existing products from the market or may be unable to commercialize one or more of our products, all of which could have a material adverse effect on our business, results of operations and financial condition. As the number of participants in our industry grows, the possibility of intellectual property infringement claims against us increases.

Furthermore, the costs of resolving any patent litigation or other intellectual property proceeding, even if resolved in our favor, could be substantial. Uncertainties resulting from the initiation and continuation of patent litigation or other intellectual property proceedings could have a material adverse effect on our ability to compete in the marketplace. Patent litigation and other intellectual property proceedings may also consume significant management time.

In the event that a competitor infringes upon our patent or other intellectual property rights, enforcing those rights may be costly, difficult, and time-consuming. Even if successful, litigation to enforce our intellectual property rights or to defend our patents against challenge could be expensive and time-consuming and could divert our management’s attention. We may not have sufficient resources to enforce our intellectual property rights or to defend our patent or other intellectual property rights against a challenge. If we are unsuccessful in enforcing and protecting our intellectual property rights and protecting our products, it could materially harm our business.

There may also be situations where we use our business judgment and decide to market and sell products, notwithstanding the fact that allegations of patent infringement(s) have not been finally resolved by the courts (i.e., an “at-risk launch”). The risk involved in doing so can be substantial because the remedies available to the owner of a patent for infringement may include, among other things, damages measured by the profits lost by the patent owner and not necessarily by the profits earned by the infringer. In the case of a willful infringement, the definition of which is subjective, such damages may be increased up to three times. An adverse decision could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

In addition, we may indemnify our customers and distributors with respect to infringement by our products of the proprietary rights of third parties. Third parties may assert infringement claims against our customers or distributors. These claims may require us to initiate or defend protracted and costly litigation on behalf of our customers or distributors, regardless of the merits of these claims. If any of these claims succeed, we may be forced to pay damages on behalf of our customers or distributors or may be required to obtain licenses for the products they use. If we cannot obtain all necessary licenses on commercially reasonable terms, our customers may be forced to stop using our products.

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We may be subject to claims that we, our board members, employees or consultants have used or disclosed alleged trade secrets or other proprietary information belonging to third parties and any such individuals who are currently affiliated with one of our competitors may disclose our proprietary technology or information.

As is commonplace in the medical device industry, some of our board members, employees and consultants are or have been associated with other medical device companies that compete with us. For example, Mr. Susi and a number of our other employees are former employees of Invivo Corporation. While associated with such other medical device companies, these individuals may have been exposed to research and technology similar to the areas of research and technology in which we are engaged. We may become subject to future claims that we, our employees, board members, or consultants have inadvertently or otherwise used or disclosed alleged trade secrets or other proprietary information of those companies. Litigation may be necessary to defend against such claims.

We have entered into confidentiality agreements with our executives and key consultants. However, we do not have, and are not planning to enter into, any confidentiality agreements with our non-executive directors because they have a fiduciary duty of confidentiality as directors.

There is the possibility that any of our former board members, employees, or consultants who are currently or who may be employed at, or associated with, one of our competitors may unintentionally or willfully disclose our proprietary technology or information.

Risks Related to Ownership of Our Common Stock

Our common stock price has been and will likely continue to be subject to significant fluctuations and volatility, and you may be unable to sell your shares at a fair price, or at all.

Our stock could be subject to wide fluctuations in price in response to various factors, including the following:

· a lack of liquidity in the public trading of our common stock;

· the commercial success or failure of our key products;

· delayed or reduced orders from our customers;

· manufacturing or supply interruptions;

· changes or developments in laws or regulations applicable to our products and product candidates;

· introduction of competitive products or technologies;

· poorly executed acquisitions or acquisitions whose projected potential is not realized;

· actual or anticipated variations in quarterly operating results;

· failure to meet or exceed our own estimates and projections or the estimates and projections of securities analysts or investors;

· new or revised earnings estimates or guidance by us or securities analysts or investors;

· varying economic and market conditions in the U.S.;

· negative developments impacting the medical device industry in general and changes in the market valuations of companies deemed similar to us;

· negative developments concerning our sources of manufacturing supply;

· disputes or other developments relating to patents, trademarks or other proprietary rights;

· litigation or investigations involving us, our industry, or both;

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· issuances of debt, equity or convertible securities at terms deemed unfavorable by the market;

· major catastrophic events;

· sales of large blocks of our stock;

· exercise of the underwriters’ warrant that may lead to sales that put downward pressure on our stock price;

· changes in our Board of Directors, management or key personnel; or

· the other factors described in this “Risk Factors” section.

