ANNUAL REPORT 2024
1
Annual Report
2024
Imricor Medical Systems, Inc .
ASX:IMR
For personal use only
Contents
Chair’s Message
Board of Directors
Executive Team
Operating & Financial Review
Directors Report
Remuneration Report
Financial Report
Additional Stockholder
Information
Corporate Directory
04
06
08
11
16
21
27
64
68
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AGM Details
Imricor will hold its Annual Meeting of Stockholders on Wednesday, 14 May
2025 at 8:00 am Sydney time (on Tuesday, 13 May 2025, at 5:00 pm U.S. Central
Daylight Time).
This is a completely virtual Annual Meeting. Stockholders can watch and
participate in the Annual Meeting virtually via the online platform by visiting
meetnow.global/MA4UD2N on your smartphone, tablet or computer. You will need
the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser
is compatible.
Further details are provided to stockholders in Imricor’s Notice of Annual Meeting.
Imricor Medical Systems
Imricor Medical Systems, Inc. (ASX:IMR) is striving to make interventional
medical procedures better, safer, and more cost effective by making it possible
for these procedures to be performed under real-time magnetic resonance
imaging (MRI) guidance, rather than under x-ray fluoroscopy guidance, thus
taking advantage of MRI’s superior imaging capabilities.
About this report
Imricor Medical Systems, Inc. listed on the Australian Securities Exchange (ASX)
and commenced trading on 30 August 2019. References to “Imricor” or “the
Company” in this Annual Report are references to Imricor Medical Systems, Inc.
The information contained in this report reflects the results for Imricor for the year
ended 31 December 2024.
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4
Dear Shareholder,
TOGETHER WE ARE CHANGING INTERVENTIONAL
MEDICINE.
Almost 20 years ago, I was presented with an idea, a
vision that one day we could unleash the full power of
MRI into the hands of interventional physicians all over
the world. The thought was that this power would present
a quantum leap forward, not only for cardiac ablation, but
also for interventional medicine more broadly. In order to
do this, we only needed to make interventional tools and
systems that would be safe, effective, and compatible
with MRI.
IT IS MY GREAT PLEASURE TO WELCOME YOU TO
THE 2024 ANNUAL REPORT FOR IMRICOR MEDICAL
SYSTEMS.
Your company is the global leader in the design and
manufacturing of equipment and devices that are uniquely
compatible with MRI. Imricor is not only the first company
to achieve what was once thought impossible, but it is
still the only technology in the world that can safely and
effectively perform cardiac ablations utilizing the full
power of an MRI.
The initial application for this platform of technology has
been focused on cardiac ablation for treating irregular
heart beats, or arrhythmias. The addressable market in
ablation devices is approximately US$10 billion annually
and continues to grow rapidly as the population ages and
as the incidence of arrhythmia rises. It is also an area that
continues to suffer from disappointing first-time success
rates, and one we believe will benefit greatly from real-
time peri-procedural MRI.
From a technology standpoint, Imricor is a very mature
company. Almost two decades of research, development,
and experience uniquely position us at the forefront of this
new field. With the most challenging part of the journey
behind us, and all the devices required to perform complex
ablations now in the company’s portfolio, we are entering
the company-building phase. To support this phase,
we have significantly strengthened the balance sheet
which will allow your company to appropriately invest in
completing the final regulatory steps to gain access to the
US market, expand our indications into complex ablations
like ventricular tachycardia, and to build a global sales
team to deliver on the original promise we had envisioned
all those years ago.
It is difficult to convey the energy and excitement I
personally feel, and that energy is also evident throughout
the entire Imricor team and in the leading doctors we are
working with around the world.
Chairman's Letter
THE COMPANY’S OBJECTIVES AND ACHIEVEMENTS FOR
2024 CAN BE CATEGORIZED INTO THREE MAIN AREAS
OF FOCUS.
REGULATORY
In the US, we made excellent progress towards achieving
FDA approval and gaining access to the biggest market in
the world. The clinical trial to support the FDA application
commenced at Johns Hopkins University in Baltimore,
Maryland where the first MRI-guided ablation procedure
on US soil was performed. It was a genuine pleasure
to perform the first procedure at such an esteemed
institution, but more than that, at the very hospital which
I first worked with the leading thinkers of the time on
making MRI compatible devices. The modular submission
process with the FDA continues to make steady progress
with the first module submitted and returned with no
deficiencies and ahead of internal expectations.
In Europe, we also made good regulatory progress
receiving CE Mark approval to sell the Vision-MR
Diagnostic Catheter under the new Medical Device
Regulation (MDR) in March, and CE Mark approval for
the 2nd generation Vision-MR Ablation Catheter was
received shortly after year end.
NorthStar, the world’s only MRI-native mapping system
was also submitted for CE Mark approval in December
with approval expected around the middle of 2025.
COMMERCIAL
The global rollout of Imricor’s technology resumed
with hospitals across France, Switzerland, Croatia and
the Netherlands starting or resuming procedures. The
expansion into the Middle East began with the first
purchase order from Qatar and with further sales into
Saudi Arabia expected in 2025 as the pipeline in the
region continues to grow.
Meanwhile, we completed the technical work to integrate
NorthStar with the Philips MRI platform which will
enable new and existing Philips customers to achieve
connectivity following the release of the R12.1 software
upgrade from Philips later this year.
The initial investment in sales resources has had an
immediate impact on the pipeline, and as the Company
begins its expansion into complex ablations, such as to
treat ventricular tachycardia, we expect the pipeline to
grow and mobilise at a faster pace.
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ANNUAL REPORT 2024
5
FINANCES
The final priority was to ensure the balance sheet was
sufficiently strong to not only deliver the milestones
ahead of us in 2025, but to support the commercial rollout
across Europe, the Middle East and of course the United
States following FDA approval.
As I pause to reflect on the achievements over the
past year, and in fact the entire journey, I feel a
deep sense of gratitude and excitement. I want to
thank the entire team at Imricor, who work tirelessly
towards advancing this field forward to deliver better
treatment for patients. I also want to thank the Board
of Directors for their unwavering support and guidance.
And of course, I want to thank you, our shareholders,
who have supported all of us, placing Imricor in such a
strong position to deliver on the dream. Together, we are
working to change the standard of care and to make a
lasting impact on patients’ lives all over the world.
Yours faithfully,
Steve Wedan
Executive Chair, President and CEO
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6
Board of Directors
Joined Board in May 2006
Mr Wedan co-founded the Company in 2006 and has served as CEO since
that time. Mr Wedan is responsible for the overall management and strategic
direction of the Company.
Mr Wedan has over 30 years of experience in the medical device industry
including design engineering of MRI and ultrasound systems for GE Healthcare,
as well as Vice President and Chief Technology Officer for Applied Biometrics
Inc. Immediately prior to co-founding Imricor, Mr Wedan founded and operated
a technical consulting company, Wedan Technologies Inc., from 2000-2006. Mr
Wedan is a member of various international standards committees in the fields of
MRI safety and the compatibility of implanted and interventional products in MRI.
Mr Wedan currently serves on the Board of Directors of Medical Device Research
Forum, Inc. and Water Rescue Innovations, Inc., as well as the Advisory Board of
Poiesis Medical, LLC.
Mr Wedan holds a Bachelor of Science in Electrical Engineering from Michigan
Technological University (summa cum laude), and a Master of Science in Electrical
Engineering from Marquette University.
Chair of the Nomination and Remuneration Committee
Member of the Audit and Risk Committee
Joined Board in September 2014
Mr Tibbles is an entrepreneur, business owner, company director and active
venture investor in and advisor to technology, life science and medical device
companies.
Mr Tibbles is currently a Board member of FamGenix, and CorVent Medical,
Inc.; Co-Founder and Board member of PERMnet, Inc.; an owner and managing
member of STEM Fuse, LLC, one of the largest providers of digital K-12 STEM
curriculum in the U.S.; and the Managing Director of Strategic Stage Ventures,
LLC.
Prior to his current roles, Mr Tibbles was a Board member of the Nerdery, LLC
as well as an owner and member of Intuitive Technology Group until it was sold
in 2017. Mr Tibbles was also a President and founder of PRC Consulting, Inc., a
company specialising in the management and implementation of IT projects for
Fortune 1000 Companies, from 1998 until 2013, when PRC was sold.
Mr Tibbles holds a Bachelor of Arts from Oral Roberts University.
MARK TIBBLES
Deputy Chair and Lead
Independent Director
STEVE WEDAN
President, Chief Executive Officer,
and Chair
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ANNUAL REPORT 2024
7
Member of the Audit and Risk Committee
Member of the Nomination and Remuneration Committee
Joined Board in March 2021
Ms Messal is an executive with 40 years of demonstrated accomplishments
across a wide variety of functions. With a substantial career in healthcare and
benefits, she has experience in health plan services, health care delivery, care
management, and benefits administration.
Ms Messal has extensive experience in public, private, and non-profit sectors,
working in both domestic and international markets. She has led various areas
of company performance, including sales, product, operations, and technology.
Her responsibilities have encompassed M&A integration, data exchange,
account management, customer service, system development, information
security, product development, national accounts, project management, vendor
management, strategic systems, legal, human resources, and learning &
development. Ms Messal has also played a significant role in fundraising from
start-up through IPO and sale to strategic buyers and private equity.
Ms Messal currently serves on the Board of Directors of Ideon as Executive
Chair and is an Advisor to Poiesis Medical. She holds a Bachelor of Arts from
the University of Minnesota and a Master of Business Administration from the
University of Minnesota - Carlson School of Management.
ANITA MESSAL
Non-Executive Director
Chair of the Audit and Risk Committee
Member of the Nomination and Remuneration Committee
Joined Board in May 2019
Mr McGregor has over 30 years of experience in senior finance and management
roles, including having been a partner in the investment banking firm of Goldman
Sachs JBWere and a managing director in the institutional banking & markets
division of Commonwealth Bank of Australia. He is also a former Chief Financial
Officer of the ASX50 transport company, Asciano Limited (ASX: AIO), and Chief
Operating Officer of ASX listed Australian Infrastructure Fund Limited (ASX: AIX).
Mr McGregor is an experienced company director, and currently serves as a
Director of Treasury Corporation of Victoria and Green Eco International Limited,
and is a former director of Pivotal Systems Corporation (ASX: PVS), TRUE
Infrastructure Management Pty Ltd, and the Brisbane Lions Australian Football
Club.
Mr McGregor holds a Bachelor of Commerce from the University of Melbourne,
is a member of the Australian Institute of Company Directors and a Fellow of the
Financial Services Institute of Australasia.
PETER MCGREGOR
Non-Executive Director
Joined Board in July 2024
Dr Leighton is a cognitive neuroscientist with extensive experience in both
academic and corporate settings. He holds a PhD in Cognitive Psychology from
Grand Canyon University and has a robust research, teaching, and leadership
background.
Beyond his academic achievements, Dr Leighton has demonstrated strong
business acumen as CFO at NDS Wellness, a regional (23 states) provider of
mobile neuroimaging and wellness centers. He was pivotal in the company’s
growth phase, managing financial operations and working closely with the
CEO. NDS Wellness offered comprehensive services, including mobile wellness
clinics, telehealth, and health screenings, to large corporations and self-insured
companies.
Dr Leighton has held key corporate governance and advisory roles, including
serving as an Institutional Review Board (IRB) member at a non-profit
neuromodulatory research center.
JEFFREY LEIGHTON
Non-Executive Director
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Executive Team
Mr Gut joined Imricor in 2020 and has served as the Company’s Chief Financial Officer since July 2022.
Mr Gut has over 15 years of accounting and finance experience, the last 13 of them in the medical device
industry, having previously worked for both private and publicly owned companies, including Galil Medical
and Boston Scientific.
Mr Gut holds a Bachelor of Accounting from the University of Minnesota- Duluth and a Master of Accountancy
from the University of Minnesota- Twin Cities. He is a licensed Certified Public Accountant.
Refer to page 6
Mr Stenzel commenced his role as Chief Operating Officer in January 2021 and is responsible for leading the
execution of Imricor’s strategic plan across most functional areas of the business.
Mr Stenzel was previously Imricor’s Vice President of Operations with responsibility for the Company’s
operations and the development of manufacturing strategies, including personnel, facilities and outsourcing.
He has over 25 years of medical device experience with deep knowledge in new product development, supply
chain management, quality and regulatory systems and customer support.
Prior to joining Imricor in 2007, Mr Stenzel was the Manager of Instrument Technical Operations at Beckman
Coulter, Inc. a leading manufacturer of In Vitro Diagnostic Systems.
Mr Stenzel holds a Bachelor of Science in Electrical Engineering from the University of Wisconsin - Madison
and a Master of Business Administration from the University of Minnesota - Carlson School of Management.
Mr Corkill joined Imricor in 2024 and is responsible for Corporate Strategy, Investor Communications and
Capital Markets.
Prior to joining Imricor, Mr Corkill spent 15 years in Asset Management initially as an Equity Analyst at
Perpetual Investments followed by 7 years as an Analyst and Portfolio Manager at BlackRock Inc. and more
recently as Portfolio Manager of the Lennox Capital Future Leaders Fund.
Mr Corkill holds a Bachelor of Commerce from Lincoln University and a Bachelor of Arts from University of
Canterbury.
GREGG STENZEL
Chief Operating
Officer
NICK CORKILL
Vice President
Corporate Strategy
JONATHON GUT
Vice President of
Finance and Chief
Financial Officer
STEVE WEDAN
President and Chief
Executive Officer,
& Chair
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ANNUAL REPORT 2024
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Ms Weisz joined Imricor in 2012 and commenced her current role in 2018. Ms Weisz is responsible for
implementing and managing the Company’s regulatory strategy and quality system.
Ms Weisz has over 20 years of experience in the medical device industry, including product development,
clinical evidence development, quality system implementation, and regulatory strategy development and
implementation.
Prior to joining the Company, Ms Weisz was a member of the Medtronic Global Clinical Operations Quality
team.
Ms Weisz holds a Bachelor of Science in Electrical Engineering from North Dakota State University and a
Master of Science in Technical Management from the University of St. Thomas.
JENNIFER WEISZ
Vice President of
Regulatory and
Quality
Mr Fabano joined Imricor in 2023 and is responsible for developing and leading operations strategies related
to manufacturing, procurement, and field service.
Mr Fabano has more than 25 years of experience in the medical device industry, holding executive positions
in Operations, Quality, and Product Development. His expertise is efficiently scaling up the supply chain and
operations infrastructure to support rapid growth, profitability, and quality. Prior to joining Imricor, Mr Fabano
was Vice President of Operations and Quality at Osprey Medical for 11 years, and served in a similar capacity
for several start-ups to midsize medical device firms in the greater Minneapolis/St. Paul area.
Mr Fabano has a bachelor’s degree in Mechanical Engineering from the University of North Dakota.
Dr Lindborg joined Imricor in 2020 and is responsible for developing the company’s clinical strategy and
leading preclinical and clinical investigations.
Dr Lindborg has over 14 years of experience in the medical device industry primarily focused on clinical study
development, execution, and evidence generation.
Prior to joining the Company, Dr Lindborg held various roles within Medtronic’s Cardiac Rhythm and Heart
Failure and Diagnostics Clinical organizations. Dr Lindborg’s roles included leading pre and post-market
clinical investigations, managing evidence generation, and clinical strategy development to gain and maintain
market approval of novel devices.
Dr Lindborg holds a Doctor of Philosophy and Master of Science in Physiological Sciences from the University
of Arizona as well as a Bachelor of Arts from Gustavus Adolphus College.
Mr Englehardt joined Imricor in 2018 and is responsible for developing and managing the Company’s global
sales strategies and performance.
Mr Englehardt has more than 20 years of experience working in the medical device industry with 18 years
of sales leadership experience. Prior to joining the Company, Mr Englehardt served as Regional Business
Director at Medtronic from 2011 to 2018. Before joining Medtronic, he worked at NeuroMetrix from 2004 until
2011, where he was promoted to multiple sales and leadership roles including Director of Global Business
Development/Sales and National Director of Sales.
Mr Englehardt also served as a combat medic in the U.S. army and holds a Bachelor of Science in Nursing from
Louisiana State University.
