MRI INTERVENTIONS, INC. (OTCMKTS:MRIC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

On May 9, 2017, Andrew K. Rooke notified MRI Interventions, Inc.
(the Company) of his decision to resign as a member of the
Companys Board of Directors (the Board), effective
immediately. Having served as a director of the Company since
July 2011, Mr. Rooke elected to step down from the Board
voluntarily to give a new director candidate, R. John Fletcher,
who has extensive public company board experience, the
opportunity to serve as a member of the Board. Accordingly, Mr.
Rookes resignation was not the result of any disagreement with
management, the Company or its operations, policies or practices.

In recognition of the contributions made by Mr. Rooke as a
director of the Company, the Boards Compensation Committee
accelerated the vesting of the option to purchase 500 shares
awarded to Mr. Rooke on June 8, 2016 under the Companys
Non-Employee Director Compensation Plan (the Director
Compensation Plan). The Compensation Committee also extended
the option exercise period through May 9, 2019 for this stock
option, as well as for the following stock options previously
awarded to Mr. Rooke under the Director Compensation Plan: (i)
the purchase of 500 shares awarded on June 5, 2015; (ii) the
purchase of 500 shares awarded on June 4, 2014; (iii) the
purchase of 500 shares awarded on June 14, 2013; and (iv) the
purchase of 1,125 shares awarded on April 13, 2012.

On May 9, 2017, the Board, with the recommendation of the
Corporate Governance and Nominating Committee, elected R. John
Fletcher to serve as a director of the Company, effective
immediately, until the 2017 annual meeting of stockholders and
until his successor is duly elected and qualified or until his
earlier death, resignation, disqualification or removal.

Mr. Fletcher founded Fletcher Spaght in 1983 where he leads both
the consulting practice and venture capital activities, with
analytical insights and creative solutions derived from his years
of experience with clients, portfolio companies and the
investment community. Mr. Fletcher works across Fletcher Spaghts
practice groups, with a focus on healthcare. He has particular
interests in devices, specifically in cardiology, cardiac
surgery, and orthopedics, as well as in biopharma and healthcare
IT. Prior to founding Fletcher Spaght, Mr. Fletcher was a Senior
Manager at The Boston Consulting Group, advising a broad range of
companies in healthcare and high technology industries. Mr.
Fletcher serves on the Board of Directors of Spectranetics,
Axcelis and Metabolon. He is Chairman of the Corporate
Collaboration Council at the Thayer School of Engineering/Tuck
School of Business at Dartmouth College and serves on the Board
of Advisors of Beth Israel Deaconess Medical Center and the
Whitehead Institute at MIT. Mr. Fletcher received his MBA from
Southern Illinois University, and a BBA in Marketing from George
Washington University. He was an Instructor for courses in
international business and a PhD Candidate at the Wharton School
of the University of Pennsylvania. He served as a Captain and jet
pilot in the U.S. Air Force, and continues to be active in
aviation.

In accordance with the Companys Director Compensation Plan, Mr.
Fletcher will be entitled to receive a $15,000 annual retainer
for service as a Board member, a $1,000 fee per Board meeting
attended in person and a $500 fee per Board meeting attended via
telephone. Additionally, Mr. Fletcher will receive a supplemental
annual retainer in the event he is appointed to serve as a member
of a committee of the Board.

In connection with his election to the Board and to the terms of
the Director Compensation Plan, Mr.Fletcher will be granted an
option purchase 1,125 shares of the Companys common stock. The
shares subject to such stock option will vest in equal annual
installments over three years. In addition, to the Director
Compensation Plan, on the day following each annual meeting of
stockholders in which he is elected or is then serving as a
director, Mr. Fletcher will receive an option to purchase 500
shares of the Companys common stock. Such stock options will vest
on the earlier of the first anniversary of the grant date or the
day immediately preceding the next annual meeting of
stockholders.

The Company will also enter into its standard form of
indemnification agreement with Mr. Fletcher (the
Indemnification Agreement), upon the effectiveness of his
election to the Board. The Indemnification Agreement provides,
among other things, that the Company will indemnify Mr. Fletcher,
under the circumstances and to the extent provided for therein,
for certain expenses, including attorneys fees, judgments, fines
and settlement amounts incurred by him in any action or
proceeding arising out of his service as a director of the
Company, any of subsidiary of the Company or any other company or
enterprise to which the he provides services at the Companys
request. The foregoing description of the terms and conditions of
the Indemnification Agreement is only a summary and is qualified
in its entirety by the full text of the Indemnification
Agreement, the form of which was previously filed as Exhibit 10.8
to the Companys General Form for Registration of Securities on
Form 10, as originally filed on December 28, 2011, and is
incorporated herein by reference.

There are no arrangements or understandings between Mr. Fletcher
and any other persons to which he was elected as a director of
the Company. There are no family relationships between Mr.
Fletcher and any director, executive officer, or any person
nominated or chosen by the Company to become a director or
executive officer. There are no related person transactions
(within the meaning of Item 404(a) of Regulation S-K promulgated
by the Securities and Exchange Commission) between Mr. Fletcher
and the Company.

On May 11, 2017, the Company issued a press release with respect
to the election of Mr. Fletcher to the Board and Mr. Rookes
resignation therefrom. A copy of the press release is furnished
herewith as Exhibit 99.1.

See Exhibit Index immediately following page.

About MRI INTERVENTIONS, INC. (OTCMKTS:MRIC)

MRI Interventions, Inc. is a medical device company. The Company develops and commercializes platforms for performing minimally invasive surgical procedures in the brain and heart under direct, intra-procedural magnetic resonance imaging (MRI) guidance. It has two product platforms: ClearPoint system, which is used to perform minimally invasive surgical procedures in the brain and ClearTrace system, which is under development, to be used to perform minimally invasive surgical procedures in the heart. Its ClearPoint system is a neuro-navigation system designed for placing catheters and electrodes to treat a range of neurological diseases and conditions and for performing biopsies. Its ClearTrace system is designed to deliver catheter-based therapies to treat certain cardiac diseases. Both systems utilize intra-procedural MRI to guide the procedures. Its products and product candidates include ClearPoint Neuro Intervention System and The ClearTrace Cardiac Intervention System.

MRI INTERVENTIONS, INC. (OTCMKTS:MRIC) Recent Trading Information

MRI INTERVENTIONS, INC. (OTCMKTS:MRIC) closed its last trading session 00.00 at 6.40 with 6,446 shares trading hands.