8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 3, 2017

MRI INTERVENTIONS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	001-34822	58-2394628
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

5 Musick

Irvine, Ca. 92618

(Address of principal executive offices, zip code)

(949) 900-6833

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.02        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The annual meeting of the stockholders of MRI Interventions, Inc. (the “Company”) was held on October 3, 2017 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted to approve the adoption of the MRI Interventions, Inc. Second Amended and Restated 2013 Incentive Compensation Plan (the “Plan”). The Company’s Board of Directors had previously adopted and approved the Plan, subject to stockholder approval. A description of the terms and conditions of the Plan is set forth in the Company’s 2017 Proxy Statement, filed with the Securities and Exchange Commission on September 5, 2017 (the “Proxy Statement”) under “Proposal 3 — Approval of Second Amended and Restated 2013 Incentive Compensation Plan,” and such description is incorporated herein by reference. The descriptions set forth herein and in the Proxy Statement are summaries and are qualified in their entirety by the full text of the Plan, a copy of which is incorporated by reference to Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07.        Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders considered and voted on the following proposals:

(1) The election of seven directors to serve until the 2018 annual meeting of stockholders;

(2) The ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017; and

(3) The approval of the Company’s Second Amended and Restated 2013 Incentive Compensation Plan.

The final voting results for each proposal are described below. For beneficial owners holding the Company’s common stock at a bank or broker institution, a “broker non-vote” occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner’s behalf.

1. Election of Directors. The following named persons were elected as directors of the Company to serve until the 2018 annual meeting of stockholders or until their successors have been duly elected and qualified or until their earlier death, resignation, disqualification or removal. The votes were cast as follows:

	For	Withheld	Broker Non-Votes
R. John Fletcher	4,479,721	247,772	1,716,322
Pascal E.R. Girin	4,479,566	247,927	1,716,322
Francis P. Grillo	4,473,331	254,162	1,716,322
Kimble L. Jenkins	4,168,057	559,436	1,716,322
Timothy T. Richards	4,478,646	248,847	1,716,322
Maria Sainz	4,479,731	247,762	1,716,322
John N. Spencer, Jr.	4,478,846	248,647	1,716,322

2. Ratification of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017. The votes were cast as follows:

For	Against	Abstain
6,304,717	5,605	133,493

3. Approval of the Second Amended and Restated 2013 Incentive Compensation Plan. The stockholders approved the Company’s Second Amended and Restated 2013 Incentive Compensation Plan. The votes were cast as follows:

For	Against	Abstain	Broker Non-Vote
3,795,904	758,380	173,209	1,716,322

Item 7.01.        Regulation FD Disclosure

On October 3, 2017, MRI Interventions, Inc. posted an updated investor presentation to its website at http://ir.stockpr.com/mriinterventions/investor-presentation. A copy of the investor presentation is being furnished herewith as Exhibit 99.1. The Company may use the investor presentation from time to time in conversations with analysts, investors and others.

The information in Item 7.01 of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information contained in Exhibit 99.1 is summary information that is intended to be considered in the context of the Company’s filings with the Securities and Exchange Commission (“SEC”) and other public announcements that the Company may make from time to time, by press release or otherwise. The Company undertakes no duty or obligation to publicly update or revise the information contained in this investor presentation, although it may do so from time-to-time as its management believes is warranted. Any such updating may be made through the filing or other reports or documents with the SEC, through press releases or other public disclosure.

Item 9.01        Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
10.1	MRI Interventions, Inc. 2013 Second Amended and Restated Incentive Compensation Plan. (filed as Appendix A to MRI Interventions, Inc.’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 5, 2017 and incorporated herein by reference).
99.1	Investor Presentation dated October 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 3, 2017	MRI INTERVENTIONS, INC.
	By:	/s/ Harold A. Hurwitz
		Harold A. Hurwitz
		Chief Financial Officer

EX-99.1

Exhibit 99.1 

 

Investor Presentation October 2017 © 2017 MRI INTERVENTIONS, INC. | 1

 

