アイラディメッドの四半期報告

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No.: 001-36534

IRADIMED CORPORATION

(Exact name of Registrant as specified in its charter)


Delaware		73-1408526
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1025 Willa Springs Drive Winter Springs, Florida		32708
(Address of principal executive offices)		(Zip Code)

(407) 677-8022

(Registrant’s telephone number, including area code)

N/A

(Former Name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common stock, par value $0.0001	IRMD	NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 12,715,109 shares of common stock, par value $0.0001 per share, outstanding as of April 30, 2025.

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IRADIMED CORPORATION

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			Page
Cautionary Note Regarding Forward-Looking Statements			3

Part I	Financial Information		6

	Item 1	Financial Statements	6

		(a) Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024 (Audited)	6

		(b) Condensed Statements of Operations for the three months ended March 31, 2025 and 2024 (Unaudited)	7

		(c) Condensed Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024 (Unaudited)	8

		(d) Condensed Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited)	9

		(e) Notes to Unaudited Condensed Financial Statements	10

	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

	Item 3	Quantitative and Qualitative Disclosures About Market Risk	23

	Item 4	Controls and Procedures	23

Part II	Other Information		24

	Item 1	Legal Proceedings	24

	Item 1A	Risk Factors	24

	Item 2	Unregistered Sale of Equity Securities and Use of Proceeds	24

	Item 3	Default Upon Senior Securities	25

	Item 4	Mine Safety Disclosures	25

	Item 5	Other Information	25

	Item 6	Exhibits	26

Signatures			27

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (this “Quarterly Report”) that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this Quarterly Report the words “believe,” “anticipate,” “expect,” “may,” “will,” “assume,” “should,” “predict,” “could,” “would,” “intend,” “targets,” “estimates,” “projects,” “plans,” and “potential,” and other similar words and expressions of the future, are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking, including statements about the Company’s future financial and operating results and the Company’s plans, objectives, and intentions. All forward-looking statements are subject to risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of the Company to differ materially from any results, performance, or achievements expressed or implied by such forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, including, but not limited to:

●

our ability to receive 510(k) clearance for our products and product candidates, complete inspections conducted by the U.S. Food & Drug Administration (the “FDA”) or other regulatory bodies resulting in favorable outcomes, additional actions by or requests from the FDA, including a request to cease domestic distribution of products, or other regulatory bodies and unanticipated costs or delays associated with the resolution of these matters;

●

the timing and likelihood of regulatory approvals or clearances from the FDA or other regulatory bodies and regulatory actions on our product candidates and product marketing activities;

●

unexpected costs, expenses and diversion of management attention resulting from actions or requests posed to us by the FDA or other regulatory bodies;

●

failure to obtain and/or maintain regulatory approvals or clearances and comply with applicable regulations;

●

our primary reliance on a limited number of products;

●

our ability to retain the continued service of our key professionals, including key management, marketing and scientific personnel, and to identify, hire and retain such additional qualified professionals;

●

our expectations regarding the sales and marketing of our products, product candidates and services;

●

our expectations regarding the integrity of our supply chain for our products;

●

the potential for adverse application of environmental, health and safety and other laws and regulations of any jurisdiction on our operations;

●

our expectations for market acceptance of our new products;

●

the potential for our marketed products to be withdrawn due to recalls, patient adverse events or deaths;

●

our ability to successfully prepare, file, prosecute, maintain, defend, including in cases of infringement, and enforce patent claims and other intellectual property rights on our products;

●

our ability to identify and pursue development of additional products;

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●

the implementation of our business strategies;

●

the potential for exposure to product liability claims;

●

our financial performance expectations and interpretations thereof by securities analysts and investors;

●

our ability to compete in the development and marketing of our products and product candidates with existing companies and new market entrants in our industry;

●

difficulties or delays in the development, production, manufacturing and marketing of new or existing products and services, including difficulties or delays associated with obtaining requisite regulatory approvals or clearances associated with those activities;

●

changes in laws and regulations or in the interpretation or application of laws or regulations, as well as possible failures to comply with applicable laws or regulations as a result of possible misinterpretations or misapplications;

●

cost-containment efforts of our customers, purchasing groups, third-party payers and governmental organizations;

●

costs associated with protecting our trade secrets and enforcing our patent, copyright and trademark rights, and successful challenges to the validity of our patents, copyrights or trademarks;

●

actions of regulatory bodies and other government authorities, including the FDA and foreign counterparts, that could delay, limit or suspend product development, manufacturing or sales or result in recalls, seizures, consent decrees, injunctions and monetary sanctions;

●

costs or claims resulting from potential errors or defects in our manufacturing that may injure persons or damage property or operations, including costs from remediation efforts or recalls;

●

the results, consequences, effects or timing of any commercial disputes, patent infringement claims or other legal proceedings or any government investigations;

●

changes in our production capacity, including interruptions in our ability to manufacture our products or an inability to obtain key components or raw materials or increased costs in such key components or raw materials;

●

the failure of third parties to uphold their contractual duties or meet expected deadlines;

●

uncertainties in our industry due to the effects of government-driven or mandated healthcare reform;

●

competitive pressures in the markets in which we operate;

●

potential negative impacts resulting from a future pandemic or epidemic, or natural disaster;

●

the impact on our operations and financial results of any public health emergency and any related policies and actions by governments or other third parties;

●

breaches or failures of our or our vendors’ or customers’ information technology systems or products, including by cyber-attack, data leakage, unauthorized access or theft;

●

the loss of, or default by, one or more key customers or suppliers;

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●

unfavorable changes to the terms of key customer or supplier relationships;

●

weakening of economic conditions, or the anticipation thereof, that could adversely affect the level of demand for our products;

●

increasing and/or fluctuating tax and interest rates as well as inflationary pressures on the U.S. and global economies;

●

geopolitical risks, including tariffs, trade disputes, international conflicts and recent or upcoming elections in the United States and other countries, which could, among other things, lead to increased market volatility; and

●

other risks detailed in our filings with the United States Securities and Exchange Commission (the “SEC”).

These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth under “Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations,” “Part II, Item 1A. Risk Factors,” and elsewhere in this Quarterly Report, and under “Part I, Item 1A. Risk Factors” and “Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) and those set forth from time to time in our other filings with the SEC. These documents are available through our website or through the SEC's Electronic Data Gathering and Analysis Retrieval system at http://www.sec.gov. In light of such risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date of this Quarterly Report, or if earlier, as of the date they were made. We do not intend to, and disclaim any obligation to, update or revise any forward-looking statements unless required by securities law.

Unless expressly indicated or the context requires otherwise, references in this Quarterly Report to “IRADIMED,” the “Company,” “we,” “our,” and “us” refer to IRADIMED CORPORATION.

