Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. In accordance with Rule 13a-15(b) under the Exchange Act, as of the end of the period covered by this Annual Report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this Annual Report, were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. All internal control systems, no matter how well designed, have inherent limitations.
We conducted an assessment of the effectiveness of our system of internal control over financial reporting as of December 31, 2025, the last day of our fiscal year. This assessment was based on criteria established in the framework Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission, and included an evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Based on our assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. We reviewed the results of management’s assessment with the Audit Committee.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
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ITEM 9B. OTHER INFORMATION
Item 408(a) – Rule 10b5-1 Trading Arrangements
On November 5, 2025 , Roger Susi , the Company’s President, Chief Executive Officer and Chairman of the Board , adopted a “ Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 trading plan”). The trading plan provides for the potential sale of up to 100,000 shares of the Company’s common stock, subject to certain conditions. The trading plan’s expiration date is November 5, 2026 .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Other than as noted below, the information required by this Item 10 will be included in the Proxy Statement to be filed within 120 days after the fiscal year covered by this Form 10-K and is incorporated herein by reference.
Insider Trading Policy
The Company has an Insider Trading Policy governing the purchase, sale and other dispositions of its securities by its directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. The Insider Trading Policy is filed with this Form 10-K as Exhibit 19.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 will be included in the Proxy Statement, and such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item 12, including Equity Compensation Plan Information, will be included in the Proxy Statement, and such information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item 13 will be included in the Proxy Statement, and such information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item 14 will be included in the Proxy Statement, and such information is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Annual Report:
1.
Financial Statements: See “Index to Financial Statements” in Part II, Item 8 of this Form 10-K.
2.
Financial Statement Schedule: Not applicable.
3.
Exhibits: The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Form 10-K.
ITEM 16. FORM 10-K SUMMARY
None.
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EXHIBIT INDEX
Incorporated by Reference
Exhibit
Filing
Filed
Number
Description of Exhibit
Form
File No.
Date
Herewith
3.1
Amended and Restated Certificate of Incorporation
14C
001-36534
10/9/2015
3.2
Third Amended and Restated Bylaws of the Registrant
8-K
001-36534
9/19/2018
4.1
Specimen common stock certificate
S-1A
333-196875
7/9/2014
4.2
Description of Registrant’s Securities
10-K
001-36534
3/6/2020
10.1
Lease Agreement regarding 1025 Willa Springs Dr. between Susi, LLC and the Registrant, dated January 17, 2014
S-1
333-196875
6/18/2014
10.2
Amendment to Susi, LLC Lease Agreement, dated May 29, 2024, by and between IRadimed Corporation and Susi, LLC
8-K
001-36534
6/3/2024
10.3+
Employment Agreement between the Registrant and John F Glenn, dated May 21, 2022
8-K
001-36534
5/26/2022
10.4+
Employment Agreement between IRadimed Corporation and Roger Susi, dated July 24, 2019
8-K
001-36534
7/29/2019
10.5
S ale and Purchase Agreement between O PROPERTY, LTD., a Florida limited partnership, and the Registrant, dated November 1, 2022
8-K
001-36534
11/4/2022
10.6
Reinstatement and Amendment to Sale and Purchase Agreement between O PROPERTY, LTD., a Florida limited partnership, and the Registrant, dated February 2, 2023
8-K
001-36534
2/3/2023
10.7+
IRadimed Corporation 2023 Equity Incentive Plan
10-K
001-36534
3/1/2024
10.8+
Form of Restricted Stock Unit Award Agreement for IRadimed Corporation 2023 Equity Incentive Plan (4-year annual vest)
10-K
001-36534
3/6/2025
10.9+
Form of Restricted Stock Unit Award Agreement for IRadimed Corporation 2023 Equity Incentive Plan (3-year annual vest)
10-K
001-36534
