MRI INTERVENTIONS, INC. (OTCMKTS:MRIC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On May 26, 2017, MRI Interventions, Inc. (the Company) completed
its previously announced private placement of common stock and
warrants (the Financing Transaction), to the terms of a
Securities Purchase Agreement dated May 25, 2017 (the Purchase
Agreement), by and among the Company and certain investors
(collectively, the Investors). At the closing, in accordance with
the terms and conditions of the Purchase Agreement, the Company
sold to the Investors an aggregate of 6,625,000 units (the
Units), 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).
In connection with the sale of the Units, the Company received
aggregate gross proceeds of approximately $13,250,000, before
deducting placement agents fees of $1,018,400 and offering
expenses. In addition, the placement agents for the Financing
Transaction received, in the aggregate, warrants (Placement Agent
Warrants) to purchase up to approximately 509,200 shares of
common stock.
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
In connection with the Financing Transaction, the Company also
entered into a Registration Rights Agreement, dated as of May 26,
2017, with each of the Investors, to which the Company is
required to prepare and file a registration statement (the
Registration Statement) with the Securities and Exchange
Commission (the SEC) under the Securities Act of 1933, as amended
(the Securities Act), 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 on or before June 25, 2017 (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 August 9, 2017
(or September 3, 2017 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 are exercisable, in full or in part, at any time
prior to May 26, 2022, at an exercise price of $2.20 per share.
The Warrants 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
the Warrants, upon exercise of such warrants after such
fundamental transaction, 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 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, the forms of which were previously
filed as Exhibits 10.1, 10.2 and 4.1, respectively, to the
Companys Current Report on Form 8-K filed with the SEC on May 25,
2017.
| Item3.02. | Unregistered Sales of Equity Securities. |
The information set forth under Item1.01 above is incorporated
herein by reference.
In the Financing Transaction, the Units were issued and sold 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 of Regulation D promulgated 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, that 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. The
Company intends to file a Form D in accordance with the
requirements of Regulation D under the Securities Act in
connection with the sale of the Units.
| Item 7.01. | Regulation FD Disclosure. |
On May 30, 2017, the Company issued a press release announcing
the closing of the Financing Transaction. A copy of the press
release is furnished herewith as Exhibit 99.1.
| Item 8.01. | Other Events. |
In connection with the Financing Transaction described in Items
1.01 and 3.02 of this Current Report on Form 8-K and the Purchase
Agreement, to which the Company issued and sold to the Investors
an aggregate of 6,625,000 Units, composed of an aggregate of
6,625,000 shares of the Companys common stock and warrants to
purchase approximately 6,625,000 shares of the Companys common
stock, for an aggregate purchase price of approximately
$13,250,000, the Companys stockholder equity (deficit) increased
from a deficit of approximately $2,200,000 to equity of
approximately $9,600,000 as of March 31, 2017, on a pro forma
basis. In connection with the foregoing, an unaudited condensed
consolidated pro forma balance sheet of the Company as of March
31, 2017 is attached as Exhibit 99.2 to this Current Report on
Form 8-K.
The attached unaudited condensed consolidated pro forma financial
information does not necessarily reflect the financial position
or results of operations that would have actually resulted had
the Financing Transaction occurred as of the date indicated, nor
should it be taken as necessarily indicative of the future
financial position or results of operations of the Company.
The unaudited condensed consolidated pro forma financial
information should be read in conjunction with the Companys
Annual Report on Form 10-K for the year ended December 31, 2016
filed with the SEC on March 9, 2017 (the 10-K) and the Companys
Quarterly Report on Form 10-Q for the quarter ended March 31,
2017 filed with the SEC on May 9, 2017 (the 10-Q). The unaudited
condensed consolidated pro forma financial information gives
effect to the Financing Transaction as if it had occurred as of
March 31, 2017 for the purposes of the unaudited consolidated pro
forma balance sheet.
The pro forma financial information is subject to risks and
uncertainties, including those discussed in the Form 10-K and the
Form 10-Q under the caption Risk Factors.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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 down -0.20 at 3.00 with 6,446 shares trading hands.