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Other definitive information statements

SCHEDULE 14C INFORMATION Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

the appropriate box:

IRADIMED CORPORATION

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:___________

(2) Form, Schedule or Registration Statement No.:___________

(3) Filing Party:___________

1025 Willa Springs Dr.

Winter Springs, FL 32708

INFORMATION STATEMENT

PURSUANT TO SECTION 14

WE ARE NOT ASKING YOU FOR A PROXY

This information statement has been mailed on or about October 9, 2015 to the shareholders of record on September 23, 2015 (the “ Record Date ”) of IRADIMED CORPORATION, a Delaware corporation (the “ Company ”), in connection with certain actions to be taken by the written consent by the holders of a majority of the voting power of the outstanding capital stock of the Company, dated as of August 24, 2015. The actions to be taken pursuant to the written consents may be taken on or about October 29, 2015, 20 days after the mailing of this information statement.

THIS IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO SHAREHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.

WE ARE NOT ASKING YOU FOR A PROXY

By Order of the Board of Directors,

/s/ Roger Susi, Chief Executive Officer

NOTICE OF ACTION TO BE TAKEN PURSUANT THE WRITTEN CONSENT OF SHAREHOLDERS HOLDING A MAJORITY OF THE VOTING POWER OF THE OUTSTANDING SHARES OF STOCK OF THE COMPANY IN LIEU OF A SPECIAL MEETING OF THE SHAREHOLDERS, DATED AUGUST 24, 2015.

To the Company’s Shareholders:

NOTICE IS HEREBY GIVEN that the following actions have been approved pursuant to the written consent of the holders of a majority of the voting power of the outstanding capital stock of the Company dated August 24, 2015, in lieu of a special meeting of the shareholders.

OUTSTANDING SHARES AND VOTING RIGHTS

As of the record date of September 23, 2015 (the “ Record Date ”), the Company's authorized capitalization consisted of 90,000,000 shares of Common Stock, of which 10,973,463 shares were issued and outstanding and 10,000,000 shares of Preferred Stock, of which 800,000 shares were designated as Series A Preferred Stock. No shares of Preferred Stock were issued and outstanding. Each share of Common Stock entitles its holder to one vote on each matter submitted to the shareholders. Because shareholders holding a majority of the voting rights of all outstanding shares of the capital stock as of the Record Date have voted in favor of the foregoing actions by resolution dated as of the Record Date, no other shareholder consents will be solicited in connection with this Information Statement.

Shareholders of record on the Record Date will be entitled to receive this notice and Information Statement.

Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the actions described herein will not be implemented until a date at least 20 days after the date on which this Information Statement has been mailed to the shareholders. The Company anticipates that the amendments discussed above will be effected on or about the close of business of October 29, 2015.

This Information Statement will serve as written notice to shareholders pursuant to Section 228 of the Delaware General Corporation Law.

ABOUT THE INFORMATION STATEMENT

What is the Purpose of the Information Statement?

This Information Statement is being furnished to you pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), to notify the Company's shareholders as of the Record Date of certain corporate actions expected to be taken pursuant to the consents or authorizations of shareholders representing a majority of the voting rights of the Company’s outstanding Common Stock.

Shareholders holding a majority of the voting power of the Company's outstanding stock voted in favor of the corporate matters outlined in this Information Statement (the “ Actions ”), consisting of the amendments to the Company’s Certificate of Incorporation (the “ Articles ”) to decrease the number of authorized shares of Common Stock from 90,000,000 to 31,500,000 shares and decrease the number of authorized shares of Preferred Stock from 10,000,000 to 3,500,000 shares.

Who is Entitled to Notice?

Each outstanding share of Common Stock as of the Record Date will be entitled to notice of each matter to be voted upon pursuant to consents or authorizations. Shareholders as of the close of business on the Record Date that held in excess of fifty percent (50%) of the voting power of the Company's outstanding shares of capital stock voted in favor of the Actions.

What Constitutes the Voting Shares of the Company?

The voting power entitled to vote on the Actions consists of the vote of the holders of a majority of the voting power of the outstanding capital stock, comprised of the holders of the Company’s outstanding Common Stock, each of whom is entitled to one vote per share. As of the Record Date, there were 11,060,650 shares of Common Stock issued and outstanding and no shares of Series A Preferred Stock issued and outstanding.

What Corporate Matters Will the Shareholders Vote For, and How Will They Vote?

Shareholders holding a majority of the voting power of the Company’s outstanding stock have voted in favor of the following Action:

What Vote is Required to Approve the Actions?

The affirmative vote of a majority of the voting power of the shares of the Company’s capital stock outstanding on the applicable record date was required for approval of the Actions. A majority of the voting power of the outstanding shares of capital stock have voted in favor of the Actions. The holders who have voted in favor of the Actions are described in footnote 2 in the beneficial ownership table appearing on the following page, comprising the Roger E. Susi Revocable Trust, the Phillip Susi 2008 Dynasty Trust and the Matthew Susi 2008 Dynasty Trust.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of September 23, 2015 by (i) each person who is known by us to beneficially own more than 5% of the Company’s Common Stock; (ii) each of the Company’s officers and directors; and (iii) all of the Company’s officers and directors as a group.