3/6/2025
10.10+
Form of Restricted Stock Unit Award Agreement for IRadimed Corporation 2023 Equity Incentive Plan (2-year annual vest)
10-K
001-36534
3/6/2025
10.11+
Form of Restricted Stock Unit Award Agreement (Time-Vesting) for IRadimed Corporation 2023 Equity Incentive Plan (3-year cliff vest)
10-K
001-36534
3/6/2025
10.12+
Form of Restricted Stock Unit Award Agreement (Performance-Vesting) for IRadimed Corporation 2023 Equity Incentive Plan
10-K
001-36534
3/6/2025
19.1
Insider Trading Policy
10-K
001-36534
3/6/2025
21.1
List of Subsidiaries
10-K
001-36534
3/1/2024
23.1
Consent of RSM US LLP, Independent Registered Public Accounting Firm
X
31.1
Certification of Chief Executive Officer pursuant to Exchange Act Rule, 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Chief Financial Officer pursuant to Exchange Act Rule, 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1*
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200 2
X
97.1
IRadimed Corporation Incentive-Based Compensation Recovery Policy
8-K
001-36534
11/6/2023
101.INS
XBRL Instance Document
X
54
Table of Contents
101.SCH
XBRL Taxonomy Extensions Schema Document
X
101.CAL
XBRL Taxonomy Extension Label Calculation Linkbase Document
X
101.DEF
XBRL Taxonomy Extension Definition Document
X
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
X
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
X
+
Indicates a management contract or compensatory plan or arrangement.
*
The certification attached as Exhibit 32.1 that accompanies this Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of IRadimed Corporation under the Securities Act or the Exchange Act, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on March 6, 2026.
IRADIMED CORPORATION
(Registrant)
Dated: March 6, 2026
/s/ Roger Susi
By: Roger Susi
Chief Executive Officer and President
(Principal Executive Officer)
Each person whose signature appears below constitutes and appoints Roger Susi and John Glenn as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Roger Susi
Chairman of the Board, Chief Executive Officer and President
March 6, 2026
Roger Susi
(Principal Executive Officer)
/s/ John Glenn
Chief Financial Officer and Secretary
March 6, 2026
John Glenn
(Principal Financial and Accounting Officer)
/s/ Monty Allen
Director
March 6, 2026
Monty Allen
/s/ Joe Kiani
Director
March 6, 2026
Joe Kiani
/s/ James Hawkins
Director
March 6, 2026
James Hawkins
/s/ Hilda Scharen-Guivel
Director
March 6, 2026
Hilda Scharen-Guivel
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IRADIMED CORPORATION FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID: 49 )
F-2
Balance Sheets
F-4
Statements of Operations
F-5
Statements of Stockholders’ Equity
F-6
Statements of Cash Flows
F-7
Notes to Financial Statements
F-8
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
Stockholders’ and the Board of Directors of IRADIMED CORPORATION
Opinion on the Financial Statements
We have audited the accompanying balance sheets of IRADIMED CORPORATION (the Company) as of December 31, 2025 and 2024, the related statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( PCAOB ) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Deferred Revenue Recorded on the Sale of Extended Maintenance Agreements
As discussed in Notes 1 and 2 to the financial statements, the Company recorded deferred revenue related to the sale of extended maintenance agreements of $6,270 as of December 31, 2025. The Company records contract liabilities, or deferred revenue, when it has an obligation to provide a product or service to the customer and payment is received in advance of the Company’s performance. Revenue related to extended maintenance agreements is deferred and recognized over the extended maintenance agreement period, which can range from one to four years, starting after the expiration of the initial one-year manufacturing warranty. Management’s calculation of deferred revenue on extended
F-2
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maintenance agreements is based upon inputs, including the sales price and the term of the extended maintenance agreement, which are derived from the underlying contract with the customer.
We identified the completeness and accuracy of the inputs used by management in the calculation of deferred revenue on the sale of extended maintenance agreements as a critical audit matter due to the impact these inputs have on the amount of revenue to be deferred at year-end and the extent of audit effort required to audit those inputs.