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

IRADIMED CORPORATION

CONDENSED BALANCE SHEETS


	March 31,		December 31,
	2025		2024
	(unaudited)		(audited)
ASSETS
Current assets:
Cash and cash equivalents	$	50,330,880	$	52,233,907
Accounts receivable, net of allowance for credit losses of $259,390 as of March 31, 2025, and $368,835 as of December 31, 2024		12,706,192		10,556,733
Inventory, net		10,555,729		10,401,889
Prepaid expenses and other current assets		1,543,964		2,049,690
Total current assets		75,136,765		75,242,219
Property and equipment, net		20,377,795		16,810,797
Intangible assets, net		3,258,759		3,098,691
Operating lease right-of-use asset		59,221		154,688
Deferred tax asset, net		2,690,886		2,820,468
Other assets		206,009		198,912
Total assets	$	101,729,435	$	98,325,775
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,590,044	$	1,896,405
Accrued payroll and benefits		2,266,642		3,771,756
Other accrued taxes		256,980		162,998
Warranty reserve		118,600		118,269
Deferred revenue		2,598,549		2,259,616
Current portion of operating lease liabilities		59,221		153,264
Other current liabilities		—		150,000
Accrued income taxes		583,408		—
Total current liabilities		8,473,444		8,512,308
Deferred revenue, non-current		3,201,561		2,993,287
Operating lease liabilities, non-current		—		1,424
Total liabilities		11,675,005		11,507,019
Stockholders’ equity:
Common stock; $0.0001 par value per share; 31,500,000 shares authorized; 12,715,109 shares issued and outstanding as of March 31, 2025, and 12,709,860 shares issued and outstanding as of December 31, 2024		1,272		1,271
Additional paid-in capital		30,736,500		30,026,734
Retained earnings		59,316,658		56,790,751
Total stockholders' equity		90,054,430		86,818,756
Total liabilities and stockholders’ equity	$	101,729,435	$	98,325,775

See accompanying notes to unaudited condensed financial statements.

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IRADIMED CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended
	March 31,
	2025		2024
Revenue	$	19,510,637	$	17,598,119
Cost of revenue		4,667,831		4,210,396
Gross profit		14,842,806		13,387,723
Operating expenses:
General and administrative		4,610,832		3,991,211
Sales and marketing		4,176,273		3,827,165
Research and development		624,245		821,000
Total operating expenses		9,411,350		8,639,376
Income from operations		5,431,456		4,748,347
Other income, net		513,973		495,154
Income before provision for income taxes		5,945,429		5,243,501
Provision for income tax expense		1,258,000		1,106,968
Net income	$	4,687,429	$	4,136,533
Net income per share:
Basic	$	0.37	$	0.33
Diluted	$	0.37	$	0.32
Weighted average shares outstanding:
Basic		12,714,224		12,662,526
Diluted		12,825,672		12,749,973

See accompanying notes to unaudited condensed financial statements.

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IRADIMED CORPORATION

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


				Additional
	Common Stock			Paid-in		Retained		Stockholders’
	Shares	Amount		Capital		Earnings		Equity
Balances, December 31, 2024	12,709,860	$	1,271	$	30,026,734	$	56,790,751	$	86,818,756
Net income	—		—		—		4,687,429		4,687,429
Dividends declared	—		—		—		(2,161,522)		(2,161,522)
Stock-based compensation expense	—		—		826,064		—		826,064
Net share settlement of restricted stock units	5,249		1		(116,298)		—		(116,297)
Balances, March 31, 2025	12,715,109	$	1,272	$	30,736,500	$	59,316,658	$	90,054,430


				Additional
	Common Stock			Paid-in		Retained		Stockholders’
	Shares	Amount		Capital		Earnings		Equity
Balances, December 31, 2023	12,660,313	$	1,265	$	28,160,745	$	43,258,154	$	71,420,164
Net income	—		—		—		4,136,533		4,136,533
Stock-based compensation expense	—		—		628,640		—		628,640
Net share settlement of restricted stock units	3,872		1		(63,876)		—		(63,875)
Balances, March 31, 2024	12,664,185	$	1,266	$	28,725,509	$	47,394,687	$	76,121,462

See accompanying notes to unaudited condensed financial statements.

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IRADIMED CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended
	March 31,
	2025		2024
Operating activities:
Net income	$	4,687,429	$	4,136,533
Adjustments to reconcile net income to net cash provided by operating activities:
Allowance for credit losses		(14,910)		(38,207)
Provision for excess and obsolete inventory		(37,718)		39,001
Depreciation & amortization		194,122		226,089
Loss on disposal of property and equipment		—		207
Stock-based compensation		826,064		628,640
Deferred income taxes, net		129,582		917,373
Changes in operating assets and liabilities:
Accounts receivable		(2,134,549)		(764,322)
Inventory		(120,010)		93,052
Prepaid expenses and other current assets		505,726		157,483
Other assets		(7,097)		(3,252)
Accounts payable		693,639		(640,320)
Accrued payroll and benefits		(1,505,114)		(630,882)
Other accrued taxes		93,982		33,297
Warranty reserve		331		(2,433)
Deferred revenue		547,207		(269,106)
Other current liabilities		(150,000)		—
Accrued income taxes		583,408		—
Net cash provided by operating activities		4,292,092		3,883,154
Investing activities:
Purchases of property and equipment		(3,697,468)		(270,566)
Capitalized intangible assets		(219,832)		(208,237)
Net cash used in investing activities		(3,917,300)		(478,803)
Financing activities:
Dividends paid		(2,161,522)		(7,975,997)
Taxes paid related to the net share settlement of equity awards		(116,297)		(63,876)
Net cash used in financing activities		(2,277,819)		(8,039,873)
Net decrease in cash and cash equivalents		(1,903,027)		(4,635,522)
Cash and cash equivalents, beginning of period		52,233,907		49,762,198
Cash and cash equivalents, end of period	$	50,330,880	$	45,126,676
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	9,000	$	189,595
Operating and short-term lease payments recorded within cash flow provided by operating activities	$	178,749	$	203,354

See accompanying notes to unaudited condensed financial statements.

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IRADIMED CORPORATION

Notes to Unaudited Condensed Financial Statements

1 — Basis of Presentation

The accompanying interim condensed financial statements of IRADIMED CORPORATION (“Iradimed”, the “Company,” “we,” “our” and “us”) have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The interim financial information is unaudited, but reflects all normal adjustments that are, in the opinion of management, necessary for the fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, and other interim periods, or future years or periods.

The accompanying interim condensed financial statements should be read in conjunction with the financial statements and related footnotes to financial statements included in our 2024 Annual Report. The accounting policies followed in the preparation of these interim condensed financial statements, except as described in Note 1 herein, are consistent in all material respects with those described in Note 1 to the Financial Statements in the 2024 Annual Report.

We operate in one reportable segment, which develops, manufactures, markets, sells, and distributes Magnetic Resonance Imaging (“MRI”) compatible medical devices and products, related accessories, disposables, and service for use primarily by hospitals and acute care facilities during MRI procedures.

Certain Significant Risks and Uncertainties

We market our products to end users in the United States and to third-party distributors internationally. Sales to end users in the United States are generally made on open credit terms. Management maintains an allowance for potential credit losses.

We have deposited our cash and cash equivalents with various financial institutions. Our cash and cash equivalents balances exceed federally insured limits regularly throughout the year. We have not incurred any losses related to these balances.

Our medical devices require clearance from the FDA and international regulatory agencies prior to commercialized sales. Our future products may not receive required clearances. If we were denied such clearances, or if such clearances were revoked or delayed or if we were unable to timely renew certain clearances for existing products, it would have a materially adverse impact on our business, results of operations and financial condition.

Certain key components of our products essential to their functionality are sole-sourced. Any disruption in the availability of these components would have a materially adverse impact on our business, results of operations and financial condition.

2 — Revenue Recognition

Disaggregation of Revenue

We disaggregate revenue from contracts with customers by geographic region and revenue type as we believe it best depicts the nature, amount, timing and uncertainty of our revenue and cash flow.