GREG ENGLEHARDT
Vice President of
Global Sales
KATE LINDBORG
Vice President of
Clinical Affairs
NICK TWOHY
Vice President
of Marketing
and Business
Development
VIC FABANO
Vice President of
Operations
Mr Twohy joined Imricor in 2019 and is responsible for global portfolio management, including the product
roadmap, product management, marketing teams and communications.
Mr Twohy has over 20 years of experience in the medical device industry. Most recently he worked as the
International Marketing Director for Medtronic in the Cardiac Resynchronisation Therapies business. There he
led business planning and execution for the International Markets. Prior to that role, Mr Twohy led multiple
product launches at Medtronic including various launches in the CareLink remote monitoring business, and in
the Cardiac Rhythm Management business where he led the US launch of the Revo MRI pacemaker system.
Mr Twohy holds a Bachelor of Arts from Hamline University and a Master of Business Administration from
the University of St. Thomas.
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ANNUAL REPORT 2024
11
Operating & Financial Review
Overview
Imricor is a US-based medical device company that is leading the new field of real-time iCMR cardiac ablations – that
is, cardiac ablations guided by real-time magnetic resonance imaging (MRI), rather than by conventional x-ray
fluoroscopy. The Company’s principal focus is the design, manufacturing, sale and distribution of MRI-compatible
products for cardiac catheter ablation procedures.
Imricor is a pioneer and leader in developing MRI-compatible products for cardiac catheter ablation procedures
and in early 2020, brought the first commercially viable and safe MRI-compatible products to the cardiac catheter
ablation market.
The Vision-MR Ablation Catheter is the Company’s prime product offering, specifically designed to work under real-
time MRI guidance, with the intent of enabling higher success rates along with a faster and safer treatment compared
to conventional procedures using x-ray guided catheters. The Vision-MR Ablation Catheter has been approved in the
European Union (EU), Qatar and the Kingdom of Saudi Arabia (KSA) with an indication for treating type 1 atrial flutter.
The Company also has approval for the sale of its capital product, the Advantage-MR EP Recorder/Stimulator
System, in the EU, Qatar, KSA and Australia.
In March 2024, the Company received CE mark approval for the Vision-MR Diagnostic Catheter which, upon
commercial release in 2025, will be paired with the Vision-MR Ablation Catheter for use in procedures to treat
type 1 atrial flutter.
Imricor sells its capital and consumable products to hospitals and clinics for use in Interventional Cardiac Magnetic
Resonance Imaging (iCMR) labs, in which ablation procedures using the Vision-MR Ablation Catheter can be
performed. The Company collaborates with GE, Philips, and Siemens, the three leading global MRI vendors who
provide MRI systems for iCMR labs, to target certain sites and support the design and construction of iCMR labs for
those sites.
Business strategy and opportunities
Imricor’s products are designed to operate in a global cardiac catheter ablation market which is estimated to be in
excess of US$10 billion worldwide in 2025, with a CAGR of 13% out to 2028. The global growth is underpinned by
several favourable drivers, including rising incidences of cardiac disease due to changing demographic trends, a shift
towards minimally invasive procedures and cost savings that have been associated with catheter ablation as a
treatment method for certain arrhythmias.
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12
Source Marketsnadmarkets research report
Following receipt of CE mark approval for the Vision-MR Ablation Catheter, Imricor has commenced a controlled
release of its key products across Europe, with an installed base across Germany, the Netherlands, France, Hungary,
Italy, Switzerland and Croatia. Imricor aims to expand its installed base with a dedicated European sales team targeting
clinical sites across these and other European countries.
Within each targeted country, Imricor will first target ablation centres which historically have carried out larger
volumes of procedures or which have influential key opinion leaders. The Company is focused on establishing new
iCMR labs which are owned and controlled by cardiology to support higher procedure volumes at each site. Imricor
believes targeting locations which are geographically proximate to existing clinical sites may also promote growth.
In the Middle East, Imricor has entered into distribution agreements with Al Faisaliah Medical Systems (FMS) in the
Kingdom of Saudi Arabia and East Agency WLL, (Firm of The Holding) [East Agency] in Qatar. These agreements
establish FMS and East Agency as the exclusive distributor of Imricor’s consumable products and capital
equipment in the respective territories. With the support of FMS, Imricor received Medical Device Marketing
Authorization from the Saudi Food & Drug Authority in January 2024 and subsequently commenced
commercialization efforts in the Kingdom of Saudi Arabia. The Company secured its first sale in the region during
the fourth quarter of 2024. The revenue for the capital equipment will be recognised upon installation at the
customer site.
13.0% CAGR
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ANNUAL REPORT 2024
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In Australia, Imricor has entered into a distribution agreement with Regional Health Care Group (RHCG), based in
Sydney, who will be the exclusive distributor of Imricor’s consumable products and a non-exclusive distributor of
Imricor’s capital equipment. RHCG is helping facilitate the necessary regulatory approvals to commence the
commercialization of Imricor’s products in Australia and New Zealand, and the Company expects to submit the
Vision-MR Ablation Catheter 2.0 for regulatory approval in Australia during 2025.
In the United States, Imricor commenced enrollment for a global clinical trial that is intended to support approval
of the Company’s products from the US Food and Drug Administration (FDA): “Vision-MR Ablation of Atrial Flutter”
or VISABL-AFL. The study is a prospective, single-arm multi-centre interventional investigation designed to
demonstrate the safe and effective use of the Vision-MR Ablation Catheter 2.0 for the treatment of type 1 atrial
flutter and will enroll up to 91 patients at sites in the US and Europe. An interim analysis will be completed after
76 patients have achieved the 7-day follow-up with final follow-up occurring 3 months after the procedure. The
first patients were treated at the Cardiovascular Institute of South Paris (ICPS) in June, with enrolments following
at Johns Hopkins Hospital in August and at the Lausanne University Hospital (CHUV) in November. Approval was
received to commence the trial at the Amsterdam University Medical Center in March of 2025 which will further
accelerate the patient enrollment required. The study is similar in nature to that conducted at Leipzig Heart Centre
which supported CE Mark in 2020 which delivered 100% chronic effectiveness.
In conjunction with organic growth across existing products, the Company is targeting growth through expanding its
product line, providing the opportunity for Imricor’s products to be used across a broader range of MR-guided
interventional procedures (i.e. beyond type 1 atrial flutter). To further this effort, during the year the Company
received final approvals to commence a real-time iCMR-guided ventricular tachycardia (VT) ablation clinical trial in
Europe. The study, named “Vision- MR Ablation of VT” or VISABL-VT, is a prospective, single-arm multi-centre
interventional investigation of the safety and efficacy of radiofrequency (RF) ablation of ventricular tachycardia
associated with ischemic cardiomyopathy performed with the Vision-MR Ablation Catheter 2.0 in the iCMR
environment. The study calls for treating 64 patients and includes a 6- month follow-up for each patient, as is
typical. The required regulatory approvals were received to commence the trial in the Netherlands which was
followed by ethics approval at Amsterdam University Medical Centre. After a period of preparations by the medical
staff, the trial is set to commence imminently. Further sites will be recruited to support an acceleration in enrolment
with Germany already having provided regulatory clearance.
NorthStar
NorthStar represents a pivotal advancement for Imricor, marking a significant milestone in the evolution of MRI-
guided cardiac ablation. Designed to serve as the cornerstone of Imricor’s next generation ablation platform,
NorthStar integrates seamlessly with the Company’s existing product ecosystem while introducing enhanced
capabilities for real time visualization, improved workflow efficiency, and precision in arrhythmia treatment. Its
development underscores Imricor’s commitment to delivering faster, safer, radiation-free solutions that have the
potential to transform how electrophysiology procedures are performed. Regulatory approvals for NorthStar are
expected in both Europe and the United States by Q3 2025 and the successful rollout in these markets lays the
groundwork for broader adoption of MRI-guided interventions globally. As the global trend towards minimally
invasive and more patient centric therapies continues to grow, Imricor is well positioned to continue to position
itself at the forefront of innovation in interventional cardiac care.
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Material business risks
The material business risks faced by the Company that have the potential to impact the financial prospects of the
Company include:
–
Regulatory risk: The sale of Imricor’s products requires regulatory approval in each relevant jurisdiction. The
Company is not assured of receiving future regulatory clearances for its existing products outside of the
European Union or approvals for expanding indications or additional products currently in Imricor’s product
pipeline.
–
Market adoption risk: The ability of Imricor to generate revenue is dependent on hospitals and clinics with
ablation centres in markets where it obtains the required regulatory approval establishing an iCMR lab and
adopting Imricor’s MRI-compatible technology for cardiac catheter ablation procedures. While Imricor
works collaboratively with leading MRI vendors to drive lab adoption, there can be no guarantee on the
outcome.
Beyond these risks, the Company maintains general risk exposure associated with market competition, employee
capability and intellectual property as well as potential financial capacity constraints within the healthcare sector.
Financial performance
For the year ended 31 December 2024, the Company generated revenue of US$0.959 million compared to
US$0.616 million for the prior corresponding period (“pcp”) due to increased product sales. Total product sales of
US$0.767 million were up approximately US$0.330 million, or 76%, compared to the prior corresponding period.
Imricor reported a net loss of US$29.693 million compared to US$22.626 million in the prior corresponding period.
When adjusting for charges recognized on the change in fair value of the convertible notes and derivative liabilities in
the current and prior period and charges related to the capital commitment agreement the Company signed in July
2023, the net loss for the year would have been US$15.555 million, a decrease of 7% compared to US$16.683 million
in the prior corresponding period.
Financial position
For the 12-month period ending 31 December 2024, Imricor’s net cash outflow from operations was US$15.574
million compared to US$12.977 million for the prior corresponding period. Net cash outflows from investing
activities of US$0.075 were down compared to US$0.083 million for the prior corresponding period.
Net cash inflows from financing activities of US$30.334 million were predominately associated with the equity
placements completed in February, April, July, and September 2024.
At 31 December 2024, Imricor maintained a cash balance of US$15.708 million (CY23 US$0.832 million). See the
Subsequent Events section on page 17 of this Annual Report for detail on a capital raising that was completed
following the end of the year.
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ANNUAL REPORT 2024
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Directors’ Report
Principal activities
Imricor is a US-based medical device company focused on addressing the current issues with traditional x-ray guided
ablation procedures through the development of MRI-guided technology.
The principal activities of Imricor during the course of the year were to design, manufacture and sell MRI-compatible
products for cardiac catheter ablation procedures to treat arrhythmias.
There were no significant changes in the nature of the activities of the Company during the year.
Significant changes in the state of affairs
There were no other significant changes in the state of affairs of the Company during the year.
Operating and financial review
The operating and financial review is set out on pages 11 to 14 of this Annual Report.
Directors qualifications and experience
The directors of Imricor at any time during or since the end of the financial year are:
Director
Appointed
Steve Wedan
May 2006
Mark Tibbles
September 2014
Peter McGregor
May 2019
Anita Messal
March 2021
Jeffrey Leighton
July 2024
The specific duties, qualifications and experience of each Director are set out on pages 6 to 7 of this Annual Report.
Company secretary
Mr Kobe Li was appointed as the Australian company secretary and local agent in April 2019. Mr Li provides company
secretarial and corporate governance consulting services to ASX listed companies. Mr Li has previously worked at the
ASX Listings Compliance team for eight years as a Senior Adviser. Mr Li is a member of the Governance Institute of
Australia.
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ANNUAL REPORT 2024
17
Directors’ meetings
The number of Directors’ meetings (including meetings of Committees of Directors) and number of meetings
attended by each of the Directors of the Company during the financial year are:
Director
Board
Audit & Risk Committee
Nomination &
Remuneration Committee
Held
Attended
Held
Attended
Held
Attended
Steve Wedan
4
4
–
–
–
–
Mark Tibbles
4
4
6
5
2
2
Peter McGregor
4
4
6
6
2
2
Anita Messal
4
4
6
6
2
2
Jeffrey Leighton
3
3
–
–
–
–
Held: represents the number of meetings held during the time the director held office or was a member of the
relevant committee.
Mr Wedan is an invitee and attends the Audit & Risk Committee and Nomination & Remuneration Committee meetings.
Directors’ interests
In this section, reference is made to Share ownership. The instruments registered for trade on the Australian Securities
Exchange are CHESS Depositary Interests (CDIs). One CDI is equivalent to one Share.
The relevant interest of each Director in the Shares and stock options of Imricor, as notified by the Directors to the
Australian Securities Exchange (ASX) in accordance with ASX Listing Rule 3.19A.2, at the date of this report is as
follows:
Director
Number of
Shares
Number of
Options
Steve Wedan
5,083,586
6,783,667
Mark Tibbles
6,230,913
526,806
Peter McGregor
872,855
246,906
Anita Messal
353,164
38,340
Jeffrey Leighton
245,746
-
Directors’ directorships in other listed entities
Please refer to the Board of Directors section above.
Dividends
No dividends were paid or declared by Imricor during the year.
Subsequent events
On 6 February 2025, a total of 163,935 options to purchase CDIs were exercised at A$0.61 per share for gross
proceeds of US$62,410.
On 20 March 2025, the Company announced it had completed a placement to institutional and sophisticated
investors to raise A$70 million at A$1.41 per share, resulting in gross proceeds of approximately US$44.1 million
(using an exchange rate of A$1 to US$0.63).
On 26 March 2025, a total of 340,000 options to purchase CDIs were exercised at A$0.61 per share for gross
proceeds of US$130,662 (using an exchange rate of A$1 to US$0.63).
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18
Likely developments
Imricor will continue to pursue its product and geographic-led growth strategy, with a focus on product distribution
and the establishment of new customer sites in existing markets, as well as expansion into new markets.
Further information about likely developments in the operations of Imricor and the expected results of those
operations in future financial years has not been included in this report because disclosure of the information would
be likely to result in unreasonable prejudice to the Company.
Environmental regulation
Imricor is not subject to any significant environmental regulation under United States legislation.
Indemnities and insurance of officers
As permitted under Delaware law, Imricor indemnifies its Directors and certain officers and is permitted to
indemnify employees for certain events or occurrences that happen by reason of their relationship with, or position
held at, Imricor. The Company’s Certificate of Incorporation and Bylaws provide for the indemnification of its
Directors, officers, employees and other agents to the maximum extent permitted by the Delaware General
Corporation Law.
Imricor has entered into indemnification agreements with its Directors and certain officers to this effect, including
advancement of expenses incurred in legal proceedings to which the Director or officer was, or is threatened to be
made, a party by reason of the fact that such Director or officer is or was a Director, officer, employee or agent of
Imricor, provided that such a Director or officer acted in good faith and in a matter that the Director or officer reasonably
believed to be in, or not opposed to, the Company’s best interests. At present, there is no pending litigation or
proceedings involving a Director or officer for which indemnification is sought, nor is the Company aware of any
threatened litigation that may result in claims for indemnification.
Imricor maintains insurance policies that indemnify the Company’s Directors and officers against various liabilities that
might be incurred by any Director or officer in his or her capacity as such. The premium paid has not been disclosed as
it is subject to confidentiality provisions under the insurance policy.
Corporate Governance
Imricor’s Corporate Governance Statement is available on the Imricor website at https://imricor.com/corporate-
governance/.
Non-audit services
During the year, the Company’s auditor, BDO USA, P.C., did not perform other services beyond the audit and review
of the financial statements. The following table summarizes fees for professional audit services rendered to us by BDO
USA, P.C. for the years ended 31 December 2024 and 2023 are set out below:
2024 US$
2023 US$
Audit Fees
227,596
238,675
Jurisdiction of incorporation
Imricor is a company incorporated in the State of Delaware in the United States and registered in Australia as a
foreign company. As a foreign company registered in Australia, Imricor is subject to different reporting and regulatory
regimes than Australian public companies.
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ANNUAL REPORT 2024
19
Presentation currency
The functional and presentation currency of the Company is United States Dollars (US Dollars). The financial
report is presented in US Dollars with all references to Dollars, cents or $’s in these financial statements presented
in US currency, unless otherwise stated.
Directors authorisation
This Directors’ Report is made out in accordance with a resolution of the Directors.
Steve Wedan
Chairman
7 April 2025
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20
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ANNUAL REPORT 2024
21
Remuneration Report
Imricor is a Delaware domiciled company that is listed on the Australian Securities Exchange and as such is
subject to remuneration disclosure requirements that are suitable for reporting in both Australia and the United
States. This remuneration report forms part of the Directors’ Report and has been prepared using the
requirements of section 300A of the Australian Corporations Act 2001 (Cth) as a proxy to determine the
contents that the Board has chosen to report.