Our audit procedures related to the completeness and accuracy of the inputs used by management in the calculation of deferred revenue on the sale of extended maintenance agreements included the following, among others:
● We selected a sample of additions to deferred revenue as of December 31, 2025, and tested the inputs for accuracy by performing the following procedures:
o We agreed the sales price and term of the extended maintenance agreement to the underlying customer contracts.
o We recalculated both the revenue recognized for the year ended December 31, 2025, and the expected deferred revenue balance at year-end based upon those inputs.
● We tested the completeness of the inputs used in the calculation of deferred revenue by selecting a sample of revenue recognized during the year on the sale of extended maintenance agreements and performing the following procedures:
o We agreed the sales price and term of the extended maintenance agreement to the underlying customer contracts.
o We agreed the sales price and term of the extended maintenance agreement to the deferred revenue calculation.
o We recalculated both the revenue recognized for the year ended December 31, 2025, and the expected deferred revenue balance at year-end based on those inputs.
We have served as the Company’s auditor since 2013.
/s/ RSM US LLP
Orlando, Florida
March 6, 2026
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Table of Contents
IRADIMED CORPORATION
BALANCE SHEETS
(in thousands)
December 31,
December 31,
2025
2024
ASSETS
Current assets:
Cash and cash equivalents
$
51,159
$
52,234
Accounts receivable, net of allowance for credit losses of $ 191 as of December 31, 2025, and $ 274 as of December 31, 2024
13,667
10,556
Inventory, net
11,620
10,402
Prepaid expenses and other current assets
4,757
2,050
Total current assets
81,203
75,242
Property and equipment, net
23,856
16,811
Intangible assets, net
3,384
3,099
Deferred tax asset, net
94
2,820
Other assets
239
354
Total assets
$
108,776
$
98,326
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
1,820
$
1,896
Accrued payroll and benefits
3,218
3,772
Warranty reserve
144
118
Deferred revenue
2,871
2,260
Other current liabilities
313
466
Accrued income taxes
1,814
—
Total current liabilities
10,180
8,512
Deferred revenue, non-current
3,978
2,993
Operating lease liabilities, non-current
—
2
Total liabilities
$
14,158
$
11,507
Stockholders’ equity:
Common stock; $ 0.0001 par value per share; 31,500,000 shares authorized; 12,781,774 shares issued and outstanding as of December 31, 2025, and 12,709,860 shares issued and outstanding as of December 31, 2024
$
1
$
1
Additional paid-in capital
30,386
30,027
Retained earnings
64,231
56,791
Total stockholders' equity
94,618
86,819
Total liabilities and stockholders’ equity
$
108,776
$
98,326
See accompanying notes to financial statements.
F-4
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IRADIMED CORPORATION
STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Year Ended
December 31,
2025
2024
Revenue
$
83,814
$
73,242
Cost of revenue
19,490
16,892
Gross profit
64,324
56,350
Operating expenses:
General and administrative
17,782
15,937
Sales and marketing
17,420
15,616
Research and development
2,975
2,832
Total operating expenses
38,177
34,385
Income from operations
26,147
21,965
Other income, net
2,214
2,310
Income before provision for income taxes
28,361
24,275
Provision for income tax expense
5,881
5,041
Net income
$
22,480
$
19,234
Net income per share:
Basic
$
1.77
$
1.52
Diluted
$
1.75
$
1.50
Weighted average shares outstanding:
Basic
12,722
12,670
Diluted
12,854
12,784
See accompanying notes to financial statements.
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IRADIMED CORPORATION
STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
Additional
Common Stock
Paid-in
Retained
Stockholders’
Shares
Amount
Capital
Earnings
Equity
Balances, December 31, 2023
12,660
$
1
$
28,161
$
43,258
$
71,420
Net income
—
—
—
19,234
19,234
Dividends declared
—
—
—
( 5,701 )
( 5,701 )
Stock-based compensation expense
—
—
2,524
—
2,524
Net share settlement of restricted stock units
40
—
( 557 )
—
( 557 )
Net share settlement of performance based stock units
7
—
( 131 )
—
( 131 )
Exercise of stock options
3
—
30
—
30
Balances, December 31, 2024
12,710
$
1
$
30,027
$
56,791
$
86,819
Net income
—
—
—
22,480
22,480
Dividends declared
—
—
—
( 15,040 )
( 15,040 )
Stock-based compensation expense
—
—
2,919
—
2,919
Net share settlement of restricted stock units
47
—
( 1,429 )
—
( 1,429 )
Net share settlement of performance based stock units
25
—
( 1,131 )
—
( 1,131 )
Balances, December 31, 2025
12,782
$
1
$
30,386
$
64,231
$
94,618
See accompanying notes to financial statements.