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Revenue information by geographic region is as follows:


	Three Months Ended
	March 31,
	2025		2024

	(unaudited)
United States	$	15,952,619	$	13,408,956
International		3,558,018		4,189,163
Total revenue	$	19,510,637	$	17,598,119

Revenue information by type is as follows:


	Three Months Ended
	March 31,
	2025		2024

	(unaudited)
Devices:
MRI Compatible Intravenous ("IV") Infusion Pump Systems	$	5,999,212	$	5,192,680
MRI Compatible Patient Vital Signs Monitoring Systems		6,544,679		6,461,658
Ferro Magnetic Detection Systems		418,204		249,700
Total devices revenue		12,962,095		11,904,038
Amortization of extended warranty agreements		560,199		487,131
Disposables		4,947,088		4,013,875
Services and other		1,041,255		1,193,075
Total revenue	$	19,510,637	$	17,598,119

Contract Liabilities

Our contract liabilities consist of:


	March 31,		December 31,
	2025		2024
	(unaudited)		(audited)
Advance payments from customers	$	231,766	$	88,099
Shipments in-transit		224,730		2,387
Extended warranty agreements		5,343,614		5,162,417
Total	$	5,800,110	$	5,252,903

Changes in the contract liabilities during the periods presented are as follows:


	Deferred
	Revenue
	(unaudited)
Contract liabilities, December 31, 2024	$	5,252,903
Increases due to cash received from customers		1,306,300
Decreases due to recognition of revenue		(759,093)
Contract liabilities, March 31, 2025	$	5,800,110


	Deferred
	Revenue
	(unaudited)
Contract liabilities, December 31, 2023	$	5,360,360
Increases due to cash received from customers		1,342,418
Decreases due to recognition of revenue		(1,607,929)
Contract liabilities, March 31, 2024	$	5,094,849

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Capitalized Contract Costs

Our capitalized contract costs totaled $192,094 and $179,597 as of March 31, 2025 and December 31, 2024, respectively, and are classified as other assets on the unaudited condensed balance sheets.

3 — Basic and Diluted Net Income per Share

Basic net income per share is based upon the weighted-average number of shares of Company common stock, par value $0.0001 per share (“common stock”), outstanding during the period. Diluted net income per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Stock options, restricted stock units and performance-based restricted stock units granted by us represent the only dilutive effect reflected in diluted weighted-average shares of common stock outstanding.

The following table presents the computation of basic and diluted net income per share of common stock:


	Three Months Ended March 31,
	2025		2024

	(unaudited)
Net income	$	4,687,429	$	4,136,533
Weighted-average shares outstanding — Basic		12,714,224		12,662,526
Effect of dilutive securities:
Stock options		—		2,340
Restricted stock units		52,454		49,269
Performance-based restricted stock units		58,994		35,838
Weighted-average shares outstanding — Diluted		12,825,672		12,749,973
Basic net income per share	$	0.37	$	0.33
Diluted net income per share	$	0.37	$	0.32

Restricted stock units excluded from the calculation of diluted net income per share because the effect would have been anti-dilutive are as follows:


	Three Months Ended
	March 31,
	2025	2024

	(unaudited)
Anti-dilutive restricted stock units	137	719

4 — Inventory, net

Inventory consists of:


	March 31,		December 31,
	2025		2024
	(unaudited)		(audited)
Raw materials	$	8,937,867	$	9,022,690
Work in process		714,655		568,540
Finished goods		1,373,860		1,319,030
Inventory before allowance for excess and obsolete		11,026,382		10,910,260
Allowance for excess and obsolete		(470,653)		(508,371)
Total	$	10,555,729	$	10,401,889

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5 — Property and Equipment, net

Property and equipment consist of:


	March 31,		December 31,
	2025		2024
	(unaudited)		(audited)
Land	$	6,253,790	$	6,253,790
Computer software and hardware		1,695,337		1,584,889
Furniture and fixtures		1,849,427		1,842,773
Leasehold improvements		270,486		270,486
Machinery and equipment		2,782,397		2,645,129
Construction in-process		12,256,220		8,809,237
		25,107,657		21,406,304
Accumulated depreciation		(4,729,862)		(4,595,507)
Total	$	20,377,795	$	16,810,797

Depreciation expense of property and equipment was $134,355 and $168,657 for the three months ended March 31, 2025 and 2024, respectively.

Property and equipment, net, information by geographic region is as follows:


	March 31,		December 31,
	2025		2024
	(unaudited)		(audited)
United States	$	20,055,523	$	16,398,513
International		322,272		412,284
Total property and equipment, net	$	20,377,795	$	16,810,797

Long-lived assets held outside of the United States consist principally of tooling and machinery and equipment, which are components of property and equipment, net.

6 — Intangible Assets, net

The following table summarizes the components of intangible asset balances:


	March 31,		December 31,
	2025		2024
	(unaudited)		(audited)
Patents — in use	$	370,957	$	321,874
Patents — fully amortized		70,164		70,164
Patents — in process		136,006		177,023
Internally developed software — in use		1,840,520		1,840,520
Internally developed software — in process		2,042,393		1,835,189
Trademarks		42,629		38,067
		4,502,669		4,282,837
Accumulated amortization		(1,243,910)		(1,184,146)
Total	$	3,258,759	$	3,098,691

Amortization expense of intangible assets was $59,764 and $57,432 for the three months ended March 31, 2025 and 2024, respectively.

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Expected annual amortization expense for the remaining portion of 2025 and the next five years related to intangible assets, excluding trademarks considered to have indefinite lives and in process intangible assets, is as follows:


Nine months remaining ending December 31, 2025	$	178,179
2026	$	226,629
2027	$	152,917
2028	$	150,314
2029	$	146,592
2030	$	128,619
Thereafter	$	54,481

7 — Segment Reporting

The Company operates in one business segment that develops, manufactures, markets, sells, and distributes MRI compatible medical devices and products, related accessories, disposables, and services relating to them. The determination of a single business segment is consistent with the consolidated financial information regularly provided to the Company’s appointed chief operating decision maker (“CODM”), who is President, Chief Executive Officer, and Chairman of the Board of Directors, Roger Susi. As the Company has only one operating segment and is managed on a consolidated basis, the measure of profit or loss is consolidated net income or loss. The accounting policies for our segment are the same as those described in “Note 1 - Organization and Significant Accounting Policies” in our 2024 Annual Report, and in Note 1 above. See the Condensed Consolidated Statements of Operations.

8 — Fair Value Measurements

The fair values of cash equivalents, accounts receivables net, and accounts payable approximate their carrying amounts due to their short duration.

As of March 31, 2025, we did not have any assets or liabilities subject to recurring fair value measurements.

9 — Stock-Based Compensation

Stock-based compensation was recognized as follows in the unaudited Condensed Statements of Operations:


	Three Months Ended
	March 31,
	2025		2024

	(unaudited)
Cost of revenue	$	72,026	$	58,079
General and administrative		518,628		380,782
Sales and marketing		134,707		134,866
Research and development		100,703		54,913
Total	$	826,064	$	628,640

As of March 31, 2025, we had (i) $4,104,482 of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 2.37 years and (ii) $1,347,453 of unrecognized compensation cost related to unvested performance-based restricted stock units, which is expected to be recognized over a weighted-average period of 2.17 years.

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The following table presents a summary of our equity award activity for the three months ended March 31, 2025 (shares):


	Three Months Ended
	March 31, 2025
		Performance
		Based
	Restricted	Restricted
	Stock Units	Stock Units
Outstanding beginning of period	134,816	44,251
Awards granted	350	—
Awards exercised/vested	(5,041)	(2,210)
Awards canceled/ forfeited	(593)	—
Outstanding end of period	129,532	42,041

10 — Income Taxes

For the three months ended March 31, 2025, we recorded a provision for income tax expense of $1,258,000. For the three months ended March 31, 2025, our effective tax rate was 21.2% and differed from the U.S. Federal statutory rate primarily due to U.S. state income tax expense, partially offset by benefits from research and development tax credits.