The Report details the remuneration arrangements for Imricor’s key management personnel (KMP):
–
Non-Executive Directors (NEDs);
–
President and Chief Executive Officer (CEO), Steve Wedan;
–
Chief Operating Officer (COO), Gregg Stenzel; and
–
Chief Financial Officer (CFO), Jonathon Gut.
KMP are those persons who, directly or indirectly, have authority and responsibility for planning, directing and
controlling the major activities of the Company.
Role of the Board and Nomination and Remuneration Committee
The Board and its Nomination and Remuneration Committee are responsible for reviewing and approving
remuneration and incentive policies and practices. The Company has a clear distinction between the structure of Non-
Executive Directors’ remuneration and that of the President and CEO, Steve Wedan, COO, Gregg Stenzel and CFO,
Jonathon Gut.
The Nomination and Remuneration Committee:
–
Establishes processes for the identification of suitable candidates for appointment to the Board;
–
Establishes processes for reviewing the performance of individual Directors, the Board as a whole, and
Board committees;
–
Determines executive remuneration policy and Non-Executive Director remuneration policy;
–
Reviews all equity-based incentive plans and makes recommendations to the Board regarding their
adoption and implementation; and
–
Ensures that the remuneration policies of Imricor are balanced and do not reward behaviour that is inconsistent
with its values.
The Nomination and Remuneration Committee comprises three Non-Executive Directors: Mark Tibbles (Chair), Peter
McGregor, and Anita Messal.
The Nomination and Remuneration Committee has a formal charter which can be viewed on the Company’s website
at https://imricor.com/corporate-governance/.
Use of external remuneration advisors
From time to time the Nomination and Remuneration Committee may, at its discretion, appoint external advisors or
instruct management to compile information as an input to decision making. No external advisors were engaged
to provide remuneration benchmarking services during the year.
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22
Principles of compensation
Imricor’s remuneration framework is designed to support and reinforce its principal strategic objectives. The
purpose is to create a reward and incentive framework that produces remuneration outcomes that are aligned to
corporate financial and operational performance, as well as the interest of stockholders, having regard to high
standards of corporate governance.
The Company aims to reward executives with a level and mix of remuneration appropriate to their position, experience
and responsibilities, while being market competitive and enabling the Company to structure awards that may
conserve cash reserves due to the Company’s current stage of development.
2024 remuneration structure
Imricor’s executive compensation packages include a mix of fixed and variable compensation, and short and long-term
performance-based incentives.
The Company aims to provide a competitive base salary with reference to the role, market and experience of the
individual. The performance of the Company and the individual are considered during the annual remuneration
review.
Short-term incentive component
The Company allocates cash bonuses linked to annual performance targets determined by the Board. These targets
are established to promote and reward outstanding performance, beyond what is expected in the ordinary course of
business. The target STI opportunity is set as a percentage of fixed remuneration. For 2024 the maximum target
opportunity was 50% for the President and CEO, Steve Wedan, 40% for the COO, Gregg Stenzel, and 30% for the
CFO, Jonathon Gut.
Performance targets determined by the Board in relation to 2024 are summarized in the table below:
Performance Target
Product pipeline and regulatory approvals
55%
Financial
25%
Commercialisation and strategic initiatives
20%
Total
100%
Long-term incentives component
Imricor’s 2019 Equity Incentive Plan (2019 Plan) provides equity-based compensation for individuals that is linked to
service, the growth and profitability of the Company, and increases in stockholder value. The 2019 Plan is
designed to align the interests of management with its stockholders, while maintaining a total remuneration
opportunity that enables the Company to retain, attract and motivate qualified and high-performing executives.
The 2019 Plan replaced the 2016 Stock Option Plan, with the Company ceasing to grant new awards under the 2016
Plan in February 2019. The predecessor to the 2016 Plan was the 2006 Plan. The rules of all plans were released to
the ASX on 30 August 2019 and copies are available on the ASX Announcements section of the
Company’s website at https://imricor.com/investors/.
Other benefits
Certain other benefits are afforded to the executives including medical insurance, life and disability insurance, health
savings and flexible spending account, and participation in the Company’s 401(k) Plan. The Company matches
employee contributions made to the 401(k) Plan to a maximum of 4% of the employee’s annual income.
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ANNUAL REPORT 2024
23
Share options
Options granted
The following options were granted during CY24:
•
800,000 options with exercise price of US$0.32, expiring 11 March 2034
•
30,000 options with exercise price of US$0.38, expiring 4 April 2034
•
7,427,989 options with exercise price of US$0.30, expiring 15 May 2034
•
350,000 options with exercise price of US$0.38, expiring 30 July 2034
•
315,000 options with exercise price of US$0.68, expiring 10 December 2034
Unissued shares
At the date of this report, unissued Shares under option are:
Expiry date
Exercise
price US$
Time-Based Performance-Based
Total Numbers of
Shares
15 March 2029
0.52
3,848,700
-
3,848,700
30 August 2029
0.98
435,000
-
435,000
17 December 2029
0.75
235,000
-
235,000
6 January 2030
0.80
134,889
53,956
188,845
18 January 2030
0.80
25,000
-
25,000
20 February 2030
1.14
25,000
-
25,000
13 May 2030
0.89
666,495
209,790
876,285
7 October 2030
1.96
200,000
-
200,000
7 April 2031
1.61
10,000
-
10,000
5 May 2031
1.55
150,500
-
150,500
7 May 2031
1.57
120,132
698,665
818,797
10 February 2032
0.65
205,000
-
205,000
6 April 2032
0.47
25,000
-
25,000
9 May 2032
0.28
25,000
2,974,244
2,999,244
26 July 2032
0.21
25,000
174,264
199,264
18 August 2032
0.31
465,000
-
465,000
12 May 2033
0.19
480,000
5,196,446
5,676,446
24 October 2033
0.29
230,000
-
230,000
11 March 2034
0.32
800,000
-
800,000
4 April 2034
0.38
30,000
-
30,000
15 May 2034
0.30
-
7,427,989
7,427,989
30 July 2034
0.38
350,000
-
350,000
10 December 2034
0.68
315,000
-
315,000
17 February 2035
0.90
300,000
-
300,000
25 March 2035
0.97
30,000
-
30,000
These options do not entitle the holder to participate in any share issuance of the Company.
Shares issued on exercise of options
During CY24 the Company did not issue Shares as a result of the exercise of options.
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24
Executive remuneration during the year
The remuneration of key management personnel in respect of the financial year ended 31 December 2024 is
summarised below. The options to be granted under the long-term incentive plan for the CEO in relation to 2025
remuneration must be approved by stockholders at the 2025 Annual Meeting of Stockholders (AGM).
Executive
Base Salary
Short-term
Incentive1
Long-term Incentive
Steve Wedan
US$464,900
US$162,715
1,113,342 options granted on 15 May 2024
President and CEO
at an exercise price of US$0.302
1,000,000 options granted on 15 May 2024
at an exercise price of US$0.303
455,893 options to be granted following
stockholder approval4
500,000 options to be granted following
stockholder approval5
Gregg Stenzel
US$315,000
US$88,200
646,413 options granted on 15 May 2024
COO
at an exercise price of US$0.302
500,000 options granted on 15 May 2024
at an exercise price of US$0.303
Jonathon Gut
CFO
US$259,375
US$54,469
532,265 options granted on 15 May 2024
at an exercise price of US$0.302
500,000 options granted on 15 May 2024
at an exercise price of US$0.303
1.
Determined at the discretion of the Board as discussed above and paid in January 2025.
2.
2024 Options
Tranche
Percentage of 2024
Options
Vesting Conditions
1
30%
First sale of products into dedicated iCMR lab in Middle East
2
40%
First FDA approval
3
30%
First sale of consumable product in US post FDA approval
3.
Vest upon achievement of first quarter during which the Company generates positive cash flow from operations.
4.
Options value determined based on 50% of base salary for 2025 and short-term incentive paid in 2025 for 2024, subject to
stockholder approval at Imricor’s 2025 AGM. As set out in the Company’s Notice of Meeting, the number of Options proposed to
be issued to Mr Wedan was determined by dividing the LTI Grant Value by the Black-Scholes value of an Option assuming an
exercise price per Option equal to the closing sale price of a CDI as of the immediately preceding trading day prior to the Record
Date, converted from Australian Dollars to US Dollars using the prevailing exchange rate.
Tranche
Percentage of 2025
Options
Vesting Conditions
1
50%
First US customer site orders product following FDA approval
2
25%
Submission for regulatory approval of first Non-EP product
anywhere in the world
3
25%
FDA approval of NorthStar
5.
Options value determined based on Mr Wedan’s current equity holdings compared to executives at comparable companies of
similar size and status. As set out in the Company’s Notice of Meeting, the Special Grant of options will, together with the
proposed 2025 LTI Options and all other Options currently held by Mr Wedan, bring Mr Wedan’s Option holdings to a level equal
to approximately 2% of the issued share capital of the Company on a fully diluted basis (assuming stockholder approval of both
grants). The Special Grant will vest at the end of the first quarter during which the Company generates positive cash flow from
operations.
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ANNUAL REPORT 2024
25
Non-Executive Directors (NED)
Under Imricor’s Bylaws, the Directors decide the total amount paid to all Directors for their services as a Director of
Imricor. However, under the ASX Listing Rules, the total amount paid to all Directors (excluding the salary of any
executive Director) for their services must not exceed in aggregate in any financial year, the amount fixed by Imricor
in a general meeting. This amount has been fixed at US$400,000.
The Board seeks to set NED fees at a level that provides the Company with the ability to attract and retain NED of high
calibre with relevant professional expertise and reflects the demands that are made on, and the responsibilities of, the
NED, while incurring a cost that is acceptable to stockholders. As Imricor’s operations are in the initial stages of
commercialisation, the Company has structured NED fees to include both cash remuneration and options in order to
maintain appropriate remuneration structures and preserve cash flow. Options issued to NED do not have performance
hurdles attached.
NED serving on the board of directors will receive US$65,000 in annual fees. Committee chairs will receive an
additional US$10,000 in annual fees. Committee members will receive an additional US$5,000 in annual fees. All fees
for Australian NED are inclusive of superannuation. The Chairman, Mr Steve Wedan, receives no remuneration.
The remuneration of Non-Executive Directors in respect of the financial year ended 31 December 2024 is summarised
below:
Non-Executive Director
Cash Fees1
Restricted Stock
Granted2
Peter McGregor
US$80,000
107,556
Mark Tibbles
US$120,000
107,556
Anita Messal
US$75,000
100,834
Jeffrey Leighton
Nil
Nil
1.
Cash fees paid to Mr Tibbles include a special one-off fee of US$40,000 for assisting the Company in its capital raising activities.
2.
Restricted stock vests annually over four years, 25% on each anniversary of the grant date.
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26
For personal use only
ANNUAL REPORT 2024
27
IMRICOR MEDICAL SYSTEMS, INC.
Minneapolis, Minnesota
Including Independent Auditor’s Report
As of and for the years ended December 31, 2024 and 2023
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28
IMRICOR MEDICAL SYSTEMS, INC.
TABLE OF CONTENTS
Independent Auditor’s Report
1
Financial Statements
Balance Sheets
3
Statements of Operations
4
Statements of Stockholders' Equity (Deficit)
5
Statements of Cash Flows
6
Notes to Financial Statements
7 - 34
For personal use only
ANNUAL REPORT 2024
29
BDO USA, P.C., a Virginia professional corporation, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the
international BDO network of independent member firms.
BDO is the brand name for the BDO network and for each of the BDO Member Firms.
800 Nicollet Mall, Suite 600
Minneapolis, MN 55402
Tel: 612-367-3000
Fax: 612-367-3001
www.bdo.com
Independent Auditor’s Report
Stockholders and Board of Directors
Imricor Medical Systems, Inc.
Burnsville, Minnesota
Opinion
We have audited the financial statements of Imricor Medical Systems, Inc. (the Company), which
comprise the balance sheets as of December 31, 2024 and 2023, and the related statements of
operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the
related notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2024 and 2023, and the results of its
operations and its cash flows for the years then ended in accordance with accounting principles
generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United
States of America (GAAS). Our responsibilities under those standards are further described in the
Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are
required to be independent of the Company and to meet our other ethical responsibilities, in
accordance with the relevant ethical requirements relating to our audits. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Substantial Doubt About the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will
continue as a going concern. As described in Note 2 to the financial statements, the Company has
suffered recurring losses and has negative cash flows from operations, has an accumulated deficit,
and has stated that substantial doubt exists about the Company’s ability to continue as a going
concern. Management’s evaluation of the events and conditions and management’s plans
regarding these matters are also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. Our opinion is not modified
with respect to this matter.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements
in accordance with accounting principles generally accepted in the United States of America, and
for the design, implementation, and maintenance of internal control relevant to the preparation
and fair presentation of financial statements that are free from material misstatement, whether
due to fraud or error.
For personal use only
30
In preparing the financial statements, management is required to evaluate whether there are
conditions or events, considered in the aggregate, that raise substantial doubt about the
Company’s ability to continue as a going concern within one year after the date that the financial
statements are available to be issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but
is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance
with GAAS will always detect a material misstatement when it exists. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control. Misstatements are considered material if there is a substantial likelihood that,
individually or in the aggregate, they would influence the judgment made by a reasonable user
based on the financial statements.
In performing an audit in accordance with GAAS, we:
•
Exercise professional judgment and maintain professional skepticism throughout the
audit.
•
Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, and design and perform audit procedures responsive to
those risks. Such procedures include examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements.
•
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control. Accordingly,
no such opinion is expressed.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of
significant accounting estimates made by management, as well as evaluate the overall
presentation of the financial statements.
•
Conclude whether, in our judgment, there are conditions or events, considered in the
aggregate, that raise substantial doubt about the Company’s ability to continue as a going
concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit, significant audit findings, and certain internal
control-related matters that we identified during the audit.
Minneapolis, MN
February 26, 2025
For personal use only
ANNUAL REPORT 2024
31
IMRICOR MEDICAL SYSTEMS, INC.
BALANCE SHEETS
As of December 31, 2024 and 2023
2024
2023
CURRENT ASSETS
Cash
$ 15,707,739
$ 831,522
Accounts receivable
345,342
392,557
Inventory
1,502,048
1,681,354
Prepaid expenses and other current assets
794,308
1,034,706
Total Current Assets
18,349,437
3,940,139
ACCOUNTS RECEIVABLE, LONG TERM
141,430
185,854
PROPERTY AND EQUIPMENT, NET
1,878,751
2,274,310
INVENTORY, LONG TERM
327,721
838,365
OTHER ASSETS
208,212
178,400
OPERATING LEASE RIGHT OF USE ASSETS
718,379
891,251
TOTAL ASSETS
$ 21,623,930
$ 8,308,319
CURRENT LIABILITIES
Accounts payable
$ 334,870
$ 2,104,144
Accrued expenses
1,493,095
790,722
Current portion of promissory note
-
364,751
Current portion of contract liabilities
59,519
582,693
Current portion of operating lease liabilities
259,292
237,172
Current portion of finance lease liability
-
65,999
Current portion of financing obligation
209,137
422,866
Total Current Liabilities
2,355,913
4,568,347
LONG-TERM LIABILITIES
Convertible note
19,869,700
8,453,300
Option and warrant liabilities
4,667,067
1,945,276
Promissory note, net of current portion
-
33,219
Contract liabilities, net of current portion
1,098,533
794,969
Operating lease liabilities, net of current portion
875,553
1,136,601
Other long-term liabilities
134,197
129,972
Total Liabilities
29,000,963
17,061,684
COMMITMENTS AND CONTINGENCIES (NOTE 6)
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.0001 par value:
25,000,000 shares authorized and 0 shares outstanding as of both
December 31, 2024 and 2023
-
-
Common stock, $0.0001 par value:
535,000,000 shares authorized as of both December 31, 2024 and
2023 and 270,175,766 and 168,918,134 shares issued and
outstanding as of December 31, 2024 and 2023, respectively
27,018
16,893
Additional paid‑in capital
134,875,666
103,816,628
Accumulated deficit
(142,279,717)
(112,586,886)
Total Stockholders' Equity (Deficit)
(7,377,033)
(8,753,365)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
$ 21,623,930
$ 8,308,319
See accompanying notes to financial statements
ASSETS
LIABILITIES AND STOCKHOLDERS' EQUITY
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32
IMRICOR MEDICAL SYSTEMS, INC.