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IRADIMED CORPORATION
STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended
December 31,
2025
2024
Operating activities:
Net income
$
22,480
$
19,234
Adjustments to reconcile net income to net cash provided by operating activities:
Allowance for credit losses
( 84 )
( 95 )
Provision for excess and obsolete inventory
47
88
Depreciation & amortization
1,166
818
Loss on disposal of property and equipment
37
4
Stock-based compensation
2,919
2,524
Deferred income taxes, net
2,727
( 698 )
Changes in operating assets and liabilities:
Accounts receivable
( 3,027 )
1,762
Inventory
( 1,377 )
3,126
Prepaid income taxes
( 2,575 )
( 786 )
Prepaid expenses and other current assets
( 132 )
( 320 )
Other assets
( 40 )
( 17 )
Accounts payable
( 76 )
( 862 )
Accrued payroll and benefits
( 554 )
997
Other accrued taxes
150
60
Warranty reserve
26
1
Deferred revenue
1,596
( 111 )
Other current liabilities
( 150 )
( 100 )
Accrued income taxes
1,814
—
Net cash provided by operating activities
24,947
25,624
Investing activities:
Purchases of property and equipment
( 7,765 )
( 8,005 )
Capitalized intangible assets
( 656 )
( 812 )
Net cash used in investing activities
( 8,421 )
( 8,817 )
Financing activities:
Dividends paid
( 15,040 )
( 13,677 )
Proceeds from exercises of stock options
—
29
Taxes paid related to the net share settlement of equity awards
( 2,561 )
( 688 )
Net cash used in financing activities
( 17,601 )
( 14,336 )
Net (decrease) increase in cash and cash equivalents
( 1,075 )
2,472
Cash and cash equivalents, beginning of period
52,234
49,762
Cash and cash equivalents, end of period
$
51,159
$
52,234
Supplemental disclosure of cash flow information:
Cash paid for income taxes
$
3,923
$
6,512
ROU asset and liability adjustment
$
—
$
1,486
Operating and short-term lease payments recorded within cash flow provided by operating activities
$
489
$
817
See accompanying notes to financial statements.
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Table of Contents
IRADIMED CORPORATION
NOTES TO FINANCIAL STATEMENTS
1 — Organization and Significant Accounting Policies
Organization
IRADIMED CORPORATION (“IRadimed,” the “Company,” “we,” “our” or similar terms) was originally incorporated in Oklahoma under the name IRI Development, Inc. in 1992, and we merged our Oklahoma corporation into the newly formed Delaware corporation, IRADIMED CORPORATION, in April 2014. We develop, manufacture, market and distribute a Magnetic Resonance Imaging (“MRI”) compatible intravenous (“IV”) infusion pump system and MRI compatible patient vital signs monitoring systems and related accessories, disposables and services.
We are a leader in the development of innovative MRI compatible medical devices. We are the only known provider of non-magnetic IV infusion pump systems specifically designed to be safe for use during MRI procedures. We were the first to develop an infusion delivery system that largely eliminates many of the dangers and problems present during MRI procedures. Standard infusion pumps contain magnetic and electronic components which can create radio frequency interference and are dangerous to operate in the presence of the powerful magnet that drives an MRI system. Our patented MRidium MRI compatible IV infusion pump systems have been designed with a non-magnetic ultrasonic motor, uniquely designed non-ferrous parts and other special features to safely and predictably deliver anesthesia and other IV fluids during various MRI procedures. Our pump solution provides a seamless approach that enables accurate, safe and dependable fluid delivery before, during and after an MRI scan, which is important to critically ill patients who cannot be removed from their vital medications, and children and infants who must generally be sedated to remain immobile during an MRI scan.