Beneficial ownership has been determined in accordance with the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them. Common stock beneficially owned and percentage ownership is based on 11,060,650 shares outstanding on the Record Date and assuming the exercise of any options or warrants or conversion of any convertible securities held by such person, which are presently exercisable or will become exercisable within 60 days of the Record Date.

* Indicates less than one percent.

TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECTUATE THE

The Board of Directors and the holders of a majority of the voting power of the Company’s shareholders have adopted resolutions approving an amendment to the Company’s Articles to decrease the number of authorized shares of Common Stock of the Company and to decrease the number of authorized shares of Preferred Stock of the Company (collectively, the “ Decrease of Authorized Stock ”), as described below. The form of the amendment to the Company’s Articles to decrease the Company’s authorized shares of Common Stock will be substantially as set forth on Appendix A (subject to any changes required by applicable law). The Decrease of Authorized Stock would authorize the Company’s Board of Directors to effect a Decrease of Authorized Common Stock of the Company from 90,000,000 shares to 31,500,000 shares and a Decrease of Authorized Preferred Stock of the Company from 10,000,000 shares to 3,500,000 shares, of which 800,000 will remain designated as Series A Preferred Stock.

The purpose of the Decrease of Authorized Stock is to reduce the amount of Delaware Franchise Tax due each year. This change is expected to save the Company an estimated $60,000 per year, with a pro-rated savings this year.

Effect of the Decrease of Authorized Stock

The Decrease of Authorized Stock will not have any immediate effect on the rights of existing stockholders. The Company’s board of directors has the authority to issue authorized shares of Common Stock and Preferred Stock without requiring future

stockholder approval of such issuances. Due to the Decrease of Authorized Stock, in the future the Company will have fewer shares available for issuance which may affect the Company’s ability to attract investors or raise capital.

Interests of Certain Persons in the Action

Certain of the Company’s officers and directors have an interest in this Action as a result of their ownership of shares of our common stock, as set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” above. However, we do not believe that our officers or directors have interests in this Action that are different from or greater than those of any other of our stockholders.

This Information Statement includes forward-looking statements. You can identify the Company’s forward-looking statements by the words “expects,” “projects,” “believes,” “anticipates,” “intends,” “plans,” “predicts,” “estimates” and similar expressions. Forward-looking statements are based on management’s current expectations, estimates and projections about us. The Company cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what the Company has expressed or forecast in the forward-looking statements. You should rely only on the information the Company has provided in this Information Statement. The Company has not authorized any person to provide information other than that provided herein. The Company has not authorized anyone to provide you with different information. You should not assume that the information in this Information Statement is accurate as of any date other than the date on the front of the document.

Only one Information Statement is being delivered to two (2) or more stockholders who share an address, unless the Company has received contrary instruction from one (1) or more of such stockholders. The Company will promptly deliver, upon written or oral request, a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the document was delivered. If you would like to request additional copies of the Information Statement, or if in the future you would like to receive multiple copies of information or proxy statements, or annual reports, or, if you are currently receiving multiple copies of these documents and would, in the future, like to receive only a single copy, please so instruct the Company by writing to us at 1025 Willa Springs Drive, Winter Springs, FL 32708 Attention: Chris Scott or telephoning us at (407) 677-8022.

The Company will provide upon request and without charge to each shareholder receiving this Information Statement a copy of the Company's Annual Report on Form 10-K filed on March 23, 2015, as amended, which includes audited financial statements for the period ended December 31, 2014 and December 31, 2013 and the quarterly reports on Form 10-Q for the quarters ended June 30, 2015 and March 31, 2015 , including the financial statements and financial statement schedule information included therein, as filed with the Commission. Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at 100 F Street, N.E., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System.

By order of the Board of Directors August 24, 2015

Iradimed Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that:

1. The name of the Corporation is Iradimed Corporation. The Corporation was originally incorporated under the name “Iradimed Corporation”. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 8, 2014.

2. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, and has been duly approved by the written consent of the stockholders of the Corporation in accordance with Section 228 of the General Corporation Law of the State of Delaware.

3. The text of the Certificate of Incorporation is amended and restated to read as set forth in EXHIBIT A attached hereto.

IN WITNESS WHEREOF, Iradimed Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer on October 29, 2015.

The name of this corporation is Iradimed Corporation (the " Corporation ").

The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, DE 19808. The name of its registered agent at such address is Corporation Service Company.

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended from time to time (the " Delaware Corporation Law ").

A. Authorization of Stock . The Corporation is authorized to issue two classes of shares to be designated respectively Common Stock, par value $0.0001 per share (the " Common Stock "), and Preferred Stock, par value $0.0001 per share (the " Preferred Stock "). The total number of shares which the Corporation shall have the authority to issue is 35,000,000, consisting of 31,500,000 shares of Common Stock and 3,500,000 shares of Preferred Stock, of which 800,000 shares are designated as “Series A Preferred Stock.”

B. The Board of Directors of the corporation (the " Board ") is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series, and to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof, with the exception of the Series A Preferred Stock, which designation, powers, preferences and rights are set forth herein. The Board is hereby expressly vested with the authority, to the fullest extent...


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