Forward Looking Statements Statements herein concerning MRI Interventions, Inc. (the “Company”) plans, growth and strategies may include forward-looking statements within the context of the federal securities laws. Statements regarding the Company’s future events, developments and future performance, as well as management’s expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. Uncertainties and risks may cause the Company’s actual results to differ materially from those expressed in or implied by forward-looking statements. Particular uncertainties and risks include those relating to: the Company’s ability to obtain additional financing; estimates regarding the sufficiency of the Company’s cash resources; future revenues from sales of the Company’s ClearPoint System products; and the Company’s ability to market, commercialize and achieve broader market acceptance for the Company’s ClearPoint System products. More detailed information on these and additional factors that could affect the Company’s actual results are described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which has been filed with the Securities and Exchange Commission, and our most recently filed Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, which will be filed with the Securities and Exchange Commission on or before August 15, 2017. © 2017 MRI INTERVENTIONS, INC. | 2

 

MRIC: The Platform Company for MRI-Guided Therapies MRI Interventions: Leader in the Delivery of MRI-Guided Therapies Primary Innovator in the Field, grown out of the Advanced MR department at Johns Hopkins Extensive Intellectual Property position: 70+ issued US patents, 45 international Proven track record for conceiving, developing, commercializing and securing clinical adoption for our MRI-guided therapy platform Rapidly Growing Commercial Business; Established the Industry Platform for MRI-guided, Minimally-Invasive Neurosurgery Strong and growing clinical footprint: 48 hospitals in the US Accelerating adoption, revenue growth: 8 successive quarters of record procedures Current procedures include DBS electrode placement, laser ablation, biopsy, drug delivery MRIC’s platform integrates with products from multiple companies (med device companies, imaging companies, biotechs) Expanding Platform into Adjacent Areas to Address Additional Unmet Medical Needs Expanding platform into the stroke market; Joint Development Agmt with Mayo Clinic Expanding our capabilities, adding novel ultrasound ablation technology via Co-Dev Agmt with Acoustic MedSystems; initial market is pancreatic cancer Leveraging our existing platform, install base and technologies to enable a rapid, cost-effective path to additional markets © 2017 MRI INTERVENTIONS, INC. | 3

 

Why MRI-Guided Therapies? Image-guided Therapeutic Procedures Have Become a Mainstay in U.S. Healthcare 1.2 Million Arthroscopic Procedures 1.5 million Fluoroscopic Procedures 4.0 Million Laparoscopic Procedures MRI Guided Therapeutic Procedures are the Next Step in this Trend Unique capabilities that no other imaging modality can provide High resolution, three-dimensional, continuous, no radiation MRI-Guided Procedures are Uniquely Positioned to Address Significant Unmet Medical Needs Functional neurological diseases (e.g., Parkinson’s disease, Epilepsy) Untreatable hemorrhagic stroke (e.g., intracerebral hemorrhage) Certain cancers (e.g., brain, pancreas) © 2017 MRI INTERVENTIONS, INC. | 4

 

Our MRI-Guided Therapy Platform is Currently Being Used to: Implant Neuro Stimulation Products from: Medtronic St. Jude Medical NeuroPace Place Laser Ablation Probes from: Medtronic-Visualase Monteris Medical Deliver Drugs and Biologics from: Voyager Medicenna Oxford Biomedica International Stem Cell Corporation MRIC Platform Runs on All Major Scanners: Siemens GE Philips IMRIS © 2017 MRI INTERVENTIONS, INC. | 5

 

Broad and Growing User Base of Leading Neurosurgeons ClearPoint^® Is Installed in 50 Top US Hospitals and Growing UC San Francisco San Francisco VA Univ of Michigan Stanford Univ Brigham & Women’s UCSF Benioff Childrens Boston Children’s USC Yale Univ UC San Diego Univ of Pitt Med Center Univ of Colo Memorial Sloan Kettering Univ of Utah Hackensack Univ Med Center Univ of Arizona Nat. Institutes of Health Cook Children’s Nat Children’s Hospital MD Anderson Children’s Hosp of Philadelphia Methodist Hosp Univ of Virginia Texas Children’s Hosp Emory University Riverside Carillion Nationwide Children’s Duke University Children’s Mercy Children’s of Alabama Kansas Univ Med Center CHOA Scottish Rite Univ of Wisconsin Willis Knighton Spectrum Health Mayo Clinic Jacksonville Ohio State Univ Miami Children’s Univ of Cincinnati Strong Commercial Sales and Clinical Support Teams in Place © 2017 MRI INTERVENTIONS, INC. | 6