For the three months ended March 31, 2024, we recorded a provision for income tax expense of $1,106,968. For the three months ended March 31, 2024, our effective tax rate was 21.1% and differed from the U.S. Federal statutory rate primarily due to U.S. state income tax expense, partially offset by benefits from research and development tax credits.

On July 31, 2024, the Company received a notice of examination from the U.S. Internal Revenue Service for the tax year ended December 31, 2021. We are currently complying with the taxing authority and believe our tax position for the year under review was appropriate and have not accounted for any proposed adjustments at this time. The Company remains subject to income tax examinations for our United States Federal and certain U.S. state income taxes for 2020 and subsequent years.

11 — Leases

We have entered into operating lease contracts for our manufacturing plant, office space, and various office equipment with two material lease contracts outstanding.

In January 2014, we entered into a non-cancelable operating lease, commencing on July 1, 2014, for our manufacturing and headquarters facility in Winter Springs, Florida owned by Susi, LLC, an entity controlled by our President, Chief Executive Officer, and Chairman of the Board, Roger Susi. Pursuant to the terms of our lease for this property, the monthly base rent is $34,133, adjusted annually for changes in the consumer price index. The Company paid Susi, LLC $130,101 and $129,482 for the three months ended March 31, 2025 and 2024, respectively. On May 31, 2019, the expiration date of the initial lease term, and pursuant to the terms of the lease contract, we renewed the lease for an additional five years, which was set to expire on May 31, 2024.

On May 29, 2024, the Company entered into a lease amendment (the “Lease Amendment”) with Susi, LLC under which the Company did not exercise the second five-year option because of the Company’s continued construction of a new corporate office and manufacturing facility in Orange County, Florida (the “New Facility”). Pursuant to the terms of the Lease Amendment, the monthly base rent is $34,133, adjusted annually for changes in the consumer price index, and the Lease Amendment has an expiration date of May 31, 2025, and includes an option to renew on a month-to-month basis for up to six months thereafter. We intend to exercise the option to renew on a month-to-month basis until the move to the New Facilities. The impact of the Lease Amendment to the Right-of-Use (“ROU”) asset valuation was a reduction in the ROU lease liability and ROU assets in the amount of $1.48 million. It has no impact on the statements of operations or cash flow.

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This Lease Amendment does not contain any residual value guarantee or material restrictive covenants.

In February 2023, we entered into two, two-year, non-cancelable operating leases with non-related parties for additional office space in Winter Springs, Florida. Pursuant to the contract terms, the leases expired in February 2025 and did not contain any residual value guarantee or material restrictive covenants. Pursuant to the lease terms, the total monthly base rent was $10,055. For the three months ended March 31, 2025 and 2024, the Company paid $7,731 and $30,165, respectively. Under the terms of the leases, we were responsible for insurance and maintenance expenses.

Operating leases cost recognized in the unaudited Condensed Statements of Operations is as follows:


	Three Months Ended
	March 31,
	2025		2024

	(unaudited)
Cost of revenue	$	59,124	$	58,843
General and administrative		106,879		132,094
Sales and marketing		3,309		3,293
Research and development		9,168		9,124
Total	$	178,480	$	203,354

Lease costs for short-term leases were immaterial for the three months ended March 31, 2025 and 2024.

Maturity of our operating lease liability as of March 31, 2025, is as follows:


2025		73,964
Total lease payments		73,964
Imputed interest		(14,743)
Present value of lease liability	$	59,221

12 — Commitments and Contingencies

Purchase commitments. We had various purchase orders for goods or services totaling $6,856,930 and $8,217,571 as of March 31, 2025 and December 31, 2024, respectively. Amounts recognized in our balance sheet related to these purchase orders were immaterial.

Legal matters. We may, from time to time, become a party to various legal proceedings or claims that arise in the ordinary course of business.

13 — Subsequent Events

On May 5, 2025, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.17 per share on the Company's outstanding common stock. The payment will be made to stockholders on May 30, 2025, to stockholders of record at the close of business on May 20, 2025.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our unaudited condensed financial statements and the related notes to those statements included in this Quarterly Report, the discussion of certain risks and uncertainties contained in “Part I. Item 1A. Risk Factors,” the discussion under “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part I, Item 1. Business” included in the 2024 Annual Report and “Part II. Item 1A. Risk Factors” of this Quarterly Report and the “Cautionary Statements Regarding Forward-Looking Statements” section at the beginning of this Quarterly Report.

Our Business

We develop, manufacture, market, sell, and distribute MRI compatible medical devices and product related accessories, disposables, and services.

We are a leader in the development of innovative MRI compatible medical devices and products. We are the only known provider of a non-magnetic IV infusion pump system that is specifically designed to be safe for use during MRI procedures. We were the first to develop an infusion delivery system that largely eliminates many of the dangers and problems present during MRI procedures. Standard infusion pumps contain magnetic and electronic components, which can create radio frequency interference and are dangerous to operate in the presence of the powerful magnet that drives an MRI system. Our patented MRidium® MRI compatible IV infusion pump system has been designed with a non-magnetic ultrasonic motor, uniquely designed non-ferrous parts and other special features to safely and predictably deliver anesthesia and other IV fluids during various MRI procedures. Our pump solution provides a seamless approach that enables accurate, safe and dependable fluid delivery before, during and after an MRI scan, which is important to critically ill patients who cannot be removed from their vital medications, and children and infants who must generally be sedated to remain immobile during an MRI scan.

Each IV infusion pump system consists of an MRidium® MRI compatible IV infusion pump, non-magnetic mobile stand, proprietary disposable IV tubing sets and many of these systems contain additional optional upgrade accessories.

Our 3880 MRI compatible patient vital signs monitoring system has been designed with non-magnetic components and other special features to safely and accurately monitor a patient’s vital signs during various MRI procedures. The IRADIMED 3880 system operates dependably in magnetic fields up to 30,000 gauss, which means it can operate virtually anywhere in the MRI scanner room. The IRADIMED 3880 has a compact, lightweight design allowing it to travel with the patient from their critical care unit to the MRI and back, resulting in increased patient safety through uninterrupted vital signs monitoring and decreasing the amount of time critically ill patients are away from critical care units. The features of the IRADIMED 3880 include: wireless Electrocardiogram (ECG) with dynamic gradient filtering; wireless blood oxygen saturation monitoring (SpO2) using Masimo® algorithms; non-magnetic respiratory carbon dioxide (CO2); invasive and non-invasive blood pressure; patient temperature; and optional advanced multi-gas anesthetic agent unit featuring continuous Minimum Alveolar Concentration measurements. The IRADIMED 3880 MRI compatible patient vital signs monitoring system has an easy-to-use design and allows for the effective communication of patient vital signs information to clinicians.

Our 3600 ferromagnetic detection device, IRadimed FMD1 with RALU is the first ferromagnetic detection device with TruSenseTM threat qualification technology. Our patent pending TruSenseTM technology predicts an approaching ferrous hazard by uniquely sensing a threat’s speed, trajectory, and MRI Zone IV door status. with IRadimed’s expertise in Dynamic Signal Processing. This technology reduces false alarms, all while simultaneously circumventing background magnetic field noise. The 3600 ferromagnetic detection device can be self-installed and does not require drilling, special tools, permits or contractors like traditional FMD systems. The wireless touchscreen, remote alarm logging unit (RALU), is unique in the industry and provides a full color visual representation of the MRI door and FMD status. When an incident occurs, this wireless touchscreen uniquely allows users to quickly and easily log all ferrous items as they enter the MRI Zone IV improving the reporting accuracy hospitals require for accreditation.