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2024 and 2023
2024
2023
REVENUES
Product revenue
$ 766,584
$ 436,719
Service revenue
77,091
48,849
Consulting revenue
115,749
130,000
Total Revenues
959,424
615,568
COSTS AND EXPENSES
Cost of goods sold
1,883,542
1,731,407
Sales and marketing
2,272,044
2,731,756
Research and development
8,180,184
7,919,568
General and administrative
4,920,466
5,087,841
Total Costs and Expenses
17,256,236
17,470,572
Loss from Operations
(16,296,812)
(16,855,004)
OTHER INCOME (EXPENSE)
Interest income
257,718
63,013
Government grant income
325,332
164,446
Foreign currency exchange gain
197,867
5,514
Interest expense
(20,065)
(47,947)
Fair value change of financial instruments
(14,138,191)
(4,645,923)
Loss from capital commitment agreement
-
(1,297,204)
Other Expense
(18,680)
(12,797)
Total Other Income (Expense)
(13,396,019)
(5,770,898)
NET LOSS
$ (29,692,831)
$ (22,625,902)
EARNINGS PER SHARE:
Basic and diluted loss per common share
$ (0.13)
$ (0.14)
Basic and diluted weighted average shares outstanding
223,999,081
156,610,729
See accompanying notes to financial statements
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ANNUAL REPORT 2024
33
IMRICOR MEDICAL SYSTEMS, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the Years Ended December 31, 2024 and 2023
Additional
Accumulated
Total Stockholders'
Shares
Amount
Paid-in Capital
Deficit
Equity (Deficit)
BALANCES, December 31, 2022
151,347,625
15,135
$
97,456,289
$
(89,960,984)
$
7,510,440
$
Stock-based compensation expense
-
-
538,943
-
538,943
Issuance of common stock and
restricted stock, net of issuance
costs of $80,931
17,570,509
1,758
4,992,836
-
4,994,594
Issuance of warrants, net of fees
-
-
828,560
-
828,560
Net loss
-
-
-
(22,625,902)
(22,625,902)
BALANCES, December 31, 2023
168,918,134
16,893
$
103,816,628
$
(112,586,886)
$
(8,753,365)
$
Stock-based compensation expense
-
-
68,769
-
68,769
Issuance of common stock and
restricted stock, net of issuance
costs of $1,905,897
101,257,632
10,125
30,990,269
-
31,000,394
Net loss
-
-
-
(29,692,831)
(29,692,831)
BALANCES, December 31, 2024
270,175,766
27,018
$
134,875,666
$
(142,279,717)
$
(7,377,033)
$
See accompanying notes to financial statements
Common Stock
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34
IMRICOR MEDICAL SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2024 and 2023
2024
2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
$
(29,692,831)
$
(22,625,902)
Adjustments to reconcile net loss to net cash flows from operating
activities:
Depreciation
748,165
707,545
Stock-based compensation expense
68,769
538,943
(Gain) loss on disposal of property and equipment
(2,423)
854
Change in inventory reserves
60,866
375,107
Amortization of right-of-use assets
172,872
152,493
Services performed in exchange for property and equipment
(100,000)
-
Foreign currency exchange gain
(197,867)
(5,514)
Change in fair value of convertible note
11,416,400
4,136,600
Change in fair value of derivative asset and option and warrant liability
2,721,791
509,323
Issuance of promissory note for capital commitment agreement
-
399,660
Issuance of option liability
-
920,550
Amortization of issuance costs of convertible note
-
10,160
Changes in assets and liabilities
Accounts receivable
66,277
(216,252)
Inventory
453,877
(919,453)
Prepaid expenses and other assets
210,586
601,773
Accounts payable and other liabilities
(1,746,136)
1,910,926
Accrued expenses
702,373
(134,214)
Lease liabilities
(237,019)
(201,506)
Contract liabilities
(219,610)
861,451
Net Cash Flows used in Operating Activities
(15,573,910)
(12,977,456)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment
(77,976)
(82,783)
Proceeds from sale of property and equipment
3,000
-
Net Cash Flows used in Investing Activities
(74,976)
(82,783)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock, restricted stock, and warrants
32,906,291
5,847,517
Issuance costs of common stock, restricted stock, and warrants
(1,905,897)
(85,266)
Proceeds from promissory note
-
33,219
Payment on promissory note
(386,452)
-
Payments on finance lease liability
(65,999)
(160,680)
Proceeds from financing obligation
344,050
598,228
Payments on financing obligation
(557,779)
(683,786)
Proceeds from convertible note and warrant
-
2,675,000
Debt issuance costs on convertible note
-
(10,573)
Net Cash Flows provided by Financing Activities
30,334,214
8,213,659
Net Change in Cash
14,685,328
(4,846,580)
CASH - Beginning of Year
831,522
5,687,816
Effect of foreign currency exchange rate changes on cash
190,889
(9,714)
CASH - End of Year
$
15,707,739
$
831,522
Supplemental cash flow disclosure
Cash paid for interest
$
22,855
$
45,157
Noncash investing and financing activities
Transfer from inventory to property and equipment
$
175,207
$
301,370
Property and equipment obtained in exchange for services
$
100,000
$
-
Property and equipment included in accounts payable
$
-
$
35,200
Operating lease right of use assets in exchange for operating lease liability
$
-
$
47,316
Issuance costs included in accounts payable and accrued expenses
$
-
$
3,864
Settlement of promissory note with issuance of CDIs
$
-
$
42,630
See accompanying notes to financial statements
For personal use only
ANNUAL REPORT 2024
35
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 1 – Summary of Significant Accounting Policies
Nature of Operations and Basis of Presentation
Imricor Medical Systems, Inc. (“Imricor” and the “Company”) is a U.S.-based medical device company that
seeks to address the current issues with traditional x-ray-guided ablation procedures through the
development of Magnetic Resonance Imaging (“MRI”) guided technology. Incorporated in the State of
Delaware in 2006, the Company’s principal focus is the design, manufacturing, sale and distribution of MRI-
compatible products for cardiac catheter ablation procedures. Imricor’s technology utilizes an intellectual
property (“IP”) portfolio that includes technology developed in-house, as well as IP originating from Johns
Hopkins University, Koninklijke Philips N.V., and Livetec Ingenieurbuero, GmbH. The Company is
headquartered in Burnsville, Minnesota, where it has development and manufacturing facilities. The
Company’s primary product offering is the Vision-MR Ablation Catheter, which is specifically designed to
work under real-time MRI guidance, with the intent of enabling higher success rates along with a faster and
safer treatment compared to conventional procedures using x-ray guided catheters. Historically, Imricor
generated revenue from licensing some of its IP for use in implantable devices and performing contract
research. Revenue is now generated from the sale of the MRI-compatible products it has developed for
use in cardiac catheter ablation procedures (comprising single-use consumables and capital goods). On
January 13, 2016, Imricor obtained CE mark approval to place one of its key products, the Advantage-MR
EP Recorder/Stimulator System, on the market in the European Union. On January 23, 2020, the Company
obtained CE mark approval for its other key products, the Vision-MR Ablation Catheter (with an indication
for treating type I atrial flutter) and the Vision-MR Dispersive Electrode. On March 1, 2024, the Company
obtained CE mark approval for the Vision-MR Diagnostic Catheter.
The Company has prepared the accompanying financial statements and notes in conformity with
accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The Company’s financial statements and notes are presented in United States dollars, unless otherwise
noted, which is also the functional currency.
Cash
Cash consists of funds in depository accounts. The Company considers cash invested in highly liquid
financial instruments with maturities of three months or less at the date of purchase to be cash equivalents.
The Company holds cash with high quality financial institutions and, at times, such balances may be in
excess of federal insurance limits.
Accounts Receivable and Customer Concentrations
Accounts receivable are unsecured, are recorded net of amounts expected for credit losses, and do not
bear interest except if a revenue transaction has a significant financing component. The Company reviews
the allowance for credit losses by considering factors such as historical experience, current economic
conditions that may affect a customer’s ability to pay, and reasonable and supportable forecasts. Payment
is generally due 30 days from the invoice date. When all collection efforts have been exhausted, the account
is written off against the related allowance. To date the Company has not experienced any significant write-
offs or significant deterioration of its accounts receivable aging, and therefore, no allowance for credit losses
was considered necessary as of December 31, 2024 or 2023.
During the year ended December 31, 2024, the Company had sales from 4 customers that accounted for
19%, 17%, 16%, and 15% of revenue and accounts receivable from 4 customers that represented 87% of
the accounts receivable balance. During the year ended December 31, 2023, the Company had sales from
4 customers that accounted for 21%, 21%, 20%, and 20% of revenue and accounts receivable from 3
customers that represented 89% of the accounts receivable balance.
For personal use only
36
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 1 – Summary of Significant Accounting Policies (cont.)
The Company’s accounts receivable balance as of December 31, 2024, 2023, and 2022 was $345,342,
$392,557, and $125,544, respectively. Accounts receivable includes unbilled receivables of $44,424 and
$43,130 as of December 31, 2024 and 2023, respectively, which represents the current portion of minimum
royalties due to the Company during the following year. The accounts receivable-long term relates to
minimum royalties due to the Company beyond twelve months from the respective balance sheet date.
Inventory
Inventories are stated at the lower of cost or net realizable value, with cost determined on the first-in, first-
out (“FIFO”) method. The establishment of allowances for excess and obsolete inventories is based on
historical usage and estimated exposure on specific inventory items. Inventories are as follows:
The Company utilizes significant estimates in determining the realizable value of its inventory, including the
future revenue forecasts that will result in product sales. These estimates have a corresponding impact on
the inventory values recorded as of December 31, 2024 and 2023. Management continually evaluates the
likelihood of future sales based on current economic conditions, expiration timing of products, and product
design changes prior to sale of product on hand. If actual conditions are less favorable than those the
Company has projected, it may need to increase its reserves for excess and obsolete inventories. Any
increases in the Company’s reserves will adversely impact its results of operations. The establishment of a
reserve for excess and obsolete inventory establishes a new cost basis in the inventory. Future sales of
inventory on hand at December 31, 2024 will result in recognition of cost of sales based on initial inventory
costs, net of reserves taken for expected realization values.
Property and Equipment
Property and equipment are stated at cost. Additions and improvements that extend the lives of assets are
capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation is
computed using the straight-line method over the estimated useful lives of the assets. Amortization of
leasehold improvements is computed on a straight-line basis over the shorter of the estimated useful lives
of the related assets or life of the lease.
The standard estimated useful lives of property and equipment are as follows:
Office furniture and equipment
5 years
Lab and production equipment
5 years
Computer equipment
3 - 5 years
MRI scanner
7 years
Leasehold improvements
Lesser of useful life or remaining lease term
2024
2023
Inventory - Current Portion
Raw materials
501,766
$
98,169
$
Work in process
228,396
355,504
Finished goods
771,886
1,227,681
Total Inventory - Current Portion
1,502,048
1,681,354
Inventory - Long-term
Raw materials
231,721
691,874
Finished goods
96,000
146,491
Total Inventory - Long-term
327,721
838,365
Total Inventory
1,829,769
$
2,519,719
$
For personal use only
ANNUAL REPORT 2024
37
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 1 – Summary of Significant Accounting Policies (cont.)
The Company reviews property and equipment for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. If the impairment tests
indicate that the carrying value of the asset, or asset group, is greater than the expected undiscounted cash
flows to be generated by such asset or asset group, further analysis is performed to determine the fair value
of the asset or asset group. To the extent the fair value of the asset or asset group is less than its carrying
value, an impairment loss is recognized equal to the amount the carrying value of the asset or asset group
exceeds its fair value. The Company generally measures fair value by considering sale prices for similar
assets or asset groups, or by discounting estimated future cash flows from such assets or asset groups
using an appropriate discount rate. Considerable management judgment is necessary to estimate the fair
value of assets or asset groups, and accordingly, actual results could vary significantly from such estimates.
Assets to be disposed of would be reported at the lower of the carrying amount or fair value less costs to
sell. To date, the Company has not recognized any impairment loss for property and equipment.
Research and Development Costs
The Company expenses research and development costs as incurred.
Nonmonetary Transaction
The Company had a nonmonetary exchange with a vendor whereby the vendor provided equipment to the
Company in exchange for space to display the vendor’s product at the Company’s booths at two tradeshows
during the year ended December 31, 2024. The Company is using the equipment for research and
development activities. The transaction was recorded with an addition of $100,000 to Property and
equipment on the balance sheets and an equal reduction to sales and marketing expense on the statements
of operations.
Other Assets
Other assets on the balance sheet include security deposits related to the Company’s operating leases, an
equity investment, and a derivative asset. The balance is made up of the following as of December 31:
The equity investment made during the year ended December 31, 2021 is held at cost. There have been
no impairment losses recognized for the years ended December 31, 2024 and 2023.
Patents
Expenditures for patent costs are charged to operations as incurred.
2024
2023
Security deposit
52,597
$
52,597
$
Equity investment
69,560
69,560
Derivative asset
56,243
56,243
Prepaid expense
29,812
-
208,212
$
178,400
$
December 31,
For personal use only
38
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 1 – Summary of Significant Accounting Policies (cont.)
Income Taxes
Income taxes are recorded under the liability method. Deferred income taxes are provided for temporary
differences between financial reporting and tax bases of assets and liabilities. Deferred tax assets are
reduced by a valuation allowance to the extent the realization of the related deferred tax asset is not
assured.
The Company recognizes the financial statement benefit of a tax position only after determining that the
relevant tax authority would more likely than not sustain the position following an audit. For tax positions
meeting the more-likely-than not threshold, the amount recognized in the financial statements is the largest
benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the
relevant tax authority.
Loss per Share
Basic loss per share is computed by dividing net loss by the weighted average shares outstanding during
the reporting period. The weighted average common shares outstanding were 223,999,081 and
156,610,729 for the years ended December 31, 2024 and 2023, respectively.
Dilutive net income (loss) per share assumes the exercise and issuance of all potential common stock
equivalents in computing the weighted-average number of common shares outstanding, unless their effect
is antidilutive. The computation of dilutive net income (loss) per share attributable to common stockholders
assumes the potential dilutive effect of potential common stock, which includes common stock consisting
of (a) stock options and warrants using the treasury stock method, and (b) convertible notes using the if-
converted method. The effects of including incremental shares associated with stock options, warrants, and
convertible notes outstanding are anti-dilutive due to the net loss incurred and are not included in the diluted
weighted average number of shares of common stock outstanding for the years ended December 31, 2024
and 2023.
The table below provides potentially dilutive securities not included in the calculation of the diluted net loss
per share for the years ended December 31 because to do so would be anti-dilutive:
Foreign Currency Exchange Gains (Losses)
As of December 31, 2024, the Company had cash accounts denominated in Euros and Australian dollars,
accounts payable that were denominated in Australian dollars, Euros, and Hungarian forint, and accounts
receivable denominated in Euros and Hungarian forint. As of December 31, 2023, the Company had cash
accounts denominated in Euros, accounts payable that were denominated in both Australian dollars and
Euros, a promissory note denominated in Australian dollars, and accounts receivable denominated in Euros
and Swiss Francs. These assets and liabilities have been remeasured into U.S. dollars at year-end exchange
rates. Foreign currency exchange gains of $197,867 and $5,514 for the years ended December 31, 2024 and
2023, respectively, are included in the statements of operations within other expense.
2024
2023
Exercise of stock options
31,255,170
22,595,981
Conversion of convertible notes
22,427,625
20,304,392
Exercise of warrants
5,216,158
5,216,158
Total
58,898,953
48,116,531
For personal use only
ANNUAL REPORT 2024
39
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 1 – Summary of Significant Accounting Policies (cont.)
Revenue Recognition
In order for an arrangement to be considered a contract, it must be probable that the Company will collect the
consideration to which it is entitled for goods or services to be transferred. The Company then assesses the
goods or services promised within the contract to determine whether each promised good or service is a
performance obligation. Performance obligations are promises in a contract to transfer a distinct good or
service to the customer that (i) the customer can benefit from on its own or together with other readily available
resources, and (ii) is separately identifiable from other promises in the contract.