 

Foundation of Our Platform: ClearPoint Neuro Navigation System © 2017 MRI INTERVENTIONS, INC. | 7

 

Without ClearPoint, Minimally Invasive Neuro Procedures Are Performed “Blind” Conventional Stereotactic Procedure ClearPoint Neuro Procedure No real time images images from earlier in the day or week © 2017 MRI INTERVENTIONS, INC. | 8

 

ClearPoint Neuro Navigation System: MRI-Guided NeuroSurgical Platform ClearPoint Components: Capital Sale Recurring Revenue Reusable Hardware Components Integrated Software Single-Use, Disposable Components Emory University Hospital Univ. of California San Francisco Univ. of Pittsburgh Medical Center Medical Center © 2017 MRI INTERVENTIONS, INC. | 9

 

Details on Our ClearPoint Neuronavigation System Platform ClearPoint Procedure Overview: ClearPoint Video ClearPoint Video Entry and Trajectory Alignment and Insertion © 2017 MRI INTERVENTIONS, INC. | 10

 

Multiple Clinical Applications for Our ClearPoint System Platform Electrode Placement and Laser Ablation Drug Delivery Significant Unmet Medical Parkinson’s disease, Epilepsy, Brain Tumor, Dystonia Enabling Multiple Therapies from Multiple Companies: Electrode Placement: Medtronic, St. Jude, Neuropace Laser Ablation: MDT/Visualase, Monteris Drug Delivery: Voyager, Medicenna, Oxford Biomedica, Int’l Stem Cell (1) Laser Ablation - MR Thermometry is an MRI-based functionality available on most MR scanner platforms and it is a feature built into products from several third party vendors. The ClearPoint system enables MRI-guided procedures and allows physicians to use this inherent MR capability during a procedure. (2) Drug Delivery - The SmartFlow® cannula received 510(k) clearance for injection of cytarabine, a chemotherapy drug, to the ventricles or removal of CSF from the ventricles during intracranial procedures. Delivery of other therapeutic agents, and delivery of agents to other areas of the brain, using the SmartFlow cannula is investigational. © 2017 MRI INTERVENTIONS, INC. | 11

 

Strong Business Model for Our Core MRI-Guided Navigation Platform ClearPoint Hardware/Software: $100,000 - $150,000 ASP ClearPoint Disposables: ~$7,500 ASP per procedure with strong margins Recurring revenue from the sale of disposables Procedures covered by existing inpatient DRG reimbursement codes Same razor/razorblade model applies to future product sales © 2017 MRI INTERVENTIONS, INC. | 12

 

ClearPoint Neurosurgical Procedure Growth 800 Procedures 650-700 CAGR, 2013 2016: 46% 700 600 Q1, 2017: 146 500 Procedures 400 Q2, 2017: 162 Procedures 300 Nine quarters in a 200 row of procedure 100 growth 0 2013 2014 2015 2016 2017 Outlook © 2017 MRI INTERVENTIONS, INC. | 13

 

Expanding Our Platform: New Procedural Applications © 2017 MRI INTERVENTIONS, INC. | 14

 

Expanding MRIC’s MRI-Guided Therapy Platform Benefits Larger Patient Populations First, MRIC established the Capability of the Platform… Began with Electrode Placement (DBS) Parkinson’s disease, dystonia Expanded to Biopsy Brain Tumor Expanded to Laser Ablation Probe Placement Epilepsy and Brain Tumor Expanded to Drug Delivery Parkinson’s Disease and Brain Tumor …now, Expanding the Reach of the MRI-Guided Platform Expanding Adding Novel Ablation Technology to Platform Initial focus in Pancreatic Cancer © 2017 MRI INTERVENTIONS, INC. | 15

 