Any one of the factors above, or the cumulative effect of some of the factors referred to above, may result in significant fluctuations in our quarterly or annual operating results, fluctuations in our share price and investors’ perception of our business. If we fail to meet or exceed such expectations, our business and stock price could be materially adversely affected.

Our use of capital to repurchase shares of our common stock could have a material adverse effect on our stock price and our business.

Since we announced stock repurchase programs in 2016 and 2017, we have used a significant amount of cash to repurchase shares of common stock of our company. As part of our strategy, we intend to opportunistically repurchase additional shares of common stock from time to time at prices that we believe are attractive. There can be no assurance that we will be able to repurchase shares on favorable terms or that, if we do repurchase shares, that such repurchases will increase shareholder value. Additionally, if we use a significant portion of our capital to repurchase shares, our financial flexibility will be reduced and we may not be able to execute on other strategic initiatives or tolerate periods of operating losses. If we repurchase shares on unfavorable terms or if our use of capital to repurchase shares inhibits our ability to pursue other strategic initiatives or tolerate periods of operating losses, it could have a material adverse effect on our stock price and our business.

Future sales of our common stock may cause our stock price to decline.

On September 26, 2014, we filed a registration statement under Form S-8 to register all of the shares issuable upon exercise of options outstanding or reserved for future issuance under our equity compensation plans. In addition, on December 3, 2015 we filed a registration statement on Form S-3/A to register $40 million of shares of common stock that may be offered or sold by us. On December 18, 2015, Roger Susi sold 1,200,000 shares of our Common stock for his own account in a secondary offering pursuant to the registration statement on Form S-3/A. If any of the foregoing shares are sold by the Company or by selling stockholders, or if it is perceived that they will be sold, the trading price of our common stock could decline.

We may need or choose to raise additional capital in the future, which could result in dilution to our stockholders and adversely affect stock price.

While we believe that our cash and investment balances and prospective cash flow from our operations will provide us with adequate capital to fund operations for at least the next 12 months, we may need or choose to raise additional funds prior to that time. We may seek to sell additional equity or debt securities or to obtain a credit facility, which we may not be able to do on favorable terms, or at all. The sale of additional equity or convertible debt securities could result in additional dilution to our stockholders. If additional funds are raised through the issuance of debt securities or preferred stock, these securities could have rights that are senior to holders of common stock and any debt securities could contain covenants that would restrict our operations. The sale of such securities could hurt demand for our common stock and lead our share price to decline.

Roger Susi, who serves as our Chairman of the Board of Directors and an executive officer, owns a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

Roger Susi, our founder, who serves as our Chairman of the Board of Directors, President and Chief Executive Officer, and his affiliates beneficially owns a majority of our outstanding common stock. Mr. Susi is able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. He may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

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Mr. Susi’s majority ownership also qualifies our company as a “controlled company” and allows us to opt out of compliance with numerous corporate governance listing requirements.

In addition, we qualify for the “controlled company” exemption under the corporate governance rules of the NASDAQ Stock Market until such a time as Mr. Susi does not control a majority of our outstanding common stock. As a “controlled company,” we would be permitted to opt out of compliance with the requirements that a majority of our board of directors consist of independent directors, that our Board of Directors’ compensation committee be comprised solely of independent directors, and that director nominees be selected or recommended to the Board of Directors for selection by independent directors. Notwithstanding the availability of these exemptions, we have elected not to rely upon any of the exemptions afforded to a “controlled company” under NASDAQ rules. A majority of our Board of Directors is comprised of independent directors, our compensation committee is comprised solely of independent directors, and our director nominees are recommended for selection to our Board of Directors by a majority of our independent directors in a vote in which only independent directors may participate. Our compliance is voluntary, however, and there can be no assurance that we will continue to comply with these standards in the future. We no longer require as a matter of policy that our Chairman of the Board be an independent director.

We do not intend to pay dividends for the foreseeable future.

We do not anticipate that we will pay any cash dividends on shares of our common stock for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems relevant. Investors seeking cash dividends should not purchase our common stock.

Accordingly, if you purchase shares, realization of a gain on your investment will depend solely on the appreciation of the price of our common stock, which may never occur.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the NASDAQ Stock Market and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may need to hire more employees in the future or engage outside consultants to monitor and advise us regarding compliance, which will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are investing additional resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be adversely affected.