The Company determines the transaction price based on the amount of consideration the Company expects
to receive for providing the promised goods or services in the contract. Consideration may be fixed, variable,
or a combination of both. At contract inception for arrangements that include variable consideration, the
Company estimates the probability and extent of consideration it expects to receive under the contract utilizing
either the most likely amount method or expected amount method, whichever best estimates the amount
expected to be received. The Company then considers any constraints on the variable consideration and
includes in the transaction price variable consideration to the extent it is deemed probable that a significant
reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with
the variable consideration is subsequently resolved.
For product sales that contain a single performance obligation, the Company recognizes revenue when
control is transferred to the customer. This occurs at a point in time when title to the goods and risk of loss
transfers. The transaction price is based on invoice price, net of any variable consideration.
When accounting for a contract that contains multiple performance obligations, the Company must develop
judgmental assumptions to determine the estimated standalone selling price (“SSP”) for each performance
obligation identified in the contract. The Company utilizes the observable SSP when available, which
represents the price charged for the promised product or service when sold separately. When the SSP for
the Company’s products or services are not directly observable, the Company determines the SSP using
relevant information available and applies suitable estimation methods including, but not limited to, the cost-
plus margin approach. The Company then allocates the transaction price to each performance obligation
based on the relative SSP and recognizes as revenue the amount of the transaction price that is allocated to
the respective performance obligation when (or as) control is transferred to the customer and the performance
obligation is satisfied.
Revenue from service contracts is recognized over the contract period on a straight-line basis, as the
customer benefits from the services throughout the service contract period.
Revenue is derived from both domestic and foreign countries. Sales tax and value added taxes in foreign
jurisdictions that are collected from customers and remitted to governmental authorities are accounted for on
a net basis and therefore are excluded from net sales. Product sales include shipment and handling fees
charged to customers. Shipping and handling costs associated with outbound freight after control over a
product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of goods
sold.
For personal use only
40
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 1 – Summary of Significant Accounting Policies (cont.)
The following table provides revenue by country based on the location where services are provided and
products are sold for more than 10% of the total revenue for the years ended December 31:
As of December 31, 2024, $129,794 of a contract’s transaction price was allocated to an unsatisfied
performance obligation. The Company expects to recognize the revenue related to this performance
obligation during 2025. As of December 31, 2023, there were no unsatisfied performance obligations that
were not recorded within deferred revenue on the balance sheets.
Royalties
On June 1, 2012, the Company licensed certain intellectual property to a customer which included a royalty
of 3% of product sales, subject to a minimum of $50,000 per year through 2028. The minimum guaranteed
royalties were recognized upon the execution of the license agreement as these proceeds were not
variable consideration. The remaining minimum royalty payments to be received, less the portion which
represents future interest expected to be received within 12 months is included in Accounts Receivable and
the amounts expected to be received in future periods beyond 12 months are included in Accounts
Receivable-Long term. Any royalties received in the future which are more than the minimum guaranteed
royalty will be recognized when they are earned.
Consulting Revenue
The Company recognizes revenue for consulting over time using the “as invoiced” practical expedient, except
for in certain instances where billings are made in advance of the satisfaction of performance obligations.
In April 2023, the Company entered into a Statement of Work to develop a prototype version of the Company’s
catheter that is compatible with a GE Healthcare MRI system. The Company recognized $60,000 and
$130,000 as consulting revenue during the years ended December 31, 2024 and 2023, respectively.
The Company also recognized $55,749 in consulting revenue during the year ended December 31, 2024
related to work performed with a research institution utilizing the Company’s MRI scanner.
2024
2023
Hungary
178,187
$
-
$
Germany
167,320
162,966
Switzerland
166,046
-
Qatar
155,466
-
U.S.
115,749
130,000
Netherlands
98,237
195,841
United Kingdom
-
126,761
Other countries
78,419
-
959,424
$
615,568
$
December 31,
For personal use only
ANNUAL REPORT 2024
41
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 1 – Summary of Significant Accounting Policies (cont.)
Contract Liabilities
In 2013, the Company licensed certain intellectual property to a customer in exchange for an upfront non-
refundable license fee and milestone payments, which can total up to $7,000,000. The Company collected
$6,000,000 of these milestone payments, including the non-refundable license fee, on or before October
2016. A total of $373,333 of this amount is deferred as of December 31, 2024 and 2023. The customer sold
the portion of the business which held this license in May 2018, and the license has been assigned to the
purchaser. The project is still on hold with no plans to work on final development during the next 12 months,
and therefore, the contract liability is included in long-term liabilities as of December 31, 2024 and 2023.
The Company invoices its customers for product revenue and consulting revenue based on the billing
schedules in its sales arrangements. Service contracts are billed up-front, prior to the services having been
performed, and the associated deferred revenue is recognized over the term of the service contract period.
Amounts received prior to satisfying the above revenue recognition criteria are recorded as contract liabilities
in the accompanying balance sheets, with the contract liabilities to be recognized beyond one year being
classified as non-current contract liabilities. As of December 31, 2024 and 2023, the Company had total
current and long-term contract liabilities of $1,158,052 and $1,377,662, respectively, of which $1,098,533
and $794,969 was included in long-term liabilities as of December 31, 2024 and 2023, respectively. A total
of $166,046 of the contract liability balance was also in accounts receivable on the balance sheets as of
December 31, 2023. As of December 31, 2024, the Company expects to recognize $12,780 of the balance
included in long-term liabilities during 2026, and the remaining $1,085,753 at an indeterminable time. The
decrease in contract liabilities is due to recognition of revenue for completion of performance obligations that
were included in contract liabilities at the beginning of the period.
The following table sets forth information related to the contract liabilities for the years ended December 31:
2024
2023
Balance at the beginning of the year
1,377,662
$
516,211
$
Decrease from revenue recognized for completion
of performance obligations that were included in
contract liabilities at the beginning of the period
included in:
Product revenue
(166,046)
-
Service revenue
(24,879)
(21,406)
Consulting revenue
(55,749)
-
Increase for revenue deferred as the performance
obligation has not been satisfied related to:
Product revenue
-
768,937
Service revenue
27,064
58,171
Consulting revenue
-
55,749
Balance at the end of the year
1,158,052
$
1,377,662
$
For personal use only
42
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 1 – Summary of Significant Accounting Policies (cont.)
Derivative Asset and Liability
The Capital Commitment Agreement (“Agreement”) with GEM Global Yield LLC SCS (“GGY”) (discussed
further in Note 9) meets the definition of a derivative and was recorded upon issuance within other assets
on the balance sheets at fair value. The derivative asset is revalued at each balance sheet date, with
changes in fair value recorded on the statements of operations as other income or expense. The Company
estimates the fair value of the asset using the Monte Carlo Simulation model.
Also in connection with the Agreement with GGY, the Company issued 5,700,000 options which were
determined to qualify as liabilities in accordance with ASC 480-10, Distinguishing Liabilities from Equity and
ASC 815-40, Derivatives and Hedging. Additionally, the Company issued warrants in connection with the
equity raises in August and October 2023 (Note 10), where 2,100,568 warrants were determined to qualify
as liabilities due to the exercise price being denominated in a currency other than the Company’s functional
currency. The result of this accounting treatment is that the options and warrants are recorded upon
issuance as a liability on the balance sheets at fair value and are revalued at each balance sheet date, with
the change in fair value recorded in the statements of operations as other income or expense. The Company
estimates the fair value of the liability using the Black-Scholes pricing model.
See Notes 9 and 10 for further details and assumptions used in the Black-Scholes pricing model and Monte
Carlo Simulation model.
Stock-Based Compensation
The Company measures and records compensation expense using the applicable accounting guidance for
share-based payments related to equity awards granted to directors and employees. The fair value of stock
options, including performance awards, without a market condition is estimated at the date of grant, using
the Black-Scholes option-pricing model. The fair value of stock options with a market condition is estimated
at the date of grant using the Monte Carlo Simulation model. The Black-Scholes and Monte Carlo
Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options
or awards, a risk-free interest rate and dividend yield.
The Company’s policy is to account for forfeitures as they occur and compensation expense is recognized
on a straight-line basis over the vesting period for awards with service and market conditions; for awards
with performance conditions, expense is recognized for those that are probable of being achieved.
Compensation expense is recognized for all awards over the vesting period to the extent the employees or
directors meet the requisite service requirements, whether or not the award is ultimately exercised.
Conversely, when an employee or director does not meet the requisite service requirements and forfeits
the award prior to vesting, any compensation expense previously recognized for the award is reversed.
See Note 10 for further details and assumptions used in the Black-Scholes pricing model.
Fair Value Measurement
ASC 820, Fair Value Measurements, (“ASC 820”) provides guidance on the development and disclosure
of fair value measurements. Under this accounting guidance, fair value is defined as an exit price,
representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. As such, fair value is a market-based
measurement that should be determined based on assumptions that market participants would use in
pricing an asset or a liability.
For personal use only
ANNUAL REPORT 2024
43
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 1 – Summary of Significant Accounting Policies (cont.)
The accounting guidance classifies fair value measurements in one of the following three categories for
disclosure purposes:
The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to
determine the appropriate level at which to classify them for each reporting period. This determination
requires significant judgments to be made by the Company.
The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or
nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are
adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities
carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities
measured on a recurring basis are those that are adjusted to fair value each time a financial statement is
prepared. The following tables present information about the Company’s financial assets and liabilities
measured at fair value on a recurring basis, based on the fair value hierarchy:
The convertible note (Note 7) and the derivative asset and option and warrant liability (Notes 9 and 10) are
recognized at fair value on a recurring basis at December 31, 2024 and 2023 and are all classified as Level
3. There have been no transfers between levels. The Company estimates the fair value of the asset or
liabilities using the Monte Carlo Simulation model or Black-Scholes pricing model.
See Notes 7, 9 and 10 for further details and assumptions used in the respective pricing model.
As of December 31, 2024 and 2023, the recorded values of cash, prepaid expenses, accounts payable, and
accrued expenses and other liabilities approximate their fair values due to the short-term nature of these
items. As of December 31, 2023, the carrying value of the promissory note (Note 8) was a reasonable
approximation of fair value.
Level 1
Level 2
Level 3
Total
Other Assets
Derivative asset
-
$
-
$
56,243
$
56,243
$
Total Other Assets
-
$
-
$
56,243
$
56,243
$
Long-term Liabilities
Convertible note
-
$
-
$
19,869,700
$
19,869,700
$
Option and warrant liability
-
$
-
$
4,667,067
$
4,667,067
$
Total Long-term Liabilities
-
$
-
$
24,536,767
$
24,536,767
$
Level 1
Level 2
Level 3
Total
Other Assets
Derivative asset
-
$
-
$
56,243
$
56,243
$
Total Other Assets
-
$
-
$
56,243
$
56,243
$
Long-term Liabilities
Convertible note
-
$
-
$
8,453,300
$
8,453,300
$
Option and warrant liability
-
$
-
$
1,945,276
$
1,945,276
$
Total Long-term Liabilities
-
$
-
$
10,398,576
$
10,398,576
$
As of December 31, 2024
As of December 31, 2023
Level 1:
Quoted prices in active markets for identical assets or liabilities.
Level 2:
Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly
observable in the marketplace.
Level 3:
Unobservable inputs which are supported by little or no market activity and values
determined using pricing models, discounted cash flow methodologies, or similar
techniques, as well as instruments for which the determination of fair value requires
significant judgment or estimation.
For personal use only
44
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 1 – Summary of Significant Accounting Policies (cont.)
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates.
Bioscience Innovation Grant
In August 2023, the Company received a $1,158,000 grant from the North Dakota Department of Agriculture
as part of the department’s Bioscience Innovation Grant (“BIG") program. The grant money is obtained by
submitting requests for reimbursement of specific expenses incurred to support the remaining approval
process of the Company’s products in the US.
The Company has elected to account for the reimbursement as a government grant. U.S. GAAP does not
include grant accounting guidance related to transfers of assets from governments to business entities,
therefore, the Company has elected to follow the grant accounting model in International Accounting Standard
(“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance. In accordance with
IAS 20, the Company cannot recognize any income from the grant until there is reasonable assurance (similar
to the “probable” threshold in U.S. GAAP) that any conditions attached to the grant will be met and that the
grant will be received. Once it is reasonably assured that the grant conditions will be met and that the grant
will be received, grant income is recorded on a systematic basis over the periods in which the Company
incurred the reimbursable expenses for which the grant is intended to compensate. Income from the grant
can be presented as either other income or as a reduction in the expenses for which the grant was intended
to compensate.
As of December 31, 2024 and 2023, BIG benefits of $177,057 and $164,428, respectively, were included in
Prepaid expense and other current assets on the balance sheets. Income of $325,332 and $164,446 for the
years ended December 31, 2024 and 2023, respectively, was included in government grant income on the
statements of operations. The Company collected the full 2023 amount in January 2024, and $73,791 of the
2024 amount in January 2025.
Recently Adopted Accounting Pronouncement
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-
07 improve the disclosures about a public entity’s reportable segments and address requests from investors
for additional, more detailed information about a reportable segment’s expenses. Adoption of the ASU did not
materially impact the Company’s financial statements. See Note 12 for further details.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures which requires more detailed income tax disclosures. The guidance requires entities to disclose
disaggregated information about their effective tax rate reconciliation as well as expanded information on
income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with
the option to apply them retrospectively. The standard is effective for fiscal years beginning after December
15, 2024, with early adoption permitted. The Company does not expect this ASU to have any impact on its
financial position or operations but is currently assessing the impact on the financial statement disclosures.
For personal use only
ANNUAL REPORT 2024
45
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 1 – Summary of Significant Accounting Policies (cont.)
In May 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation (Topic 718): Scope
Application of Profits Interest Awards, which adds an example that illustrates how an entity applies the scope
guidance to determine whether a profits interest award should be accounted for as a share-based payment
arrangement under ASC 718 or another accounting standard. The standard is effective for fiscal years
beginning after December 15, 2024. Early adoption is permitted. The Company is currently assessing the
potential impact of adopting this new guidance on our financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income
– Expense Disaggregation Disclosures (Subtopic 220-40). The amendment requires disaggregated
disclosure of income statement expenses for public business entities (“PBEs”). The ASU does not change
the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation
of certain expense captions into specified categories in disclosures within the footnotes to the financial
statements. The standard is effective for fiscal years beginning after December 15, 2026. Early adoption is
permitted. The Company is evaluating the disclosure requirements related to the new standard.
In November 2024, the FASB issued ASU 2024-04, Debt – Debt with Conversion and Other Options (Subtopic
470-20), which amends ASC 470-20 to clarify the circumstances in which an entity is required to account for
a settlement of a debt instrument as an induced conversion. The standard is effective for fiscal years
beginning after December 15, 2025. Early adoption is permitted for all entities that have adopted the
amendments in Update 2020-06. The Company is evaluating the disclosure requirements related to the new
standard.
NOTE 2 – Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates
the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The
Company incurred losses from operations and negative cash flows from operations for both of the years
ended December 31, 2024 and 2023, and had an accumulated deficit as of December 31, 2024. These
conditions raise substantial doubt about its ability to continue as a going concern for twelve months from the
date the financial statements are available to be issued.
Until the Company is able to generate sustainable product revenues at profitable levels, the Company will be
required to, and management plans to, raise additional working capital through an equity or debt offering. If
the Company is not able to raise additional working capital, it would have a material adverse effect on the
operations of the Company and may adversely impact the Company’s ability to achieve its intended business
objectives. These financial statements do not include any adjustments related to the recoverability and
classification of recorded assets or the amounts and classification of liabilities or any other adjustments that
might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – Accrued Expenses
Accrued expenses consisted of the following:
2024
2023
Compensation
896,715
$
122,843
$
Firm inventory commitments
-
15,541
Other accruals
596,380
652,338
1,493,095
$
790,722
$
December 31,
For personal use only
46
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 4 – Property and Equipment
As of December 31, property and equipment consisted of the following:
Depreciation expense was $748,165 and $707,545 for the years ended December 31, 2024 and 2023,
respectively.
NOTE 5 – Leases
Operating Leases
In March 2007, the Company entered into an operating lease agreement for its office and manufacturing
space (Gateway) which was originally set to expire in July 2014. The lease was extended through July 2019.