Expanding into the Stroke Market Leveraging Existing Capabilities and Install Base Expanding the Reach of the MRIC Platform into the Stroke Market Joint Development Agreement with Mayo Clinic Dr. Bernard Bendok, Chair of Neurosurgery, Mayo Arizona Large Stroke Market 5th leading cause of death in US Leading cause of permanent disability Affects 800,000 people in the US every year Initial Stroke Product (ClearAway ) Targets Intracerebral Hemorrhage (ICH) Only major stroke subtype w/o clearly effective therapy major unmet medical need Affects 80,000 to 100,000 people in the US each year MRIC market opportunity is 12,000 to 15,000 cases/year © 2017 MRI INTERVENTIONS, INC. | 16

 

Our MRI-Guided Approach to Intra Cerebral Hemorrhagic Stroke Current Approaches for Hemorrhage Removal and Decompression are Inadequate: Open craniotomy provides visibility but is highly invasive, destroys brain tissue Minimally Invasive approach has very limited ability to quantify volume reduction of the hemorrhage or monitor subsequent bleeds Our Unique ClearAway MRI-Guided Therapy Approach to ICH Detailed, continuous, high resolution, 3 dimensional visibility Minimally invasive approach Expected Path to Market Builds directly on our ClearPoint Platform ClearPoint software and hardware; SmartFrame Hemorrhage aspiration components Potential 510(k) regulatory path Projected market introduction as soon as 12-18 months U.S. Market Opportunity = $72 million to $90 million 95% of Our Existing ClearPoint Adult Sites Have a Stroke Program! © 2017 MRI INTERVENTIONS, INC. | 17

 

Expanding our Platform with a Novel Ablation Technology Co-Development Agreement Will Add Additional Capabilities License and Co-Development Agreement with Acoustic MedSystems (AMS) Leading developer of ultrasound ablation technologies and systems Base technology has 510k clearance Initial license areas: WW Excl. for Pancreatic Cancer, Excl. Option for Brain Applications AMS Ultrasound Technology Provides Unique Capabilities Directional Ablation over Other Ablative Energy Sources Precision ablation over small and large areas Directional and depth control “Protected Zone” between transducer and ablated tissue AMS Ultrasound Technology Works with MRI Interventions’ Technology MRI-friendly components Enhanced by real-time, MRI-guidance Can incorporate real-time MRI-thermometry © 2017 MRI INTERVENTIONS, INC. | 18

 

Co-Development Focused First on Pancreatic Cancer Market Pancreatic Cancer Market Major Unmet Medical Need 50,000 patients in US diagnosed annually 10,000 to 15,000 cases annually are localized, non-metastatic tumors, but untreatable because of the tumor location Our Therapeutic Approach Targets Untreatable Tumors pancreas Vascular access to get near the tumor Apply ultrasound energy to ablate the tumor Destroy the tumor Preserve the vessel Expected Path to Market Begin limited human use of existing AMS products in September Projected market introduction of integrated pancreatic cancer product as soon as 18 - 24 months Potential 510(k) regulatory path U.S. Market Opportunity = $50 million to $75 million © 2017 MRI INTERVENTIONS, INC. | 19

 

Strong Pipeline of New Products to Add to our Existing Products Leveraging our MRI-Guided Therapy Platform Projected Development Pipeline 2017 2018 Q2 Q3 Q4 Q1 Q2 Q3 Q4 New Products in Development ClearPoint Software 2.0 ClearPoint Drug Delivery Cannula CE Mark - - - - - - - - - - - - -- ClearPoint Adjustable Drug Delivery Cannula - - - - - ClearAway^TM - Intracerebral Hemorrhage ClearAblate^TM Pancreas/Liver (Gen 1) - - - - - - - - - - - - - - - - commercializing / FHU - - - - - - - - - - - - - - - - ClearAblate^TM Pancreas (Gen 2) c Drug Trials in Progress Voyager (Parkinson’s disease) Medicenna (GBM Brain Tumors) Oxford Biomedica (Parkinson’s disease) Lysogene (Sanfilippo A) I International Stem Cell (for Parkinson’s disease) I I filed c Commercializing II II © 2017 MRI INTERVENTIONS, INC. | 20

 

