Actionable news
0
All posts from Actionable news
Actionable news in IRMD: IRADIMED CORPORATION,

Registration statement under Securities Act of 1933

style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman', Times, serif" bgcolor="#ffffff" text="#000000">

UNITED STATES

REGISTRATION STATEMENT ON FORM S-3

POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-1

ON FORM S-3 REGISTRATION STATEMENT

IRADIMED CORPORATION

(Exact Name of Registrant as Specified in its Charter)

1025 Willa Springs Drive

Winter Springs, Florida 32708

(Address including zip code and telephone number, including area code, of registrant’s principal executive offices)

1025 Willa Springs Drive

Winter Springs, Florida 32708

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Leib Orlanski, Esq.

Los Angeles, CA 90067

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the

following box. ☐

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

(1) An indeterminate aggregate number of shares of common stock of iRadimed Corporation is being registered as may be issued from time to time at currently indeterminable prices with an aggregate maximum offering price not to exceed $40,000,000. In addition, up to $30,000,000 of shares of common stock may be sold from time to time pursuant to this registration statement by the selling stockholders described herein.

(2) The shares of Common Stock underlying the Warrants registered under the registrant’s Registration Statement on Form S-1 (File No. 333-196875) (the “Prior Registration Statement”) and a Post Effective Amendment to that Form S-1 are included in this Registration Statement. Pursuant to Rule 429(b), this registration statement, upon effectiveness, also constitutes a Post-Effective Amendment to the Prior Registration Statement, which post-effective amendment shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Act. If securities previously registered under the Prior Registration Statement are offered and sold before the effective date of this registration statement, the amount of previously registered securities so sold will not be included in the prospectus hereunder.

(3) Calculated in accordance with Rule 457(o) under the Securities Act.

(4) All applicable filing fees relating to the shares of Common Stock Underlying Warrants were paid at the time of filing the Prior Registration Statement.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration

Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Pursuant to Rule 429(a) under the Act, the prospectus included in this registration statement is a combined prospectus relating to (i) $70,000,000 of shares to be sold from time to time by the registrant and the selling stockholders as described herein, and (ii) 201,600 shares of common stock underlying warrants, which underlying shares were registered and remain unsold under the registrant’s Registration Statement on Form S-1 (File No. 333-196875), which was initially declared effective by the Securities and Exchange Commission on July 15, 2014. Pursuant to Rule 429(b), this registration statement, upon effectiveness, also constitutes a Post-Effective Amendment to the Prior Registration Statement, which post-effective amendment shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Act. If securities previously registered under the Prior Registration Statement are offered and sold before the effective date of this registration statement, the amount of previously registered securities so sold will not be included in the prospectus hereunder.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement relating to these securities that has been filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

IRADIMED CORPORATION

We may offer to the public from time to time in one or more series or issuances at prices and on terms that we will determine at the time of each offering shares of our common stock. The aggregate initial offering price of all securities sold by us pursuant to this prospectus will not exceed $40,000,000.

This prospectus also relates to up to $30,000,000 of our common stock that may be sold from time to time in connection with one or more offerings by the selling stockholders described in this prospectus. We will not receive any of the proceeds from any sale of shares of our common stock by the selling stockholders.

This prospectus describes the general manner in which our securities may be offered using this prospectus. Each time we or the selling stockholders offer and sell securities, we will provide you with a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the...


More