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We generate revenue from the sale of MRI compatible medical devices and related products, accessories, extended warranty agreements, services related to maintaining our products and the sale of disposable products used with our devices. The principal customers for our MRI compatible products include hospitals and acute care facilities, both in the United States and internationally. As of March 31, 2025, our direct U.S. sales force consisted of 27 field sales representatives, 4 regional sales directors and supplemented by 9 clinical application specialists. Internationally, we have distribution agreements with independent distributors selling our products.

Selling cycles for our devices have varied widely and have historically ranged between three and six months in duration. We also enter into agreements with integrated delivery networks (“IDNs”) and healthcare supply contracting companies, which are commonly referred to as group purchasing organizations (“GPOs”) in the U.S., which enable us to sell and distribute our products to their member hospitals. GPOs negotiate volume purchase prices for hospitals, group practices, and other clinics that are members of a GPO. Under our GPO agreements, we are required to pay the GPOs a fee of three percent of the sales of our products to members of the GPO. Sales to participating IDNs do not have an associated fee.

Financial Highlights

For the quarter ended March 31, 2025, our revenue increased by $1.9 million, or 11% to $19.5 million, compared to $17.6 million for the quarter ended March 31, 2024. Income before the provision for income taxes was $5.9 million for the quarter ended March 31, 2025, compared to $5.2 million for the quarter ended March 31, 2024. Net income was $4.7 million, or $0.37 per diluted share, in the quarter ended March 31, 2025, compared to $4.1 million, or $0.32 per diluted share in the quarter ended March 31, 2024.

For the remainder of fiscal year 2025, we expect higher revenue when compared to the same period in 2024 primarily due to higher sales of our medical devices and products, related accessories, disposables, and services. We also expect higher operating expenses compared to the same period in 2024 primarily due to higher sales and marketing, regulatory, and general and administrative expenses.

Recent Developments and Trends

In addition to the trends identified in the 2024 Annual Report under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our business in fiscal year 2025 has been impacted, and we believe will continue to be impacted, by the following recent development and trend.

The United States recently announced changes to its trade policies, including increasing tariffs on imports, in some cases significantly, and potentially negotiating or terminating existing trade agreements. These actions have prompted retaliatory tariffs and other measures by a number of countries. In April 2025, actions were taken by the U.S. and certain other countries to modify the timing, rates and/or other aspects of certain of these tariffs. However, some of the new tariffs remain in effect, including significant tariffs between the U.S. and China, as well as other markets for our products and sources of certain of our manufacturing inputs. While the long-term effects remain uncertain, we continue to closely monitor the evolving trade policy environment, which presents a mix of impacts, including, among others, the potential for increased production costs and higher pricing to our customers, either of which could negatively affect our business, results of operations and financial condition. In addition, the imposition of tariffs, as well as uncertainty about their scope and duration could result in an increase in some input costs and/or inflation, or otherwise adversely affect economic conditions. The Company continues to monitor the economic effects of such announcements and is implementing plans to mitigate related impacts, but the effects associated with the tariffs remain uncertain. See “Part II, Item 1A. Risk Factors” in this Quarterly Report.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based on our unaudited condensed financial statements, which we have prepared in accordance with GAAP. The preparation of these unaudited condensed financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements as well as the reported revenue and expenses during the reporting periods.

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On an ongoing basis, we evaluate our estimates and judgments. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe that the estimates, assumptions and judgments involved in the accounting policies described in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 Annual Report have the greatest potential impact on our financial statements, so we consider them to be our critical accounting policies and estimates. As of March 31, 2025, there were no material changes to the information provided regarding recent accounting pronouncements in Note 1 to the Financial Statements in the 2024 Annual Report.

Results of Operations

The following table sets forth selected statements of operations data as a percentage of total revenue for the periods indicated. Our historical operating results are not necessarily indicative of the results for any future period.


	Percent of Revenue
	Three Months Ended
	March 31,
	2025		2024
	(unaudited)
Revenue	100.0	%	100.0	%
Cost of revenue	23.9		23.9
Gross profit	76.1		76.1
Operating expenses:
General and administrative	23.6		22.7
Sales and marketing	21.4		21.7
Research and development	3.2		4.7
Total operating expenses	48.2		49.1
Income from operations	27.9		27.0
Other income, net	2.6		2.8
Income before provision for income taxes	30.5		29.8
Provision for income tax expense	6.5		6.3
Net income	24.0	%	23.5	%

Comparison of the Three Months Ended March 31, 2025 and 2024

Revenue by Geographic Region


	Three Months Ended
	March 31,
	2025		2024

	(unaudited)
United States	$	15,952,619	$	13,408,956
International		3,558,018		4,189,163
Total revenue	$	19,510,637	$	17,598,119

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Revenue by Type


	Three Months Ended
	March 31,
	2025		2024

Devices:	(unaudited)
MRI Compatible IV Infusion Pump Systems	$	5,999,212	$	5,192,680
MRI Compatible Patient Vital Signs Monitoring Systems		6,544,679		6,461,658
Ferro Magnetic Detection Systems		418,204		249,700
Total devices revenue		12,962,095		11,904,038
Amortization of extended warranty agreements		560,199		487,131
Disposables		4,947,088		4,013,875
Services and other		1,041,255		1,193,075
Total revenue	$	19,510,637	$	17,598,119

For the three months ended March 31, 2025, revenue increased by $1.9 million, or 11%, to $19.5 million from $17.6 million for the same period in 2024. This is attributed to continued demand for our IV Infusion Pump System, disposables and amortization of extended warranty revenue.

Revenue from sales in the U.S. increased by $2.5 million, or 19%, to $16.0 million for the three months ended March 31, 2025, from $13.4 million for the same period in 2024. Revenue from sales internationally decreased by $0.6 million, or 15%, for the three months ended March 31, 2025 to $3.6 million, from $4.2 million for the same period in 2024. Domestic sales accounted for 82% of revenue for the three months ended March 31, 2025, compared to 76% for the same period in 2024.

Revenue from sales of devices increased by $1.1 million, or 9%, to $13.0 million for the three months ended March 31, 2025, from $11.9 million for the same period in 2024. Revenue from the amortization of extended warranty agreements increased by $0.1 million, or 15%, to $0.6 million for the three months ended March 31, 2025, from $0.5 million for the three months ended March 31, 2024. Revenue from sales of our disposables increased by $0.9 million, or 23%, to $4.9 million for the three months ended March 31, 2025, from $4.0 million for the same period in 2024. Revenue from the services and other decreased by $0.2 million, or 13%, to $1.0 million for the three months ended March 31, 2025, from $1.2 million for the three months ended March 31, 2024.

Cost of Revenue and Gross Profit


	Three Months Ended
	March 31,
	2025			2024
	(unaudited)
Revenue	$	19,510,637		$	17,598,119
Cost of revenue		4,667,831			4,210,396
Gross profit	$	14,842,806		$	13,387,723
Gross profit percentage		76.1	%		76.1	%

For the three months ended March 31, 2025 our cost of revenue increased by $0.5 million, or 12%, to $4.7 million from $4.2 million for the same period in 2024. For the three months ended March 31, 2025, our gross profit increased by $1.4 million, or 10%, to $14.8 million from $13.4 million for the same period in 2024. Gross profit margin remained at 76.1% for both the three months ended March 31, 2025 and 2024.