Addressable Markets for our MRI-Guided Therapy Platform Functional Neurosurgery Market Stroke Oncology Drug Delivery Market Parkinsons Epilepsy Brain Tumor ICH Pancreas Parkinson’s Brian Tumor Prevalence 1,500,000 2,200,000 80,000 90,000 50,000 1,500,000 80,000 Annual Potential 12,500 28,000 15,000 13,500 12,500 25,000 26,000 Procedures Est. Average $7,500 $7,500 $7,500 $6,000 $5,000 $14,000 $8,000 Selling Price Annual Market $93 Million $210 Million $112 Million $81 Million $62 Million $350 Million $208 Million Opportunity Growing Current Market 12-18 Months 18-24 Months 24+ Months Continue to Grow Install Base Same Hospital Same Hospital Continue and Increase Utilization Same MRI Suite Same MRI Suite involvement in Neurosurgery New Physician Current Trials New Application New Application Add New Trials Note: Market sizes for brain tumor, ICH are Pancreatic cancer are incidence numbers because of the nature of those diseases. Prevalence numbers are based on either market research conducted by a third party on behalf of MRI Interventions or research conducted by MRI Interventions of publicly available sources. © 2017 MRI INTERVENTIONS, INC. | 21

 

Financials © 2017 MRI INTERVENTIONS, INC. | 22

 

Revenue Growth Accelerating… $7,000,000 Total Revenue Total CAGR since 2014: 26% $6,000,000 Disposable Product CAGR: 35% $5,000,000 $4,000,000 Other Results of Note: 9 Quarters in a row of increasing $3,000,000 procedures as of Q2, 2017 Installed at 50 of 250+ target US $2,000,000 neurosurgery centers H1 2017 revenue of $4.0 mm $1,000,000 Q2, 2017 up 79% vs. Q1, 2016 $- 2013 2014 2015 2016 H1, 2017 Consumables Capital / Service Other © 2017 MRI INTERVENTIONS, INC. | 23

 

Cash Flow From Operations*: 2015 Q2, 2017 $0 Q1 Q2 Q3 Q4 Q1 Q22 Q32 Q42 Q12 Q2 -$500,000 -$1,000,000 -$1,500,000 -$2,000,000 -$2,500,000 -$3,000,000 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Forecast 2015 2016 2017 *Excludes interest payments, non-cash compensation and financing costs © 2017 MRI INTERVENTIONS, INC. | 24

 

Income Statement, Last 5 Quarters Quarter Ended Jun-16 Sep-16 Dec-16 Mar-17 Jun-17 Revenues: Disposable product revenues $ 1,030 $ 1,272 $ 1,363 $ 1,663 $ 1,434 Reusable product revenues 37 309 224 259 459 Total product revenues 1,067 1,581 1,587 1,922 1,893 Service revenues 37 35 48 85 83 Total revenues 1,104 1,616 1,635 2,007 1,976 Cost of product revenues 521 748 677 752 798 Gross profit 583 868 958 1,255 1,178 Gross profit % 53% 54% 59% 63% 60% Total operating expenses 2,638 2,578 2,748 2,608 3,000 Operating loss (2,055) (1,710) (1,790) (1,354) (1,822) © 2017 MRI INTERVENTIONS, INC. | 25

 

Experienced Medical Device Management Team Management Team Frank Grillo CEO Peter Piferi COO Wendelin Maners VP Sales & Mrktg Hal Hurwitz CFO Board of Directors Kimble Jenkins, Maria Sainz John Fletcher Pascal Girin Timothy Frank Grillo, Chairman Richards CEO Managing Partner, Founder Jack Spencer2017 MRI INTERVENTIONS, INC. | 26

 

Summary Significant Value in Owning the MRI-Guided Therapy Platform Leader in this Field - Primary Innovator, Established Clinical Footprint, Industry Integration, IP World-Class Research Institutions Behind All Major Initiatives Proven Ability to Develop, Commercialize and Secure Clinical Adoption of our Platform Leveraging our Prior Investment to Cost-Effectively Expand into Stroke Market Adding a Unique Ultrasound Ablation Capability to Broaden our Platform Strong Revenue Growth and a Strong Product Pipeline © 2017 MRI INTERVENTIONS, INC. | 27