Each IV infusion pump system consists of an MRidium MRI compatible IV infusion pump, non-magnetic mobile stand, proprietary disposable IV tubing sets and many of these systems contain additional optional upgrade accessories.
Our 3880 MRI compatible patient vital signs monitoring system has been designed with non-magnetic components and other special features to safely and accurately monitor a patient’s vital signs during various MRI procedures. The IRadimed 3880 system operates dependably in magnetic fields up to 30,000 gauss, which means it can operate virtually anywhere in the MRI scanner room. The IRadimed 3880 has a compact, lightweight design allowing it to travel with the patient from their critical care unit, to the MRI and back, resulting in increased patient safety through uninterrupted vital signs monitoring and decreasing the amount of time critically ill patients are away from critical care units. The features of the IRadimed 3880 include: wireless Electrocardiogram with dynamic gradient filtering; wireless blood oxygen saturation monitoring using Masimo® algorithms; non-magnetic respiratory carbon dioxide; invasive and non-invasive blood pressure; patient temperature, and optional advanced multi-gas anesthetic agent unit featuring continuous Minimum Alveolar Concentration measurements. The IRadimed 3880 MRI compatible patient vital signs monitoring system has an easy-to-use design and allows for the effective communication of patient vital signs information to clinicians.
Our principal executive offices are located in Orlando, Florida.
Basis of Presentation
Beginning with the current period, the Company changed the rounding of amounts presented in its financial statements to thousands, except per share amounts or where otherwise indicated. All prior-period amounts have been rounded to conform to the current presentation. This change represents a presentation change only and did not affect the Company’s financial position, results of operations, or cash flows.
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Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities in the financial statements and the reported amount of revenue and expenses during the reporting period. Such estimates include allowances for potentially uncollectible accounts receivable, valuation of inventory, long lived assets, intangible assets, stock-based compensation, deferred income taxes, reserves for warranty obligations, and the provision for income taxes. Actual results could differ from those estimates.
Revenue Recognition
We generate revenue from the sale of MRI compatible medical devices and accessories, extended maintenance agreements, services related to maintaining our products and the sale of disposable products used with our devices. The principal customers for our MRI compatible products include hospitals and acute care facilities, both in the U.S. and internationally. In the U.S. we sell our products through our direct sales force and outside of the U.S. we sell our products through third-party distributors who resell our products to end users.
For many domestic sales, we enter into agreements with integrated delivery health systems and healthcare supply contracting companies, commonly referred to as Group Purchasing Organizations (“GPOs”).
GPO agreements enable us to sell and distribute our products to their member hospitals. Our agreements with GPOs typically include negotiated pricing for all group members established at the time of GPO contract execution. Under these agreements, we are required to pay the GPOs a fee of three percent of the sales of our products to members of the GPO. We do not sell to GPOs. Hospitals, group practices and other acute care facilities that are members of a GPO, purchase products directly from us under the terms of our GPO agreements.
We recognize revenue when all of the following criteria are met: we have a contract with a customer that creates enforceable rights and obligations; promised products or services are identified; the transaction price, or the amount we expect to receive, is determinable and we have transferred control of the promised products or services to the customer. We consider transfer of control evidenced upon the passage of title and risks and rewards of ownership to the customer, which is typically at a point in time, except for our extended maintenance agreements. We allocate the transaction price using the relative standalone selling price method.
Customer sale prices for our medical devices and related disposables and services are contractually fixed over the contract term. We recognize a receivable at the point in time we have an unconditional right to payment. Payment terms are typically within 45 days after transferring control to U.S. customers. Most international distributors are required to pay a portion of the transaction price in advance and the remaining amount within 30 days of receiving the related products. Accordingly, we have elected to use the practical expedient that allows us to ignore the possible existence of a significant financing component within the contract.
We have elected to account for shipping and handling charges billed to customers as revenue and shipping and handling related expenses as cost of revenue.
In certain U.S. states we are required to collect sales taxes from our customers. We have elected to exclude the amounts collected for these taxes from revenue and record them as a liability until remitted to the taxing authority.