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Operating Expenses


	Three Months Ended
	March 31,
	2025			2024
	(unaudited)
General and administrative	$	4,610,832		$	3,991,211
Percentage of revenue		23.6	%		22.7	%
Sales and marketing	$	4,176,273		$	3,827,165
Percentage of revenue		21.4	%		21.7	%
Research and development	$	624,245		$	821,000
Percentage of revenue		3.2	%		4.7	%

General and Administrative

For the three months ended March 31, 2025, general and administrative expense increased by $0.6 million, or 15%, to $4.6 million from $4.0 million for the same period in 2024. This increase is primarily due to higher legal and professional expenses, software maintenance, and increased payroll and benefit expenses.

Sales and Marketing

For the three months ended March 31, 2025, sales and marketing expense increased by $0.4 million, or 11%, to $4.2 million from $3.8 million for the same period in 2024. This increase is primarily due to higher sales commissions, sales activities expenses, and payroll and benefits expenses.

Research and Development

For the three months ended March 31, 2025, research and development expense decreased by $0.2 million, or 25.0%, to $0.6 million from $0.8 million for the same period in 2024. This is primarily due to a reduction in the purchase of protype materials, offset by increased payroll and benefit expenses. These approved parts are now included in raw material inventory.

Other Income, Net

Other income, net consists of interest income, (the largest component), foreign currency gains and losses, and other miscellaneous income. For the three months ended March 31, 2025, other income, net remained consistent at $0.5 million compared with the same period in 2024.

Income Taxes

For the three months ended March 31, 2025, we recorded a provision for income tax expense of $1,258,000. Our effective tax rate was 21.2% for the three months ended March 31, 2025 and differed from the U.S. Federal statutory rate primarily due to U.S. state income tax expense, partially offset by research and development tax credits.

For the three months ended March 31, 2024, we recorded a provision for income tax expense of $1,106,968. Our effective tax rate was 21.1% and differed from the U.S. Federal statutory rate primarily due to U.S. state income tax expense partially offset by research and development tax credits.

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Liquidity and Capital Resources

Our principal sources of liquidity have historically been our cash and cash equivalents balances, cash flow from operations and access to the financial markets. Our principal uses of cash are operating expenses, working capital requirements, capital expenditures and dividend payments, if any.

As of March 31, 2025, we had cash and cash equivalents of $50.3 million, stockholders’ equity of $90.1 million, and working capital of $66.7 million. As of December 31, 2024, we had cash and cash equivalents of $52.2 million, stockholders’ equity of $86.8 million, and working capital of $66.7 million.

On April 3, 2024, the Company filed a shelf registration statement on Form S-3 (the “2024 Shelf”), which was declared effective by the SEC on May 8, 2024. The 2024 Shelf covers the offering, issuance and sale by the Company of up to an aggregate of $75.0 million of its common stock. As of March 31, 2025, all $75.0 million remained available under the 2024 Shelf.

We believe that our current cash, and any cash generated from operations will be sufficient to meet our ongoing operating requirements for at least the next 12 months and into the foreseeable future. We do not anticipate requiring additional capital; however, if required or desirable, we may seek to obtain a credit facility, raise debt, or issue additional equity in private or public markets. However, ongoing negative economic conditions (including in relation to inflationary pressures, elevated interest rate levels and impacts from the imposition of, or changes in, tariffs) have resulted in, and may continue to result in, significant disruptions of financial and capital markets, which could reduce our ability to access capital and negatively affect our liquidity in the future.


	Three Months Ended
	March 31,
	2025		2024

	(unaudited)
Net cash provided by operating activities	$	4,292,092	$	3,883,154
Net cash used in investing activities		(3,917,300)		(478,803)
Net cash used in financing activities		(2,277,819)		(8,039,873)

Cash provided by operating activities increased by $0.4 million, to $4.3 million for the three months ended March 31, 2025, compared to $3.9 million for the same period in 2024. During the three months ended March 31, 2025, cash provided by operations was positively impacted by higher net income, lower cash outflows related to accounts payable, and negatively impacted by increased inventory purchases and accounts receivable.

Cash used in investing activities decreased by $3.4 million, to $3.9 million for the three months ended March 31, 2025, compared to $0.5 million for the same period in 2024. The majority of our 2025 spend in investing activities is attributed to construction costs of the New Facility to accommodate our increased and anticipated growth.

Cash used in financing activities decreased by $5.7 million, to $2.3 million for the three months ended March 31, 2025, compared to approximately $8.0 million for the same period in 2024. In March 2024, the Company paid a special dividend to our stockholders; and commenced a regular quarterly dividend payment, subject to the sole discretion of the Company’s Board of Directors and applicable law.

We market our products to end users in the U.S. and to distributors internationally. Sales to end users in the U.S. are generally made on open credit terms. Management maintains an allowance for potential credit losses.

Our current manufacturing and headquarters facility has been leased from Susi, LLC, an entity controlled by our President, Chief Executive Officer, and Chairman of the Board, Roger Susi. Pursuant to the terms of the Lease Amendment, the monthly base rent is $34,133, adjusted annually for changes in the consumer price index.

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Off-Balance Sheet Arrangements

As of March 31, 2025 and December 31, 2024, we did not have any off-balance sheet arrangements, as such term is defined under Item 303 of Regulation S-K, that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

There have been no material changes outside the ordinary course of business to our contractual obligations and commercial commitments since December 31, 2024.

Recent Accounting Pronouncements

As of March 31, 2025, there were no material changes to the information provided regarding recent accounting pronouncements in Note 1 to the Financial Statements in the 2024 Annual Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our market risks from those disclosed in “Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk” of the 2024 Annual Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that: (1) information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (2) such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025. Our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of March 31, 2025 were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We may from time to time become party to various legal proceedings or claims that arise in the ordinary course of business. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. We accrue liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. We do not believe that any such known matters, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations or cash flows.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risks discussed in our 2024 Annual Report and those set forth from time to time in our other filings with the SEC. There have been no material changes in our risk factors from those described in our 2024 Annual Report other than as noted below. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition, or future results.

Changes in U.S. and other countries’ trade policies, including the imposition of tariffs, may have a material

adverse effect on our business and results of operations.

Our business and results of operations may be adversely affected by uncertainty and changes in trade policies

of the U.S. and other countries, including tariffs, trade agreements or other trade restrictions. Changes in tariffs and

other trade policies can be announced with little or no advance notice.

We sell our products in many countries, and we also source certain components and materials for our products from various countries. The U.S. government recently announced tariffs on product imports from certain countries, including higher tariff levels on those imported from Canada, Mexico, and China. These actions have resulted, and are expected to further result, in retaliatory measures on U.S. goods by those countries and others. If maintained, these recently announced tariffs, and the potential escalation of trade disputes could pose a risk to our business that could affect our revenue and cost of sourcing materials. The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and are expected to be impacted by various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that already exist or may be granted, availability and cost of alternative sources of our products and materials, and our ability to offset the effects of any tariffs that might be imposed. Specific legislative and regulatory proposals may be introduced to change international trade law, regulations or interpretations thereof (possibly with retroactive effect) of various jurisdictions or limit trade relief benefits that, if enacted, could materially increase the cost of our goods to export internationally, increase our effective tax rate, or have a material adverse impact on our financial condition and results of operation. We cannot predict whether our own or industry initiatives to maintain, extend or create tariff relief for our products and manufacturing will be successful. We also cannot predict the effect, if any, of the imposition of new or increased tariffs by one country and retaliatory responses by other countries who are trade partners. It is possible that these changes could adversely affect our business beyond the resilience of our current supply chain and investment in manufacturing flexibility. Further, actions we take to adapt to new tariffs or trade restrictions may increase our costs or may cause us to modify our operations, which could be time-consuming and expensive; impact pricing of our products, which could impact our sales, profitability, and our reputation; or cause us to forgo new business opportunities.

