MRI INTERVENTIONS, INC. (OTCMKTS:MRIC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
On May 25, 2017, MRI Interventions, Inc. (the Company) entered
into a Securities Purchase Agreement (the Purchase Agreement)
with certain accredited investors (collectively, the Investors)
for the private placement of 6,625,000 units (the Units) at a
purchase price of $2.00 per unit (the Financing Transaction),
with each unit consisting of: (i) one share of the Companys
common stock; and (ii) a warrant to purchase one share of the
Companys common stock (each, a Warrant and collectively, the
Warrants). The sale of securities under the Purchase Agreement is
subject to certain customary closing conditions, and the Company
anticipates that the sales under the Purchase Agreement will
close on or before May 26, 2017.
At the closing under the Purchase Agreement, the Company will
sell an aggregate of approximately 6,625,000 Units, for aggregate
gross proceeds of approximately $13.25 million. Joseph Gunnar
Co., LLC is the lead placement agent for the Financing
Transaction. Joseph Gunnar Co., LLC and Brookline Capital
Markets, a division of CIM Securities, LLC, are collectively
referred to as the Placement Agent. For services rendered, the
Placement Agent will earn both cash commissions and warrants to
purchase shares of the Companys common stock (Placement Agent
Warrants) upon the closing under the Purchase Agreement. The
Company may enter into one or more additional securities purchase
agreements and hold one or more additional closings for the sale
of Units in the Financing Transaction.
In connection with the closing under the Purchase Agreement, the
Company will enter into a Registration Rights Agreements with
each of the Investors (the Registration Rights Agreement), to
which the Company will agree to file a registration statement
with the Securities and Exchange Commission (SEC), covering the
resale of the shares of common stock issued to the Investors
under the Purchase Agreement as well as the shares of common
stock that are issuable upon exercise of the Warrants and the
Placement Agent Warrants.
The following is a brief summary of the Purchase Agreement, the
Registration Rights Agreement and the Warrants, which are
qualified in their entirety by reference to the full text of such
documents.
Purchase Agreement
The Purchase Agreement contains representations and warranties by
the Company and the Investors and covenants of the Company and
the Investors (including indemnification from the Company in the
event of breaches of its representations and warranties), which
the Company believes are customary for transactions of this type.
Registration Rights Agreement
to the Registration Rights Agreement, the Company is required to
prepare and file a registration statement (the Registration
Statement) with the SEC under the Securities Act of 1933, as
amended, covering the resale of the shares of common stock to be
issued to the Investors under the Purchase Agreement as well as
the shares of common stock underlying the Warrants and the
Placement Agent Warrants. The Company will be required to file
such Registration Statement within 30 calendar days following the
closing date of the Financing Transaction (the Filing Deadline).
The Company will be required to use its best efforts to have the
Registration Statement declared effective as soon as practicable.
to the Registration Rights Agreement, if: (i)the Registration
Statement is not filed with the SEC on or prior to the Filing
Deadline; (ii)the Registration Statement is not declared
effective by the SEC on or prior to the 75th day after
the closing under the Purchase Agreement (or the 100th
day after the closing under the Purchase Agreement if the SEC
determines to review the Registration Statement); or (iii)the
Company fails to continuously maintain the effectiveness of the
Registration Statement (with certain permitted exceptions), the
Company will incur certain liquidated damages to the Investors.
The Registration Rights Agreement also contains mutual
indemnifications by the Company and each Investor, which the
Company believes are customary for transactions of this type.
Warrants
The Warrants will be exercisable, in full or in part, at any time
prior to the fifth anniversary of their issuance, at an exercise
price of $2.20 per share. The Warrants will provide for certain
adjustments that may be made to the exercise price and the number
of shares issuable upon exercise due to future corporate events.
In the
case of certain fundamental transactions affecting the Company,
the holders of Warrants, upon exercise of such warrants after
such fundamental transaction, will have the right to receive, in
lieu of shares of the Companys common stock, the same amount and
kind of securities, cash or property that such holder would have
been entitled to receive upon the occurrence of the fundamental
transaction, had the Warrants been exercised immediately prior to
such fundamental transaction. The Warrants contain a cashless
exercise feature that allows the holders to exercise the warrants
without a cash payment to the Company upon the terms set forth in
the Warrants.
The Placement Agent Warrants will have the same terms and
conditions as the Warrants.
The foregoing description of the terms and conditions of the
Purchase Agreement, the Registration Rights Agreement and the
Warrants is only a summary and is qualified in its entirety by
the full text of the Purchase Agreement, the Registration Rights
Agreement and the Warrants, forms of which are filed as Exhibits
10.1, 10.2 and 4.1, respectively, to this Current Report on Form
8-K and are incorporated by reference herein.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information set forth under Item1.01 above is incorporated
herein by reference.
In the Financing Transaction, the Company offered and will sell
its securities to accredited investors (as defined by Rule 501
under the Securities Act) in reliance upon exemptions from
registration under the Securities Act afforded by Section4(a)(2)
of the Securities Act and Rule 506 thereunder and corresponding
provisions of state securities laws as well as Regulation S of
the Securities Act. The Purchase Agreement contains
representations to support the Companys reasonable belief that
the Investors had access to information concerning the Companys
operations and financial condition, the Investors did not acquire
the securities with a view to the distribution thereof in the
absence of an effective registration statement or an applicable
exemption from registration, and that the Investors are
accredited investors. The Company relied upon the representations
made by the Investors to the Purchase Agreement in determining
that such exemptions were available.
| Item 7.01. | Regulation FD Disclosure. |
On May 25, 2017, the Company issued a press release announcing
the execution of the Purchase Agreement. A copy of the press
release is furnished herewith as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
See Exhibit Index immediately following page.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements based upon the Companys current expectations.
Forward-looking statements are subject to risks and
uncertainties, and the Companys actual results and the timing of
events could differ materially from those anticipated in such
forward-looking statements as a result of such risks and
uncertainties, which include, without limitation, risks and
uncertainties associated with market conditions and the
satisfaction of closing conditions related to the Financing
Transaction. There can be no assurance that the Company will be
able to complete the Financing Transaction on the terms described
herein or in a timely manner, if at all. You should not place
undue reliance on forward-looking statements, which apply only as
of the date of this Current Report on Form 8-K. The Companys
Annual Report on Form 10-K for the year ended December 31, 2016
filed with the SEC on March 9, 2017 and the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2017 filed
with the SEC on May 9, 2017 contain, under the heading Risk
Factors, a comprehensive description of risks to which the
Company is subject. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in its expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based.
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 down -0.53 at 5.30 with 6,446 shares trading hands.