In June 2019, the lease was extended through October 2022. The lease was amended to increase the square
footage and extend the term for five years. Upon commencement of the amended lease in March 2022, the
Company recorded a right of use asset and lease liability of $570,752. As part of the amendment, the landlord
reimbursed the Company for $35,041 in leasehold improvements.
The Company entered into a second operating lease agreement for office and warehouse space (Design
Center) in August 2018 which commenced on January 1, 2019 and was originally set to expire in March 2026.
In February 2020, this lease was amended to include an expansion of space and an increase to the term
through May 2030. In addition, the landlord agreed to pay $593,534 in leasehold improvements. Upon
commencement of the lease in June 2020, the Company recorded $593,534 in leasehold improvements, a
$606,277 right of use asset, and a $1,201,811 lease liability.
Neither lease includes renewal or extension rights. Both lease agreements require the Company to pay a pro
rata portion of the lessor’s actual operating expenses which are considered variable lease costs as the
expenses are trued up on an annual basis.
The Company also entered into an operating lease for a vehicle in August 2023. The lease is set to expire in
February 2027. Upon commencement of the lease, the Company recorded a right of use asset and a lease
liability of $47,316.
As the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the
information available at the lease commencement date in determining the present value of the lease
payments. As of December 31, 2024 and 2023, the weighted average remaining lease term on operating
leases was 4.5 and 5.4 years, respectively, and the weighted average discount rate was 5.6%. For the year
ended December 31, 2024 and 2023, the operating cash outflows from operating leases was $307,842 and
$283,076 respectively.
2024
2023
Office furniture and equipment
249,399
$
272,267
$
Lab and production equipment
2,416,607
2,143,096
Computer equipment
241,067
228,794
MRI scanner
1,200,000
1,200,000
Leasehold improvements
1,641,837
1,641,837
5,748,910
5,485,994
Less: accumulated depreciation and amortization
(3,870,159)
(3,211,684)
1,878,751
$
2,274,310
$
December 31,
For personal use only
ANNUAL REPORT 2024
47
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 5 – Leases (cont.)
As of December 31, 2024, maturities of the Company’s operating lease liabilities are as follows:
The cost components of the Company’s operating leases for office and manufacturing space, which were
included in general and administrative expenses on the statements of operations, were as follows for the
years ended December 31, 2024 and 2023:
Finance Lease Liability
On June 1, 2019, the Company entered into a sale leaseback agreement for the purchase of its MRI scanner
($1,200,000) and related Service Agreement ($500,000). The term of the lease was 36 months with a monthly
rental payment of $54,865 and an implied interest rate of 21.5%. The lease originally met the requirements
to be classified as a financing obligation. It was considered a failed sale leaseback arrangement as the lease
agreement included an option to repurchase the related assets for $425,000 at the end of the lease term,
which the Company deemed it was reasonably certain to do. On December 8, 2021, the Company executed
a revised lease to extend the term of lease for an additional 24 months after the expiration of the original
lease, with the Company owning the scanner outright at the conclusion of the extension term. Consequently,
the lease no longer qualified as a financing obligation and was classified as a finance lease liability on the
balance sheets beginning December 31, 2021. Beginning June 1, 2022, the start of the amended agreement
term, the monthly rental payment was $13,342 and the implied interest rate was 7.0%. During the years ended
December 31, 2024 and 2023, the Company paid $67,159 and $161,181, respectively, on this finance lease
liability, with $1,160 and $10,398, respectively, of the amount representing interest. As of December 31, 2024,
there are no remaining payments on this lease.
In December 2019, the Company entered into a $36,580 finance lease agreement for certain equipment. The
Company traded in fully depreciated equipment worth $26,250. The total equipment value of $62,380 is
included in property and equipment. The interest rate implied in the finance lease was 5.4% and the term of
the lease was four years. As of December 31, 2023, there were no remaining payments on the lease.
2025
316,105
$
2026
325,197
2027
220,144
2028
173,167
2029
178,359
2030 and thereafter
75,228
Total lease payments
1,288,200
Less: interest
(153,355)
Present value of lease liabilities
1,134,845
Less: current portion
(259,292)
Operating lease liability, net of current portion
875,553
$
2024
2023
Operating lease cost
228,426
$
228,426
$
Variable lease cost
156,450
142,038
384,876
$
370,464
$
December 31,
For personal use only
48
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 6 – Commitments and Contingencies
Vendor concentration
Certain components and products that meet the Company’s requirements are available only from a single
supplier or a limited number of suppliers. The inability to obtain components and products as required, or to
develop alternative sources, if and as required in the future, could result in delays or reductions in product
shipments, which in turn could have a material adverse effect on the Company’s business, financial condition,
and results of operations. The Company believes that it will be able to source alternative suppliers or materials
if required to do so.
For the year ended December 31, 2024, the Company had accounts payable to two vendors that accounted
for 14% and 13% of the total outstanding balance. For the year ended December 31, 2023, the Company had
accounts payable to three vendors that accounted for 15%, 14% and 11% of the total outstanding balance.
Purchase Commitments
At December 31, 2024 and 2023, the Company had $366,675 and $475,800, respectively, in outstanding firm
purchase commitments for raw materials inventory and prototype components used in research and
development activities. As of December 31, 2024, payment of the purchase commitments is expected to be
made within one year. During the years ended December 31, 2024 and 2023, the Company purchased
$109,767 and $911,475, respectively, under firm purchase commitments outstanding at the beginning of the
respective year.
Financing Obligation
The Company entered into an agreement to finance a portion of an annual insurance premium for the policy
periods beginning August 2024 and 2023. The financing obligation is to be paid in 10 monthly installments of
$35,665 and $62,012 beginning in September 2024 and 2023, respectively, and the stated interest rate is
7.91%. The remaining balance on the financing obligation is $209,137 and $422,866 as of December 31,
2024 and 2023, respectively.
Retirement Plan
The Company maintains retirement plans for its employees in which eligible employees can contribute a
percentage of their compensation. The Company contributed $269,541 and $243,951 to these plans during
the years ended December 31, 2024 and 2023, respectively.
Employment Agreements
The Company has employment agreements with the CEO and certain senior executives of the Company.
The agreements require severance of twelve and six months, respectively, of current annual salary and
medical insurance in the event employment is terminated without cause.
For personal use only
ANNUAL REPORT 2024
49
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 7 – Convertible Notes with Warrants
On December 16, 2022, the Company entered into a Securities Purchase Agreement for the issue of
unsecured, unquoted convertible promissory notes, to be issued in two tranches, to raise a maximum
aggregate amount of $5,000,000.
The first tranche was issued on December 23, 2022. The Company received $2,325,000 in gross proceeds
from the issuance of the convertible note. The convertible note bears interest of 10% per annum, compounded
annually. The interest accrued during the years ended December 31, 2024 and 2023 was $256,311 and
$233,010, respectively. All or a portion of the principal is convertible into CHESS Depositary Interests (“CDIs”,
as described further in Note 10) at a price of $0.2691 per share at the election of the holder following the 36
month anniversary of the closing date. All or a portion of accrued and unpaid interest is convertible into CDIs
at a price of $0.2563 per share at the election of the holder during the same time frame. The maximum
number of CDIs to be issued upon conversion of the principal amount and interest is no more than 12,849,949
CDIs. As of December 31, 2024, 10,568,963 CDIs would be issued if the principal and accrued interest were
converted.
The second tranche was issued on March 28, 2023. The Company received $2,675,000 of gross proceeds
from the issuance of the convertible note. The second tranche is subject to the same terms as the first tranche.
The interest accrued during the years ended December 31, 2024 and 2023 was $287,874 and $203,740,
respectively. The maximum number of CDIs to be issued upon conversion of the principal and interest is no
more than 14,784,350 CDIs. As of December 31, 2024, 11,858,662 CDIs would be issued if the principal and
accrued interest were converted.
The maturity date on the notes is the earliest occurrence of (i) a change-in-control event, at which time the
Company would be required to pay the holder the greater of 125% of the then outstanding balance plus
accrued and unpaid interest or the amount the holder would receive if the principal and accrued and unpaid
interest had been converted to CDIs at a conversion price equal to the variable weighted average price
(“VWAP”) of the CDIs for the 10 day period ending on the change-in-control event date; or (ii) the four year
anniversary of the closing date of each tranche.
On March 28, 2023 and December 23, 2022, pursuant to the Securities Purchase Agreement, the Company
issued warrants exercisable for 1,043,699 and 907,141 CDIs, respectively, with an exercise price of $0.2563
per share. The warrants expire five years after the dates of issuance.
The Company accounts for its convertible promissory notes under ASC 815, Derivatives and Hedging ("ASC
815"). Under 815-15-25, the election can be made at the inception of a financial instrument to account for the
instrument under the fair value option under ASC 825. The Company has made such election for its
convertible promissory notes. Using the fair value option, the convertible promissory notes are required to be
recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in
the estimated fair value of the notes are recognized as non-cash change in the fair value of the financial
instruments in the statements of operations.
The convertible notes were recorded as a liability on the balance sheets at the dates of issuance. The
following table provides a summary of change in fair value of the two tranches of the convertible notes for the
years ended December 31:
Total
Tranche 1
Tranche 2
Fair value at December 31, 2022
2,182,900
$
2,182,900
$
-
$
Fair value of additions at issuance date
2,133,800
-
2,133,800
Fair value change in convertible note
4,136,600
1,781,900
2,354,700
Fair value at December 31, 2023
8,453,300
$
3,964,800
$
4,488,500
$
Fair value change in convertible note
11,416,400
5,305,100
6,111,300
Fair value at December 31, 2024
19,869,700
$
9,269,900
$
10,599,800
$
For personal use only
50
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 7 – Convertible Notes with Warrants (cont.)
The fair value of the convertible notes is measured in accordance with ASC 820 “Fair Value Measurement”
using the “Monte Carlo Method” modeling incorporating the following inputs:
Significant assumptions used to determine the fair value of the convertible note include the estimated
probability of a change in control event, which is based on management’s expectation of future transactions,
and the volatility of the stock price, which is estimated based on both the Company’s own historical volatility
as well as historic volatilities of traded shares from a selected publicly traded peer group, believed to be
comparable after consideration of size, maturity, profitability, growth, risk and return on investment.
The Company evaluated the warrants under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815.
The warrants do not meet the characteristics for liability classification under either provision and as such are
classified as equity under ASC 815. Given that the convertible notes were subject to fair value
remeasurement, the fair value of the convertible notes was carved out from gross proceeds and the remainder
of the gross proceeds of the first and second tranches of $127,900 and $541,200, respectively, was allocated
to warrants. The warrants were recorded as Additional paid-in capital on the balance sheets at the dates of
issuance. No subsequent remeasurement of the warrants is required.
Issuance costs attributable to the second tranche of the convertible note of $10,160 were recorded as interest
expense during the year ended December 31, 2023 given the fair value accounting treatment, in accordance
with ASC 825-10-25-3. Issuance costs allocated to the second tranche warrant of $413 were recorded in
Additional paid-in capital given the equity classification of the warrants.
NOTE 8 – Promissory Notes
LIFT Loan
On January 6, 2023, the Company obtained a $1,500,000 loan from the Bank of North Dakota under the
North Dakota Commerce Department’s Innovation Technology Loan Fund (“LIFT”). The loan matures in five
years and has an interest rate of 0% for the first three years and 2% for the next two years of the loan, with
monthly interest payments due. The outstanding loan balance is due at maturity on January 6, 2028. As of
December 31, 2023, the Company had drawn $33,219 on the loan and the balance was included within long-
term liabilities on the balance sheets. The balance was paid in full during the year ended December 31, 2024.
The loan included certain restrictions on the use of the funds. The Company could use the funding only to
conduct applied research, experimentation, or operational testing within the state of North Dakota. The funds
could not be used for capital or building investments or for general corporate purposes to support existing
operations outside the state of North Dakota.
December 31,
December 31,
March 28,
2024
2023
2023
Expected dividend yield
0%
0%
0%
Expected stock-price volatility
88.1% - 89.4%
95.3% - 98.7%
90%
Risk-free interest rate
4.16% - 4.17%
3.91% - 3.94%
3.67%
Stock price
0.8416
$
0.3885
$
0.2045
$
Conversion price
0.2691
$
0.2691
$
0.2691
$
For personal use only
ANNUAL REPORT 2024
51
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 8 – Promissory Notes (cont.)
GGY Promissory Note
As part of the Agreement with GGY (discussed further in Note 9), the Company issued a promissory note in
relation to its promise to pay a fee of $600,000 Australian dollars within the first year of the Agreement’s term.
In the event the fee is not paid in full within the first year, interest will accrue on the unpaid portion at the
Mortgage Free Business Finance Rate published by Westpac Banking Corporation, compounded monthly.
The promissory note is revalued at each reporting date. As of December 31, 2023, the balance of the note
was $364,751 and is included within current liabilities on the balance sheets. During the year ended
December 31, 2023, the Company settled $66,738 Australian dollars on the promissory note by issuing
118,935 CDIs at an average price of $0.56 Australian dollars per share. The remaining balance on the note,
along with accrued interest of $3,103, was paid in full during the year ended December 31, 2024.
NOTE 9 – Capital Commitments
On July 6, 2023, the Company entered into a Capital Commitment Agreement (“Agreement”) with GEM Global
Yield LLC SCS (“GGY”), under the terms of which GGY has agreed to provide the Company with up to $30
million Australian dollars through a Security Subscription Facility (the “Facility”) over a 3-year term. The
Agreement allows the Company to draw down funds during the 3-year term by giving GGY 15 Australian
Securities Exchange (“ASX”) trading days’ notice to subscribe for CDIs, subject to share lending
arrangement(s) being in place. The number of CDIs which GGY may subscribe for is capped at 700% of the
average daily number of CDIs traded on the ASX during the 15 trading days prior to the relevant drawdown
notice, subject to certain adjustments. The subscription price of the CDIs to be issued to GGY is the higher
of (i) 90% of the average closing bid price of the Company’s CDIs over the 15 consecutive trading days after
the Company gives the drawdown notice, subject to certain adjustments; or (ii) a fixed floor price nominated
by the Company in the drawdown notice. The Company controls the timing of drawdowns under the Facility
and has no minimum drawdown obligation. The issue of CDIs to GGY pursuant to any drawdown notice will
also be conditional on the Company having sufficient placement capacity under ASX Listing Rules 7.1 or 7.1A
(as applicable) or obtaining any requisite securityholder approval for the issue.
The issuance date fair values of the financial instruments issued in connection with the Agreement and
issuance costs of $40,348 were recorded as a loss from capital commitment agreement on the statements of
operations for the year ended December 31, 2023. Any subsequent changes in fair value of such instruments
have been recorded in fair value change of financial instruments on the statements of operations.
The Agreement meets the definition of a derivative in accordance with ASC 815-10-15-83 and is measured
at fair value. The following table provides a summary of the change in fair value of the derivative asset for the
years ended December 31, 2024 and 2023:
Fair value at issuance date
63,354
$
Fair value change in derivative asset
(7,111)
Fair value at December 31, 2023
56,243
Fair value change in derivative asset
-
Fair value at December 31, 2024
56,243
$
For personal use only
52
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 9 – Capital Commitments (cont.)
The derivative asset’s fair value was calculated using the Monte Carlo Simulation model utilizing the following
assumptions:
The carrying value of the derivative asset as of December 31, 2024 is a reasonable approximation of fair
value.
Pursuant to the terms of the Agreement, the Company issued options to purchase 5,700,000 CDIs with an
exercise price of $0.61 Australian dollars per CDI and a 3-year term.
The following table provides a summary of the change in fair value of the options for the years ended
December 31, 2024 and 2023:
The options’ fair value was calculated using the Black-Scholes option pricing model utilizing the following
assumptions:
Since issuance, the Company has drawn $444,922 Australian dollars on the Facility, and $29,555,078
Australian dollars is available as of December 31, 2024. Converted to U.S. dollars using the exchange rate
of $1 Australian dollar to $0.62 U.S. dollar as of December 31, 2024, these amounts are $276,608 and
$18,374,392, respectively.
NOTE 10 – Stockholders’ Equity
Capital Stock Authorized
As of both December 31, 2024 and 2023, the Board of Directors of the Company had authorized 560,000,000
shares of capital stock, consisting of 535,000,000 shares of common stock and 25,000,000 shares of
preferred stock.