Contract Liabilities
We record contract liabilities, or deferred revenue, when we have an obligation to provide a product or service to the customer and payment is received in advance of our performance. When we sell a product or service with a future performance obligation, we defer revenue allocated to the unfulfilled performance obligation and recognize this revenue when, or as, the performance obligation is satisfied.
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Our deferred revenue consists of advance payments received from customers prior to the transfer of products or services, shipments that are in-transit at the end of a period and sales of extended maintenance agreements. Advance payments received from customers and shipments in-transit are recognized in revenue at the time control of the related products has been transferred to the customer or services have been delivered. Revenue related to extended maintenance agreements is deferred and recognized over the maintenance agreement period, which can range from one to four years , starting after the expiration of the initial one-year manufacturing warranty. This recognition pattern best depicts the transfer of services being provided.
Deferred revenue is classified as current or long-term deferred revenue in our Balance Sheets, depending on the expected timing of satisfying the related performance obligations.
Capitalized Contract Costs
We capitalize commissions paid to our sales managers related to contracts with customers when the associated revenue is expected to be earned over a period of time. Deferred commissions are primarily related to the sale of extended maintenance agreements. Capitalized commissions are included in Prepaid Expenses and Other Current Assets in our Balance Sheets when the associated expense is expected to be recognized in one year or less, or in Other Assets when the associated expense is expected to be recognized in greater than one year. The associated expense is included in Sales and Marketing expenses in our Statements of Operations.
Variable Consideration
Our sales are typically subject to 30 to 60 -day customer-specified acceptance provisions primarily for purposes of ensuring products were not damaged during the shipping process. Historically, we have experienced immaterial product returns and, when experienced, we typically exchange the affected products with new products. Accordingly, variable consideration from contracts with customers is immaterial to our financial statements.
Cash Equivalents
All highly liquid instruments purchased with an original maturity of three months or less are classified as cash equivalents. We consider money market fund holdings to be cash equivalents. Money market fund holdings comprise a significant portion of our cash and cash equivalents.
Accounts Receivable and Allowance for Credit Losses
Accounts receivable is recorded at the transaction price of the related products and services. We regularly assess the sufficiency of the allowance for estimated uncollectible accounts receivable. Estimates are based on historical collection experience and other customer-specific information, such as bankruptcy filings or known liquidity problems of our customers. When it is determined that an account receivable is uncollectible, it is written off and relieved from the allowance. Any future determination that the allowance for estimated uncollectible accounts receivable is not adequate could result in changes in operating expense and results of operations. As of December 31, 2025 and 2024, our allowance for credit losses was $ 191 thousand and $ 274 thousand, respectively.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. A three-level valuation hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels of inputs are:
● Level 1 — quoted prices (unadjusted) in active markets for an identical asset or liability.
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● Level 2 — quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability.
● Level 3 — unobservable and significant to the fair value measurement of the asset or liability.
Financial instruments include cash and cash equivalents, investments, accounts receivable, accounts payable and accrued expenses. Cash and cash equivalents are reported at their respective fair values on the balance sheet dates. The recorded carrying amount of accounts receivable, accounts payable and accrued expenses approximates their fair values due to their short-term nature.
Inventory
Inventory is stated at the lower of standard cost, which approximates actual cost, on a first-in, first-out basis, or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. We may be exposed to a number of factors that could result in portions of our inventory becoming either obsolete or in excess of anticipated usage. These factors include, but are not limited to, technological changes, competitive pressures in products and prices, and the introduction of new product lines. We regularly evaluate our ability to realize the value of inventory based on a combination of factors, including historical usage rates, forecasted sales, product life cycles, and market acceptance of new products. When inventory that is obsolete or in excess of anticipated usage is identified, it is written down to net realizable value or an inventory valuation allowance is established.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is computed using the straight-line method over estimated useful lives of the respective assets, which are generally three to five years for computer software and hardware and five to seven years for furniture, fixtures, machinery and equipment , fifteen years for land and building improvements, and thirty years for building. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the improvements.