We believe that being a public company and compliant with these new rules and regulations has made it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board of Directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

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As a result of being a public company, we are obligated to establish and maintain adequate internal controls. Failure to develop and maintain adequate internal controls or to implement new or improved controls could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort. Our internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. We are developing the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act of 2002. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal controls over financial reporting, we will be unable to assert that our internal controls are effective.

We will be required to disclose changes made in our internal controls and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to report on the effectiveness of our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the date we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Our remediation efforts may not enable us to avoid a material weakness in the future.

Our business practices have become more visible as a public company, and this could impact our competitive environment and our risk of potential litigation.

As a result of disclosure of information in filings required of a public company, our business and financial condition have become more visible potentially exposing us to new competition and threatened or actual litigation, including by competitors and other third parties. New competition could result in reduced sales of our products and adversely impact our profitability. If lawsuits prevail against us, our business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and operating results.

We may and have become involved in securities class action litigation that could divert management’s attention from our business and adversely affect our business and could subject us to significant liabilities.

The stock markets have from time to time experienced significant price and volume fluctuations that have affected the market prices of small capitalization medical device companies. These broad market fluctuations as well a broad range of other factors, including the realization of any of the risks described in this “Risk Factors” section, may cause the market price of our common stock to decline. In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. We have become, and may in the future, become involved in this type of litigation. Litigation is expensive and could divert management’s attention and resources from our primary business, which could adversely affect our operating results. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require us to make significant payments. Such payment could have a material impact on how investors view our company and result in a decline in our stock price.

We are an “emerging growth company,” and we are not certain if the reduced reporting requirements applicable to emerging growth companies has made our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and intend to take advantage of certain exemptions from various reporting requirements. We cannot predict if investors will respond negatively to our reliance on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

As an “emerging growth company” we have also chosen to take advantage of certain provisions of the JOBS Act that allow us to provide you with less information in our public filings than would otherwise be required. As a result it may be more difficult for you to evaluate an investment in our company.

If securities or industry analysts fail to initiate research coverage of our stock, downgrade our stock, or discontinue coverage, our trading volume might be reduced and our stock price could decline.

The trading market for our common stock depends, in part, on the research reports that securities or industry analysts publish about our business. If securities or industry analysts do not commence or continue coverage of our company, trading market for our stock may not be robust and the price of our stock could likely be negatively impacted. In the event securities or industry analysts initiate coverage, and later downgrade our stock or discontinue such coverage, our stock price could decline.

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Our charter documents and Delaware law have provisions that may discourage an acquisition of us by others and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our charter documents, as well as provisions of the Delaware General Corporation Law (“DGCL”), could depress the trading price of our common stock by making it more difficult for a third party to acquire us at a price favorable to our shareholders. These provisions include:

· authorizing the issuance of “blank check” preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval to defend against a takeover attempt; and

· establishing advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted upon at stockholder meetings.

In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board of Directors. We are subject to Section 203 of the DGCL, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with an interested stockholder for a period of three years following the date on which the stockholder became an interested stockholder, unless such transactions are approved by our Board of Directors. This provision could have the effect of delaying or preventing a change of control, whether or not it is desired by or beneficial to our stockholders, which could also affect the price that some investors are willing to pay for our common stock.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

Not Applicable.

Item 3. Default Upon Senior Securities

Not Applicable.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information

Not Applicable.

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Item 6. Exhibits

(a) Exhibits

Exhibit Number		Description of Document
10.1+		Employment Agreement Between the Registrant and John McCreery dated March 28, 2017 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36534), filed on March 30, 2017).
10.2		Amendment to Warrant to Purchase Common Stock dated as of July 17, 2017 by and between the Company and Roth Capital Partners, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36534), filed on July 21, 2017).
10.3		Amendment to Warrant to Purchase Common Stock dated as of July 17, 2017 by and between the Company and Monarch Capital Group, LLC (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-36534), filed on July 21, 2017).
10.4		Amendment to Warrant to Purchase Common Stock dated as of July 17, 2017 by and between the Company and Lisa Walters-Hoffert (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A (File No. 001-36534), filed on November 3, 2017).
31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rule, 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rule, 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 I.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

+ Indicates a management contract or compensatory plan or arrangement.

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IRADIMED CORPORATION

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, thereunto duly authorized.

	IRADIMED CORPORATION


Dated: November 6, 2017	/s/ Roger Susi
	By:	Roger Susi
	Its:	Chief Executive Officer and President (Principal Executive Officer and Authorized Officer)

	/s/ Chris Scott
	By:	Chris Scott
	Its:	Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)

IRADIMED CORP - FORM 10-Q - November 6, 2017

Attached files

IRADIMED CORP Reports