In addition, tariffs or other trade restrictions may cause adverse changes and uncertainty in U.S. and global financial and economic conditions, which may adversely impact the demand for our products, the cost of capital projects, and the availability and cost of debt and equity financing.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

None.

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Item 3. Default Upon Senior Securities

Not Applicable.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information

Rule 10b5-1 Trading Arrangement Changes

None of the Company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarterly period ended March 31, 2025.

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Item 6. Exhibits

Exhibit Number		Description of Document
10.1		Employment Agreement between Iradimed Corporation and Jeffrey Chiprin, dated November 26, 2024.
31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rule, 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rule, 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Inline XBRL for the cover page of this Quarterly Report , included as part of this Exhibit 101 inline XBRL Document set

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Table of Contents

IRADIMED CORPORATION

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, thereunto duly authorized.


	IRADIMED CORPORATION

Dated: May 5, 2025	/s/ Roger Susi
	By:	Roger Susi
	Its:	Chief Executive Officer and President
		(Principal Executive Officer and Authorized Officer)

	/s/ John Glenn
	By:	John Glenn
	Its:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-10.1 2 irmd-20250331xex10d1.htm EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made on the 26th day of November 2024 between Iradimed Corporation, a Delaware corporation, having offices at 1025 Willa Springs Drive, Winter Springs, Florida (“Iradimed” or Company’’), and Jeff Chiprin (“Executive”).

WITNESSETH:

WHEREAS, Iradimed desires to employ Executive upon the terms and conditions hereinafter stated, and;

WHEREAS, the Executive wishes to be employed by Iradimed on the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the facts, mutual promises and covenants contained herein and intending to be legally bound thereby, Iradimed and Executive agree as follows:

1.	Employment. Iradimed shall employ Executive, and Executive hereby accepts employment by Iradimed for the period and upon the terms and conditions of this Agreement, beginning the 27th day of November 2024 (the “Start Date”).

Title and Duties. Executive is being hired to serve Iradimed as Chief Commercial Officer (“CCO”). Executive will report to the President and Chief Executive Officer (the “CEO”) of the Company and shall have such authority and responsibilities as delegated or assigned from time to time by the CEO and/or his designee. Executive shall be responsible for directing and overseeing all revenue-generating activities through sales and marketing leadership and identifying business expansion opportunities (i.e., acquisition), and developing and maintaining personnel to meet the Company’s revenue goals.

3.	Policies. Except as provided herein, Executive shall be covered by and agrees to comply with all Iradimed policies on the same terms as are applicable to other fulltime Executives.

Extent of Services. Executive shall devote substantially all of his/her entire business and professional time and attention to the faithful and diligent performance of Executive’s duties hereunder, and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of Iradimed. Notwithstanding the foregoing, Executive will be permitted to (a) with the prior written consent of the CEO (which consent will not be unreasonably withheld or delayed), act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization as long as such activities are disclosed in writing to Iradimed’s CEO, (b) maintain Executive’s ownership of any business or entity as such ownership exists on the Start Date, (c) with the prior written consent of the CEO, purchase or own any business or entity, and (d) purchase or own less than five percent (5%) of the publicly traded securities

of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that the activities described in clauses (a) through (d) do no interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder.

5.	Compensation.

Base Salary. The Company shall pay the Executive a minimum annual salary of two hundred five thousand dollars (US $205,000.00), or in the event of any portion of a year, a pro-rata daily amount of such annual salary. Executive’s salary will be payable as earned in accordance with the Company’s customary payroll practice and subject to tax withholdings as applicable and required by law. Executive shall also be annually reviewed and eligible for merit increases as warranted by performance. Merit increases shall be based on the Executive’s base salary and subsequent performance review(s), beginning December of 2025 and each year after that while the Company employs the Executive.

Annual Bonus. Executive shall be eligible each fiscal year to receive cash bonus compensation based upon attaining specific qualitative and/or quantitative goals as assigned by the Board of Directors with consideration of any special situations in which the Executive may have demonstrated exemplary performance. The target value of such annual cash bonus awards shall be 50% of the prevailing Base Salary (the “Annual Bonus”).

Equity Compensation. The Company shall provide the Executive with a restricted stock unit award (RSU) and a performance stock unit award (PSU) that will be subject to the terms and conditions of the Iradimed Restricted Stock Unit Agreement executed by the Executive and Company (the “RSU and PSU Grant”). The RSU and PSU Grant will be awarded on December 7, 2024, having a total value of three hundred thirty thousand dollars (US $330,000.00) and split evenly on a 50/50 basis between RSU and PSU awards with the number of shares determined by the price of Iradimed Common Stock at the Nasdaq market closing price the trading day preceding the day of RSU and PSU Grant.

The RSU Grant will vest over three years in annual installments, each equal to 33.33% of the grant. The first installment vests twelve (12) months from the Start Date, and the second and third installments vest 24 and 36 months from the Start Date, respectively.

The PSU Grant will vest on a three-year cliff basis with the final vested shares determined by “Relative TSR” of Iradimed vs. Peer Group or Index from the grant date to the end date.

The PSU vesting payout is as follows:

●

Less than or equal to 80% of the peer group, no vesting

●

Between 80% and 100% of the peer group, vested shares are pro-rata

to the nominal granted shares

●

Equal to 100% of the peer group, vested shares are the nominal granted shares

●

Between 100% and 120% of the peer group, vested shares are pro-rata against additional shares plus nominal granted shares

●

If 120% or greater of the peer group, vested shares are double the nominal granted shares

Annual Equity Bonus. Future equity compensation shall be annually awarded as an RSU and PSU grant with a targeted value of two hundred thousand dollars (US $200,000.00), which may be increased or decreased subject to the Executive’s performance against goals set by the CEO and the Board of Directors. The number of shares is determined in a manner similar to that indicated in 6(c) (the “Equity Bonus”).

Benefits. Executive will be eligible to participate in Iradimed employee benefit plans that apply to all employees generally, including, without limitation, health and dental insurance programs, 40l(k) plan, and four weeks (twenty workdays) annually of paid personal leave (vacation, sick, and personal days).

Housing Allowance. The Company will provide the Executive with a monthly housing allowance of five thousand dollars (US $5,000.00), payable at the beginning of each month for Florida (Orlando Area) housing, with proof of the Executive’s housing liability (i.e., rent/mortgage). Additionally, a one-time allowance for moving and furnishings of up to $10,000 shall be re-reimbursable to the Executive.

Expenses. The Company will reimburse the Executive for reasonable travel, entertainment, lodging, and other expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time. Expense reimbursement shall also be provided for twice monthly airfare for the Executive’s spouse between California and Florida residences.

Car Allowance. Executive shall have a car allowance of up to $750 per month plus insurance, over and above the Housing allowance.

Club Membership. Executive shall be reimbursed for membership dues expenses up to $1000 per year.

6.	Noncompetition/Nonsolicitation/Confidentiality. Executive agrees to execute a Non-Solicitation, Non-Compete and Confidentiality Agreement simultaneously with the execution of this Agreement.