Repair and maintenance costs that do not extend the useful life of our property and equipment are expensed as incurred.
Intangible Assets
Intangible assets include application and legal costs incurred to obtain patents. We capitalize these costs when we determine that probable future economic benefits exist. In making this determination, we consider the projected future operating results associated with the patents, industry and economic trends, and the entry of new products in the market. Costs incurred prior to this determination are expensed in the period they are incurred. We amortize capitalized patent costs using the straight-line method over their useful lives, which is typically 20 years . Periodic costs incurred to maintain existing patents are expensed as incurred.
Research & Development and Capitalized Software Development Costs
Research and development costs are expensed as incurred. Some of our products include embedded software which is essential to the products’ functionality. Costs incurred in the research and development of new software components and enhancements to existing software components are expensed as incurred until technological feasibility has been established. We capitalize software development costs when the product reaches technological feasibility and cease capitalization when the product is ready for commercial sale. Capitalized software development costs are included in intangible assets and are amortized on a straight-line basis over the estimated useful life of the product and included in cost of revenue. Amortization begins when the product is available for general sales to customers.
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Long-lived Assets
Long-lived assets, such as our property and equipment and including right-of-use assets, if any, are tested for impairment whenever changes in circumstances indicate the carrying value of these assets may be impaired. Impairment indicators include, but are not limited to, technological obsolescence, unfavorable court rulings, significant negative industry and economic trends, and significant underperformance relative to historical and projected future operating results. Impairment is considered to have occurred when the estimated undiscounted future cash flows related to the asset groups are less than its carrying value. Estimates of future cash flows involve consideration of many factors including the marketability of new products, product acceptance and lifecycle, competition, appropriate discount rates and operating margins. An impairment is recognized as the amount by which the carrying value is greater than the fair value of the asset or asset group.
Warranty
The Company provides for the estimated cost of product warranties at the time revenue is recognized. While we engage in product quality programs and processes, including actively monitoring and evaluating the quality of our suppliers, the estimated warranty obligation is affected by ongoing product failure rates, material usage costs and direct labor incurred in correcting a product failure. Actual product failure rates, material usage costs and the amount of labor required to repair products that differ from estimates result in revisions to the estimated liability. We warrant for a limited period of time that our products will be free from defects in materials and workmanship. We estimate warranty allowances based on historical warranty experience. The estimates we use in projecting future product warranty costs may prove to be incorrect. Any future determination that our provision for product warranty is understated could result in increases to our cost of revenue and a reduction in our operating profits and results of operations. Historically, warranty expenses have not been material to our financial statements.
Stock-Based Compensation
Historically, we have granted three types of employee equity awards, stock options, restricted stock units and performance-based restricted stock units (“PSUs”).
We recognize stock-based compensation expense associated with employee equity awards on a straight-line basis over the requisite service period for stock options and restricted stock units, which is generally four years for employees and two years for the Board. Expense related to our PSUs is recognized straight-line over the requisite performance period, which is three years .
The grant date fair value of our restricted stock units is based on the closing price of our common stock on the date of grant.
In December 2024, the Company granted PSUs to certain employees under the Company’s Long-Term Incentive Pan (“LTIP”), which was adopted under the Company’s Amended and Restated 2014 Equity Incentive Plan. Payouts of the PSUs will be based on the Company’s total stockholder return compared to an appropriate index of total stockholder return. For purposes of the LTIP, total stockholder return is calculated as the share price at the end of the performance period, which is three years , including the reinvestment of any dividends during the performance period, as compared to the share price at the beginning of the performance period. The payout range for participants will be between 0 percent and 200 percent, depending on the Company’s relative total return performance. There were no PSU’s granted in 2025.
The grant date fair value of our PSUs is based on a Monte Carlo simulation, the closing price of our common stock, and other pertinent factors on the grant date. Compensation expense for the PSUs is recognized on a straight-line basis over the requisite performance period, which is three years from the grant date.
We elect to recognize forfeitures as they occur.
We issue new shares of common stock upon vesting of restricted stock units and PSUs.