December 31,
July 6,
2023
2023
Expected stock-price volatility
104.1%
92.5%
Risk-free interest rate
4.03%
4.57%
Stock price (in Australian dollars)
0.5700
$
0.4450
$
Fair value at issuance date
920,550
$
Fair value change in options
372,210
Fair value at December 31, 2023
1,292,760
Fair value change in options
1,842,240
Fair value at December 31, 2024
3,135,000
$
December 31,
December 31,
July 7,
2024
2023
2023
Expected dividend yield
0%
0%
0%
Expected stock-price volatility
85.4%
104.1%
92.5%
Risk-free interest rate
3.97%
3.67%
4.26%
Stock price
0.8455
$
0.3830
$
0.2997
$
Conversion price
0.3792
$
0.4172
$
0.4063
$
For personal use only
ANNUAL REPORT 2024
53
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 10 – Stockholders’ Equity (cont.)
Common Stock
The Australian Securities Exchange (“ASX”) uses an electronic system called CHESS for the clearance and
settlement of trades on the ASX. The State of Delaware does not recognize the CHESS system of holding
securities or electronic transfers of legal title to shares. To enable companies to have their securities cleared
and settled electronically through CHESS, depositary instruments called CHESS Depositary Interests
(“CDIs”) are issued. CDIs are units of beneficial ownership in shares and are traded in a manner similar to
shares of Australian companies listed on the ASX. The legal title to the shares is held by a depositary, CHESS
Depositary Nominees Pty Ltd (“CDN”), which is a wholly-owned subsidiary of the ASX, and is an approved
general participant of ASX Settlement.
In July 2023, the Company completed an equity raise from a U.S. investor which consisted of 2,857,143
shares of common stock at $0.35 per share for proceeds of $981,766, net of expenses. In conjunction with
the equity raise, the Company issued 428,571 warrants to purchase common stock at a price of $0.60 per
share. The accounting treatment of the warrants is discussed below.
In August 2023, the Company completed an equity raise with a mix of US, Australian and New Zealand
investors, which consisted of 2,564,103 shares of common stock at $0.39 per share for U.S. investors and
2,127,056 CDIs at $0.61 Australian dollars per share for Australian and New Zealand investors for proceeds
of $1,816,939, net of expenses. In conjunction with the equity raise, the Company issued warrants to
purchase common stock or CDIs, with 384,616 warrants to purchase common stock issued to U.S. investors
at a price of $0.60 per share and 319,068 warrants to purchase CDIs to Australian and New Zealand investors
at a price of $1.00 Australian dollars per share. The accounting treatment of the warrants is discussed below.
In September and October 2023, the Company completed two draws on the GGY Facility and issued a total
of 961,868 shares of common stock at an average price of $0.53 Australian dollars per share for proceeds of
$257,868, net of expenses and payments on the GGY promissory note.
In October 2023, the Company completed an equity raise with a mix of U.S., Australian and New Zealand
investors, which consisted of 1,406,250 shares of common stock at $0.32 per share for U.S. investors and
7,126,000 CDIs at $0.50 Australian dollars per share for Australian and New Zealand investors for proceeds
of $2,676,957, net of expenses. In conjunction with the equity raise, the Company issued warrants to
purchase common stock or CDIs, with 351,563 warrants to purchase common stock issued to U.S. investors
at a price of $0.60 per share and 1,781,500 warrants to purchase CDIs to Australian and New Zealand
investors at a price of $0.95 Australian dollars per share. The accounting treatment of the warrants is
discussed below.
In February 2024, the Company completed a placement and institutional entitlement offer with a mix of U.S.
and Australian investors which consisted of 3,766,666 shares of common stock at $0.30 per share for U.S.
investors and 14,069,396 CDIs at $0.45 Australian dollars per share for Australian investors for proceeds of
$4,823,937, net of expenses.
The Company also completed a retail entitlement offer with Australian investors, which consisted of 1,419,069
CDIs at $0.45 Australian dollars per share for proceeds of $389,888, net of expenses in February 2024 and
14,378,862 CDIs at $0.45 Australian dollars per share, for proceeds of $3,996,793, net of expenses in April
2024.
In July and September 2024, the Company completed a two-tranche placement with a mix of Australian and
U.S. investors, which consisted of 67,064,836 CDIs at $0.52 Australian dollars per share and 242,857 shares
of common stock at $0.35 per share for U.S. investors for proceeds of $21,791,209, net of expenses.
For personal use only
54
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 10 – Stockholders’ Equity (cont.)
Dividend Rights
Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to
dividends, the holders of the common stock shall be entitled to receive, out of any assets of the Corporation
legally available therefore, any dividends as may be declared from time to time by the Board of Directors. The
right to such dividends shall not be cumulative, and no right shall accrue by reason of the fact that dividends
are not declared in any prior period.
Voting Rights
The holder of each share of common stock shall have the right to one vote for each such share, and shall be
entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation, and shall be
entitled to vote upon such matters and in such manner as may be provided by law.
Stock Option Plans
The Company and its stockholders adopted a stock incentive plan (the “2006 Plan”) in 2006. The 2006 Plan,
as amended on January 26, 2011 by the stockholders, reserved 10,918,500 shares of the Company’s
common stock for the granting of incentive and nonqualified stock options to employees, directors and
consultants. On May 22, 2016, the Company replaced the 2006 Plan with the 2016 Stock Option Plan (the
“2016 Plan”), as the 2006 Plan was expiring. The terms of the 2016 Plan were the same as the 2006 Plan. In
August 2018, the Board of Directors approved an increase of 500,000 shares to the option pool. On February
14, 2019, the Board of Directors terminated the 2016 Plan and approved the 2019 Equity Incentive Plan (the
“2019 Plan”), reserving 11,418,500 shares of the Company’s common stock for the granting of incentive and
nonqualified stock options, or other stock-based awards, to employees, directors and consultants. On June
4, 2019, the Board of Directors approved an increase of 2,000,000 shares to the option pool and provided
that on the first day of each of the Company’s fiscal years during the term of the 2019 Plan beginning in 2020,
the number of shares of Common Stock available for issuance from time to time under the 2019 Plan will be
increased by an amount equal to the lesser of (i) five percent (5%) of the aggregate number of shares
reserved under this Plan on the last day of the immediately preceding fiscal year, and (ii) such number of
shares determined by the Board (the “Annual Increase”). On April 20, 2020, the Board of Directors approved
an increase of 3,470,925 shares to the option pool, which was approved by the stockholders at the Annual
Meeting on May 12, 2020. On January 14, 2021, the Board of Directors approved an increase of 844,471
shares to the option pool. On April 6, 2022, the Board of Directors approved an increase of 848,695 shares
to the option pool. On April 4, 2023, the Board of Directors approved an increase of 7,929,130 shares to the
option pool, which was approved by the stockholders at the Annual General Meeting on May 11, 2023. On
February 14, 2024, the Board of Directors approved an increase of 6,488,279 shares to the option pool, which
was approved by stockholders at the Annual Meeting on May 15, 2024.
Options are granted at a price equal to the closing sale price of a CDI as of the date of grant, converted from
Australian dollars to U.S. dollars using the prevailing exchange rate. Generally, vesting terms of outstanding
options range from immediate to four years. In addition, some options have been issued to the executive
management team that vest upon completion of certain milestones, performance requirements, and market
conditions; as of December 31, 2024, 16,735,354 of these options are issued and outstanding. For these
performance-based awards, expense is recognized when it is probable the performance condition will be
achieved. If at any point the Company determines that the performance condition is improbable, any
previously recognized expense is reversed. Adjustments for forfeitures are recorded as they occur. In no
event are the options exercisable for more than ten years after the date of grant. The Company issues new
shares of common stock when stock options are exercised.
For personal use only
ANNUAL REPORT 2024
55
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 10 – Stockholders’ Equity (cont.)
Information regarding the Company’s stock options is summarized below:
As of December 31, 2024, the Company had 1,761,201 shares available for grant under the Plan.
The weighted average remaining contractual life of options outstanding and exercisable was 7.62 and 4.83
years, respectively, as of December 31, 2024.
The fair value of option awards granted was determined using the Black-Scholes option pricing model utilizing
the following assumptions:
Weighted-Average
Aggregate
Number of
Exercise
Intrinsic
Option Shares
Price
Value
Options outstanding - December 31, 2022
12,913,186
0.64
$
Exercised
-
-
Forfeited
(1,362,978)
0.48
Expired
(1,133,407)
0.71
Granted
6,479,180
0.32
Options outstanding - December 31, 2023
16,895,981
0.47
$
1,575,274
$
Options exercisable - December 31, 2023
5,759,508
0.67
$
13,413
$
Weighted average fair value of options granted
during the year ended December 31, 2023
0.15
$
Weighted-Average
Aggregate
Number of
Exercise
Intrinsic
Option Shares
Price
Value
Options outstanding - December 31, 2023
16,895,981
0.47
$
Exercised
-
-
Forfeited
(148,750)
0.53
Expired
(115,050)
0.82
Granted
8,922,989
0.32
Options outstanding - December 31, 2024
25,555,170
0.42
$
12,066,510
$
Options exercisable - December 31, 2024
6,349,658
0.67
$
1,585,640
$
Weighted average fair value of options granted
during the year ended December 31, 2024
0.24
$
2024
2023
Expected life
5.32 - 6.32 years
5.70 - 6.32 years
Volatility
90.19% - 91.69%
87.40% - 94.49%
Risk-free interest rate
4.05% - 4.35%
3.45% - 4.85%
Dividend yield
0%
0%
For personal use only
56
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 10 – Stockholders’ Equity (cont.)
The Company reviews its current assumptions on a periodic basis and adjusts them as necessary to
determine the option valuation. The expected life represents the period that the stock option awards are
expected to be outstanding and is based on an evaluation of historic expected lives from the Company’s stock
option grants. Volatility is based on the Company’s own historical volatility as well as historic volatilities of
traded shares from a selected publicly traded peer group, believed to be comparable after consideration of
size, maturity, profitability, growth, risk and return on investment. The risk-free interest rate is based on the
yield of constant maturity U.S. treasury bonds with a remaining term equal to the expected life of the awards
at the grant date. The expected dividend yield is zero, as the Company has not paid or declared any dividends
to common stockholders and does not expect to pay dividends in the foreseeable future. The Company’s
policy is to account for forfeitures as they occur and records stock-based compensation expense only for
those awards that are expected to vest.
Total stock-based compensation expense resulting from options is charged to the Company’s statements of
operations as follows:
The negative sales and marketing and general and administrative stock-based compensation expense on the
statements of operations during the year ended December 31, 2024 is due to a change in probability of
achievement for certain performance grants that were previously considered probable. This change resulted
in the reversal of expense already taken until achievement becomes probable, in accordance with ASC 718,
Stock Compensation. No income tax benefits were recognized related to this compensation expense due to
the full valuation allowance provided on the Company’s deferred income tax assets.
As of December 31, 2024, the total unrecognized compensation cost related to unvested stock options then
outstanding was $4,309,325. Future stock-based compensation expense is expected to be as follows for the
years ending December 31:
The performance grants not probable of achievement are generally related to the receipt of regulatory
approvals or sales milestones predicated on the receipt of regulatory approvals not yet received. Under
current U.S. GAAP, these milestones are generally not considered probable until the regulatory approval is
obtained.
Issuance of additional options subsequent to December 31, 2024 could affect future expected amounts.
2024
2023
Cost of goods sold
11,191
$
24,329
$
Sales and marketing
(593)
79,475
Research and development
24,362
126,800
General and administrative
(27,115)
271,471
7,845
$
502,075
$
December 31,
2025
373,335
$
2026
173,657
2027
135,484
2028
64,098
Total related to options expected to vest
746,574
Performance grants not probable of achievement
3,562,751
Total unrecognized compensation expense
4,309,325
$
For personal use only
ANNUAL REPORT 2024
57
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 10 – Stockholders’ Equity (cont.)
Restricted Stock
On May 12, 2023, the Company granted 528,089 shares of restricted stock to its three independent board
directors. The restricted stock vests annually over four years on the anniversary of the grant date, provided
that the participant continuously provides services to the Company through the applicable vesting date. The
fair market value on the date of grant was $0.19 per share.
On May 15, 2024, the Company granted 315,946 shares of restricted stock to its three independent board
directors. The restricted stock vests annually over four years on the anniversary of the grant date, provided
that the participant continuously provides services to the Company through the applicable vesting date. The
fair market value on the date of grant was $0.30 per share.
A summary of activity related to time-based nonvested restricted stock grants during 2023 and 2024 is as
follows:
Total stock-based compensation expense resulting from grants of restricted stock was $60,924 and $36,868
for the years ended December 31, 2024 and 2023, respectively, and is included in general and administrative
expenses on the statements of operations. No income tax benefits were recognized related to this
compensation expense due to the full valuation allowance provided on the Company’s deferred income tax
assets.
As of December 31, 2024, the total unrecognized compensation cost related to unvested restricted stock was
$167,360. Future unrecognized stock-based compensation expense is expected to be as follows for the years
ended December 31 thereafter:
Weighted Average
Nonvested
Grant Date
Restricted Shares
Fair Value
Outstanding as of December 31, 2022
298,297
0.28
$
Granted
528,089
0.19
Vested
(74,574)
0.28
Forfeited
-
-
Outstanding as of December 31, 2023
751,812
0.22
$
Granted
315,946
0.30
Vested
(206,597)
0.22
Forfeited
-
-
Outstanding as of December 31, 2024
861,161
0.25
$
2025
69,613
$
2026
56,179
2027
32,745
2028
8,823
Total
167,360
$
For personal use only
58
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 10 – Stockholders’ Equity (cont.)
Warrants
As part of the convertible note issuances in 2022 and 2023 and the equity raises in 2023, the Company issued
warrants to purchase common stock or CDIs which are summarized below:
The warrants issued in connection with the equity raises were evaluated under ASC 480 and ASC 815. Of
the 3,235,318 warrants issued in connection with the equity raises, 2,100,568 were determined to qualify as
liabilities due to the exercise price being denominated in a currency other than the Company’s functional
currency, while the remaining 1,164,750 do not meet the characteristics for liability classification under either
provision and as such are classified as equity under ASC 815.
Issuance costs attributable to the warrants classified as a liability of $9,656 were expensed during the year
ended December 31, 2023 given the fair value accounting treatment. Issuance costs allocated to the warrants
classified as equity of $4,335 were recorded in Additional paid-in capital as of December 31, 2023 given the
equity classification of the warrants.
The following table provides a summary of change in fair value of the warrants classified as a liability for the
year ended December 31, 2024 and 2023:
The fair value of the warrants was determined using the Black-Scholes option pricing model utilizing the
following assumptions:
Number of
Warrants
Weighted-Average
Exercise Price
Warrants outstanding - December 31, 2022
907,141
0.2563
$
Warrants issued
4,309,017
0.5201
Warrants exercised
-
-
Warrants expired/forfeited
-
-
Warrants outstanding - December 31, 2023
5,216,158
0.4742
$
Warrants issued
-
-
Warrants exercised
-
-
Warrants expired/forfeited
-
-
Warrants outstanding - December 31, 2024
5,216,158
0.4742
$
Warrants exercisable - December 31, 2024 and 2023
5,216,158
0.4742
$
Fair value at issuance date
522,514
$
Fair value change in warrants
130,002
Fair value at December 31, 2023
652,516
Fair value change in warrants
879,551
Fair value at December 31, 2024
1,532,067
$
December 31,
December 31,
October 23,
August 14 and 15,
July 14,
2024
2023
2023
2023
2023
Expected dividend yield
0%
0%
0%
0%
0%
Expected stock-price volatility
85.9% - 86.1%
86.7%
87.2%
87.3%
85.4%
Risk-free interest rate
4.37%
3.96%
4.70% - 4.86%
4.19% - 4.26%
3.83%
Stock price
0.8455
$
0.3830
$
0.2840
$
$0.4079 - $0.4298
0.2687
$
Conversion price
$0.5906 - $0.6217
$0.6498 - $0.6840
$0.5995 - $0.6000
$0.6000 - $0.6512
0.6000
$
For personal use only
ANNUAL REPORT 2024
59
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 11 – Income Taxes
As of December 31, 2024, the Company had generated approximately $91,570,000 of net operating losses
(“NOL”) for federal tax purposes. As a result of the Tax Cuts and Jobs Act, for U.S. income tax purposes,
NOLs generated prior to December 31, 2017 can still be carried forward for up to 20 years, while NOLs
generated after December 31, 2017 carryforward indefinitely, but are limited to 80% utilization against taxable
income. Of the total federal NOL of $91,570,000, $18,662,000 will begin to expire in 2028 through 2037, and
$72,908,000 will not expire but will only offset 80% of future taxable income.