7.	Termination By Company.

(a)

Termination For Cause. Iradimed may terminate Executive’s employment hereunder for “Cause” upon: (a) any willful breach of any material obligation under this Agreement; (b) any gross negligence or willful misconduct by Executive in the performance of his duties as an Iradimed employee; (c) Executive’s conviction of or plea of guilty or nolo contendre to a crime that constitutes a felony under the laws of the United States or any state thereof, if such felony or other crime is work-related, materially impairs the Executive’s ability to perform services for the Company or results in material or financial harm to the Company or its affiliates; (d) Executive’s commission or participation in any act of fraud, embezzlement or dishonesty; (e) Executive’s willful, material breach of an Iradimed policy. Executive shall not be terminated under subparagraphs (a) or (e) herein, unless she has received written notice of such breach from the Company’s Board of Directors, has had an opportunity to respond to the notice, and has failed substantially, where possible, to cure such breach within thirty (30) calendar days of such notice. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon the authority given under a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

(b)

Termination Without Cause. The Term and the Executive’s employment hereunder may be terminated by the Executive for Good Reason (as defined in Section 8 below) or by the Company without Cause (as defined by Section 7(a) above).

8.	Termination By Executive.

(a)

Termination for Good Reason. Executive may terminate his employment hereunder by tendering his resignation to Iradimed. Unless otherwise consented to in writing by Executive, a resignation by Executive shall be for “Good Reason,” where such resignation is tendered within sixty (60) days following: (a) a reduction in Executive’s minimum Base Salary (other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions); (b) a reduction in the Executive’s Annual Bonus opportunity (other than a general reduction in Annual Bonus that affects all similarly situated executives in substantially the same proportions); (c) a material, adverse change in the Executive’s title, authority, duties, or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law); (c) the relocation of Executive’s place of employment outside of a thirty (30) mile radius from the Company’s current address; (d) any material breach by Iradimed of any material provision of this Agreement or any material provision of any other agreement between the Executive and Iradimed; (e) Iradimed’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; (f) a material adverse change in the reporting structure applicable to the Executive. Prior to accepting Executive’s

resignation for any of the reasons set forth in this paragraph, the Company shall have an opportunity to rectify the matter that gave rise to Executive’s resignation. If the matter is not resolved within fifteen (15) days, the Company will accept Executive’s resignation.

Termination and Housing Allowance. In the event of termination by the Executive for Good Reason (as defined in Section 8 above) or by the Company without Cause (as defined by Section 7(a) above), the Company shall pay up to six months of housing expenses which Executive is obligated to pay under the housing liability in Section 5(f) above.

10.

Ownership of Developments. All information, data, ideas, customer lists, or other material which Executive develops or conceives during her employment, (1) which are along the lines of business, work or investigations of the Company, or (2) which result from or are suggested by any work performed by Executive on behalf of the Company, shall be the exclusive property of the Company, shall be promptly disclosed to the Company, and Executive will promptly execute and deliver all documents and do all other things necessary and proper to make all such information, data, ideas, customer lists or other material the absolute property of the Company. Executive agrees to assist the Company in obtaining copyrights, patents, or other appropriate legal protection for the Company’s benefit, such as for information, data, ideas, customer lists, or other material that becomes the exclusive property.

11.

Notices. Any notice required or desired to be given under this Agreement shall be deemed given if in writing and sent by certified mail to the addresses set forth below. Notice shall be deemed given immediately if delivered in person or within three (3) days after mailing by certified mail to the following addresses:


Jeff Chiprin	Roger Susi, President and CEO
1504 Manzanita Ln.	Iradimed Corporation
Manhattan Beach, CA	1025 Wila Springs Dr.
90266	Winter Springs, FL 32708

Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this paragraph for the giving of notice.

12.

Assignment. Executive acknowledges that his/her services are unique and personal and that he/she, therefore, may not assign his/her rights or delegate his/her duties under this Agreement. This Agreement shall inure to the benefit of and be binding on Iradimed, its successors, and assigns, including, without limitation, any entity that is or may become affiliated with or related to Iradimed.

13.

Prior Agreements. Executive represents to the Company (a) that there are no restrictions, agreements, or understandings whatsoever to which the Executive is a party which would prevent or make unlawful the Executive’s execution of this Agreement or employment hereunder, (b) that the Executive’s execution of this Agreement and employment hereunder shall not constitute a breach of any contract, agreement or understanding, oral or written, to which the Executive is a party or by which the Executive is bound, and (c) that the Executive is free and able to execute this Agreement and to enter into employment by the Company.

14.

Right to Review and Seek Counsel. The Executive acknowledges that he/she has had the opportunity to seek independent counsel and tax advice in connection with the execution of this Agreement, and the Executive represents and warrants to the Company (a) that he/she has sought such independent counsel and advice as he/she has deemed appropriate in connection with the execution of hereof and the transactions contemplated hereby, and (b) that he/she has not relied on any representation of the Company as to tax matters, or as to the consequences of the execution hereof.

15.

Waiver. Failure to insist upon strict compliance with any term or condition of this Agreement shall not be deemed a waiver of such term or condition. The waiver of a breach of any term or condition of this Agreement by any party shall not be deemed to constitute the waiver of any other breach of the same or any other term of condition.

16.

Entire Agreement. This Agreement contains the parties’ entire agreement relating to the subject matter hereof, and the parties hereto have made no agreements, representations, or warranties relating to the subject matter of this Agreement that are not set forth herein. All modifications of this Agreement shall be valid only if made in writing and signed by the parties hereto. Section headings are for convenience only and are neither a part of this Agreement nor a limitation of the scope of the particular sections to which they refer.

17.	Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida without regard to conflicts of law.

18.

Severability. The provisions of this Agreement are severable, and if any provision(s) or any part of any provision(s) is held to be illegal, void or invalid under applicable law, such provision(s) may be changed to the extent reasonably necessary to make the provision(s), as so changed, legal, valid and binding, and to reflect the original intentions of the parties as nearly as possible in accordance with applicable law. This Agreement shall be construed according to its fair meaning and not strictly for or against either party.

19.

Venue and Jurisdiction. The parties to this Agreement hereby expressly and irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement and consent and subject themselves to the jurisdiction of the courts of the State of Florida and/or the United States District Court for the Middle District of Florida, Orlando Division.

20.

Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as signatories.

[Signature Page Follows]

In WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

IRADIMED CORPORATION

/s/ Roger Susi
Roger Susi
President and CEO

Date: November 26, 2024



EXECUTIVE

/s/Jeff Chiprin
Jeff Chiprin
Executive

Date: November 26, 2024

EX-31.1 3 irmd-20250331xex31d1.htm EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Roger Susi, hereby certify that:

1.	I have reviewed this quarterly report on Form 10-Q of IRADIMED CORPORATION;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 5, 2025

/s/ Roger Susi
By: Roger Susi
Chief Executive Officer and President
(Principal Executive Officer)

EX-31.2 4 irmd-20250331xex31d2.htm EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John Glenn, hereby certify that:

1.	I have reviewed this quarterly report on Form 10-Q of IRADIMED CORPORATION;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 5, 2025

/s/ John Glenn
By: John Glenn
Chief Financial Officer
(Principal Financial and Accounting Officer)

EX-32.1 5 irmd-20250331xex32d1.htm EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of IRADIMED CORPORATION (the “Company”) on Form 10-Q for the quarter ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the date indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

3
/s/ Roger Susi
By: Roger Susi
Chief Executive Officer and President
(Principal Executive Officer)
May 5, 2025

/s/ John Glenn
By: John Glenn
Chief Financial Officer
(Principal Financial and Accounting Officer)
May 5, 2025