As of December 31, 2024, the Company had also generated approximately $38,423,000 of state NOLs. The
state NOLs can be carried forward for up to 15 years and are limited to 80% utilization against taxable income.
The state NOLs will begin to expire in 2025 through 2039 if they are not used.
As of December 31, 2024, the Company had approximately $2,124,000 of federal research and development
(“R&D”) credit carryforwards available for federal tax purposes. As of December 31, 2024, the Company also
had approximately $1,121,000 of state R&D credit carryforwards available for Minnesota. The federal R&D
credits carryforwards will begin to expire in 2028 through 2037, and the state R&D credits carryforwards will
begin to expire in 2028 through 2039, if they are not used.
In assessing the realizability of deferred tax assets as of December 31, 2024 and 2023, the Company
determined it is more likely than not that its net deferred tax assets will not be realized and the Company
continues to maintain a valuation allowance for the full amount of the deferred tax assets.
Pursuant to Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), annual
use of the Company’s NOLs and R&D credit carryforwards may be limited if there is a cumulative change in
ownership of greater than 50% within a three-year period. The amount of annual limitation is determined
based on the value of the Company immediately prior to the ownership change. Subsequent ownership
changes may further affect the limitation in future years. If sufficiently limited, the related tax assets would be
removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance.
In 2023, the Company completed an analysis of past equity offerings, and other transactions that had an
impact on the Company’s ownership structure, for potential ownership changes under Sections 382 and 383
of the Code and concluded that the Company experienced ownership changes in 2009, 2011 and 2020. The
analysis determined that there were limitations on the amount of pre-ownership change NOL carryforwards
that can be utilized annually to offset future taxable incomes.
In 2024, the Company completed an analysis of equity offerings during the year, and other transactions that
have an impact on the Company’s ownership structure, for potential ownership changes under Sections 382
and 383 of the Code and concluded no ownership changes were experienced during the year. The Company
may experience subsequent ownership changes as a result of future equity offerings or other changes in the
ownership of Company stock, some of which are beyond the Company’s control. Similar provisions of state
tax law may also apply to limit the use of accumulated state tax attributes.
The Company conducts intensive research and experimentation activities, generating R&D tax credits for
Federal and state purposes under Section 41 of the Code. The Company has not performed a formal study
validating these credits claimed in the tax returns. Once a study is prepared, the amount of R&D tax credits
available could vary from what was originally claimed on the tax returns.
For personal use only
60
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 11 – Income Taxes (cont.)
Income tax expense (benefit) consists of the following for the year ended December 31:
The provision for income taxes differs from the tax computed using the statutory U.S. federal income tax rate
of 21% for the years ended December 31, 2024 and 2023 as a result of the following items:
Components of deferred income taxes are as follows as of December 31:
2024
2023
Current:
Federal
-
$
-
$
State
-
-
-
-
Deferred:
Federal
(6,686,000)
(4,594,000)
State
(260,000)
(737,000)
(6,946,000)
(5,331,000)
Deferred tax asset valuation allowance
6,946,000
5,331,000
Total provision (benefit)
-
$
-
$
2024
2023
Tax at U.S. statutory rate
(6,235,000)
$
(4,751,000)
$
State tax expense, net of federal benefit
(393,000)
(472,000)
Permanent items and other
(87,000)
332,000
R&D credits, net
(205,000)
(312,000)
Fair value change in convertible note
(194,000)
-
Change in tax rate
168,000
(128,000)
Change in valuation allowance
6,946,000
5,331,000
Income tax expense
-
$
-
$
2024
2023
Deferred tax assets:
Net operating loss carryforwards
22,204,000
$
19,514,000
$
Research and development credit carryforwards
3,010,000
2,683,000
Section 174 Capitalization of R&D
3,333,000
2,683,000
Stock-based compensation
360,000
359,000
Accrued expenses
291,000
339,000
Deferred revenue
254,000
313,000
Fixed assets
352,000
299,000
Fair value change of financial instruments
4,330,000
1,051,000
Gross deferred tax assets
34,134,000
27,241,000
Valuation allowance
(34,007,000)
(27,061,000)
Deferred tax assets, net
127,000
180,000
Deferred tax liabilities:
Prepaid expenses and other assets
47,000
141,000
Foreign currency exchange
80,000
39,000
Net deferred tax assets (liabilities)
-
$
-
$
For personal use only
ANNUAL REPORT 2024
61
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 11 – Income Taxes (cont.)
The change in the valuation allowance was $6,946,000 and $5,331,000 for the years ended December 31,
2024 and 2023, respectively.
The Company has recognized a reserve of approximately $810,000 and $723,000 for uncertain tax positions
which was recorded directly against the valuation allowance as of December 31, 2024 and 2023, respectively.
If recognized, these benefits would favorably impact the effective tax rate.
The tax years from 2008 through December 31, 2024 remain subject to examination by all major taxing
authorities due to the net operating loss carryforwards. The Company is not currently under examination by
any taxing jurisdiction. In the event of any future tax assessments, the Company has elected to record the
income taxes and any related interest and penalties as income tax expense in the Company’s statements of
operations.
Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company’s
effective tax rate in the future.
NOTE 12 – Segment Information
The Company sells capital equipment, which includes both Imricor-developed and third-party equipment, and
consumable products, for use in Interventional Cardiac Magnetic Resonance Imaging (“iCMR”) labs, and
capital equipment maintenance service agreements.
Operating segments are defined as components of an enterprise about which separate discrete financial
information is available for evaluation by the Chief Operating Decision Maker (“CODM”) when making
decisions regarding resource allocation and assessing performance. The Company’s CODM is its Chief
Executive Officer, who reviews consolidated financial results when making resource allocation decisions or
evaluating Company performance. To date, the Company has viewed its operations and manages its
business as one segment.
Significant expenses within loss from operations, as well as within net loss, include cost of goods sold,
research and development, sales and marketing, and general and administrative expenses, which are each
separately presented on the Company’s statements of operations. Other segment items within net loss
include interest income and expense, government grant income, foreign currency exchange gain (loss), fair
value change of financial instruments, and other expense.
Revenues by region were as follows:
2024
2023
Europe
688,209
$
485,568
$
U.S.
115,749
130,000
Middle East
155,466
-
Total revenue by geography
959,424
$
615,568
$
December 31,
For personal use only
62
IMRICOR MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023
NOTE 12 – Segment Information (cont.)
Product revenue by type were as follows:
Property and equipment is held in the following countries:
No individual country other than the U.S. and Germany accounted for more than 10% of the total net book
value.
See Note 1 for further details on the Company’s products and services, geographic areas, and major
customers.
NOTE 13 – Subsequent Events
For the year ended December 31, 2024, the Company evaluated, for potential recognition and disclosure,
events that occurred through the date the financial statements were available for issuance, February 26,
2025.
On February 6, 2025, a total of 163,935 options to purchase CDIs were exercised at $0.61 Australian dollars
per share for gross proceeds of $62,410.
2024
2023
Equipment revenue
305,891
$
146,305
$
Consumable revenue
460,693
289,913
Total product revenue
766,584
$
436,218
$
December 31,
2024
2023
U.S.
1,198,383
$
1,623,999
$
Germany
206,084
251,746
Other foreign countries
474,284
398,565
1,878,751
$
2,274,310
$
December 31,
For personal use only
ANNUAL REPORT 2024
63
For personal use only
64
Additional Stockholder Information
Additional Stockholder Information
The Company has CHESS Depositary Interests (CDIs) quoted on the Australian Securities Exchange (ASX) trading
under the ASX code IMR. Each CDI represents an interest in one share of Class A common stock of the Company
(Share). Legal title to the Shares underlying the CDIs is held by CHESS Depositary Nominees Pty Ltd (CDN), a wholly
owned subsidiary of the ASX. The Company’s securities are not quoted on any other exchange.
Except where noted, all information provided below is current as at 28 March 2025, except as otherwise stated. To
avoid double-counting, the holding of Shares by CHESS Depositary Nominees Pty Limited (underpinning the CDIs on
issue) have been disregarded in the presentation of the information below, unless otherwise stated.
Share Capital
Type of Security
No. of Securities
Total number of issued shares1
320,325,092
Total number of issued CDIs
267,080,178
1.
Includes shares held by CHESS Depositary Nominees Pty Limited (267,080,178).
Top 20 Holders of CDIs and Shares Combined (based on share registry reports)
Rank
Name
Number
% of issued capital
1
CITICORP NOMINEES PTY LIMITED
56,359,497
17.59
2
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
44,330,815
13.84
3
BNP PARIBAS NOMS (NZ) LTD
17,075,876
5.33
4
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
15,569,712
4.86
5
ARGO INVESTMENTS LIMITED
11,238,407
3.51
6
WARREN G HERREID II
9,486,098
2.96
7
SIEMENS MEDICAL SOLUTIONS USA INC
8,384,150
2.62
8
UBS NOMINEES PTY LTD
7,742,928
2.42
9
BNP PARIBAS NOMINEES PTY LTD
7,409,555
2.31
10
HR GLOBAL INVESTMENTS LLC
6,879,579
2.15
11
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
5,680,400
1.77
12
KAHR FOUNDATION
2,950,988
0.92
13
MR GRANT BRUCE BYRON TAYLOR + MR KEITH ROBERT TAYLOR
2,732,000
0.85
14
STEVEN R WEDAN
2,693,720
0.84
15
MACLAY GROUP PTY LTD
2,662,178
0.83
16
MR KENNETH JOSEPH HALL
1,923,077
0.60
17
POUNAMU CAPITAL PTY LIMITED
1,923,077
0.60
18
BNP PARIBAS NOMS PTY LTD
1,862,834
0.58
19
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
1,813,512
0.57
20
BAUER PRIVATE EQUITY FUND VI LLC
1,696,555
0.53
Top 20 holders
210,414,958
65.69
Remaining holders
109,910,134
34.31
Total
320,325,092
100.00
For personal use only
ANNUAL REPORT 2024
65
Substantial Holders
The names of substantial holders in the Company and their respective holdings of equity securities (to the best
of the Company’s knowledge) are as follows:
There are 93 investors holding less than a marketable parcel of CDIs or Shares, based on a minimum of A$500
parcel at A$1.380 per CDI or Share (close of trade price on 28 March 2025)
Distribution of Options Issued Under Equity Incentive Plans
Range
Number
% of issued capital No. of holders
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
21,000
0.08
3
10,001 – 100,000
614,440
2.38
21
100,001 and over
25,230,630
97.54
21
Total
25,866,070
100.00
45
Convertible Notes
As at 28 March 2025, the Company has two Convertible Notes issued to the K.A.H.R. Foundation (see ASX
announcement dated 19 December 2022 for full details).
Name
Number of
equity securities
% voting
Greencape Capital Pty Ltd
20,046,165
6.26
Hart Capital Partners
18,803,565
5.87
Distribution of CDIs and Shares
Range
Number % of issued capital No. of holders
1 – 1,000
188,346
0.06
341
1,001 – 5,000
1,362,074
0.42
486
5,001 – 10,000
1,934,472
0.61
243
10,001 – 100,000
23,938,092
8.58
723
100,001 and over
239,659,557
90.33
275
Total
320,325,092
100.00
2,068
For personal use only
66
Warrants and Options Issued in Connection with Financing Activities
Expiry date
Exercise Price
US$
1
No. of Securities
7 July 2026
0.40
5,196,065
23 December 2027
0.26
907,141
28 March 2028
0.26
1,043,699
14 July 2033
0.60
428,571
10 August 2033
0.60
384,616
15 August 2033
0.63
319,068
18 October 2033
0.60
78,125
19 October 2033
0.60
273,438
23 October 2033
0.60
1,781,500
1.
Where contractual exercise price is defined in Australian dollars, converted to US dollars using an exchange rate of A$1 to US$0.63.
Securities Subject to Voluntary Escrow
Last day of escrow
No. of Securities
9 May 2025
74,574
12 May 2025
132,023
15 May 2025
78,987
31 August 2025
242,875
9 May 2026
74,575
12 May 2026
132,023
15 May 2026
78,987
12 May 2027
132,020
15 May 2027
78,987
15 May 2028
78,985
Required Statements
•
There is no current on-market buy-back of the Company’s securities.
•
The Company is incorporated in the state of Delaware in the United States of America.
•
The Company is not subject to Chapters 6, 6A, 6B and 6C of the Corporations Act 2001 (Cth) dealing with
the acquisition of shares (i.e., substantial holdings and takeovers).
•
The Company’s securities are not quoted on any exchange other than the ASX.
•
The Company’s Australian Company Secretary is Mr. Kobe Li.
•
Under the Delaware General Corporation Law, shares are generally freely transferable subject to
restrictions imposed by US federal or state securities laws, by the Company’s certificate of incorporation or
bylaws, or by an agreement signed with the holders of the shares at issue. The Company’s amended and
restated certificate of incorporation and bylaws do not impose any specific restrictions on transfer.
For personal use only
ANNUAL REPORT 2024
67
Voting Rights
Every holder of Shares present in person or by proxy is entitled one vote for each Share held on the record date for
the meeting on all matters submitted to a vote of stockholders. Options and Warrants do not carry a right to vote.
CDI holders may attend and vote at the Company’s general meetings. The Company must allow CDI holders to
attend any meeting of stockholders unless relevant US law at the time of the meeting prevents CDI holders from
attending those meetings.
In order to vote at such meetings, CDI holders may:
•
instruct CDN, as the legal owner, to vote the Shares underlying their CDIs in a particular manner. A voting
instruction form will be sent to CDI holders with the notice of meeting or proxy statement for the meeting
and this must be completed and returned to the CDI Registry before the meeting ; Or
•
convert their CDIs into a holding of Shares and vote these at the meeting. Afterwards, if the former CDI holder
wishes to sell their investment on the ASX, the holder would need to convert the Shares back to CDIs. In
order to vote in person, the conversion of CDIs to Shares must be completed before the record date for
the meeting. For information on the process for converting CDIs to common stock, please contact the CDI
registry.
One of the above steps must be undertaken before CDI holders can vote at stockholder meetings. CDI voting
instruction forms and details of these alternatives will be included in each notice of meeting or proxy statement
sent to CDI holders.
For personal use only
68
Corporate Directory
US Office and Headquarters
Imricor Medical Systems, Inc.
400 Gateway Boulevard
Burnsville, Minnesota 55337
United States
Telephone: +1 952 818 8400
Board of Directors
Steve Wedan (Chairman and CEO)
Mark Tibbles (Non-Executive Director)
Anita Messal (Non-Executive Director)
Peter McGregor (Non-Executive Director)
Jeffrey Leighton (Non-Executive Director)
Local Agent & Company Secretary
Kobe Li
Australian Registered Address
Level 30, 35 Collins Street
Melbourne, VIC 3000 Australia
CDI Registry
Computershare Investor Services Pty Limited
GPO Box 2975
Melbourne, Victoria 3001 Australia
Telephone: 1300 850 505 (within Australia) or
+61 3 9415 4000 (outside Australia)
www.computershare.com
Share Registry
Computershare Trust Company, N.A.
150 Royall Street
Canton, Massachusetts 02021
United States
www.computershare.com
Australian Legal Advisor
Johnson Winter & Slattery
Level 14, 50 Bridge Street
Sydney, NSW 2000 Australia
Telephone: +61 2 8274 9555
www.jws.com.au
US Legal Advisor & Patent Attorney
Fox Rothschild LLP
City Center
33 South Sixth Street, Suite 3600
Minneapolis, Minnesota 55402
United States
Telephone: +1 612 607 7000
www.foxrothschild.com
Auditor
BDO USA, P.C.
800 Nicollet Mall, Suite 600
Minneapolis, Minnesota 55402
United States
Telephone: +1 612 367 3000
www.bdo.com
ASX Code
ASX: IMR
Website
www.imricor.com
For personal use only
72
ASX:IMR
www.imricor.com
Imricor Medical Systems, Inc .
For personal use only