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Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is recorded to offset net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
We recognize the tax benefit of uncertain tax positions, if any, in the financial statements based on the technical merits of the position. When the tax position is deemed more likely than not of being sustained, we recognize the largest amount of tax benefit that is greater than 50 percent likely of being ultimately realized upon settlement.
Foreign Currency
Gains and losses from transactions denominated in currencies other than our functional currency are included in other income, net. Foreign currency gains and losses result primarily from fluctuations in the exchange rate between the U.S. Dollar and the Japanese Yen.
Basic and Diluted Net Income per Share
Basic net income per share is based on the weighted-average number of common shares outstanding during the period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The stock options, restricted stock units, and PSUs granted by us represent the only dilutive effect reflected in diluted weighted average shares outstanding.
The following table presents the computation of basic and diluted net income per share:
Year Ended December 31,
2025
2024
(in thousands, except per share data)
Net income
$
22,480
$
19,234
Weighted-average shares outstanding — Basic
12,722
12,670
Effect of dilutive securities:
Stock options
—
2
Restricted stock units
67
60
Performance-based restricted stock units
65
52
Weighted-average shares outstanding — Diluted
12,854
12,784
Basic net income per share
$
1.77
$
1.52
Diluted net income per share
$
1.75
$
1.50
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Stock options to purchase shares of our common stock and restricted stock units excluded from the calculation of diluted net income per share because the effect would have been anti-dilutive are as follows:
Year Ended
December 31,
2025
2024
Anti-dilutive restricted stock units
1,364
2,583
Certain Significant Risks and Uncertainties
We market our products to end users in the United States and to third-party distributors internationally. Sales to end users in the United States are generally made on open credit terms. Management maintains an allowance for potential credit losses.
We have deposited our cash and cash equivalents with various financial institutions. A substantial majority of our cash and cash equivalents balances exceed federally insured limits. We have not incurred any losses related to these balances.
Our medical devices require clearance from the Food and Drug Administration and international regulatory agencies prior to commercialized sales. Our future products may not receive required approvals. If we were denied such approvals, or if such approvals were revoked or delayed or if we were unable to timely renew certain approvals for existing products, it would have a materially adverse impact on our business, results of operations and financial condition.
Certain key components of our products essential to their functionality are sole-sourced. Any disruption in the availability of these components would have a materially adverse impact on our business, results of operations and financial condition.
Recent Accounting Pronouncements
Accounting Pronouncements Implemented in 2025
In December 2023, the FASB issued ASU 2023-09 , Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period. Prior period disclosures have not been adjusted to reflect the new disclosure requirements. See Note 9 Income
Taxes in the accompanying notes to the financial statements for further detail.
Recently Issued Accounting Pronouncements to be Implemented
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses ("ASU 2024-03") , and in January 2025, the FASB issued Accounting Standards Update No.2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact of the adoption of this standard on the related disclosures.
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In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326) . This update introduces a practical expedient to address challenges encountered when applying guidance in Topic 326. The updated guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods, and is applicable to the Company beginning with its annual report on Form 10-K for fiscal 2027. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2025-05 on its financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) . The FASB issued this update to improve the accounting for software costs under Subtopic 350-40. The updated guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, and is applicable to the Company beginning with its annual report on Form 10-K for fiscal 2029. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2025-06 on its financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11 and does not expect the standard to have a material impact on its financial statements, as the amendments primarily affect interim disclosures.
2 — Revenue
Disaggregation of Revenue
We disaggregate revenue from contracts with customers by geographic region and revenue type as we believe it best depicts the nature, amount, timing and uncertainty of our revenue and cash flow.
Revenue information by geographic region is as follows:
Year Ended
December 31,
2025
2024
(in thousands)
United States
$
70,558
$
60,607
International
13,256
12,635
Total revenue
$
83,814
$
73,242
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Revenue information by type is as follows:
Year Ended
December 31,
2025
2024
(in thousands)
Devices:
MRI Compatible Intravenous ("IV") Infusion Pump Systems
$
31,636
$
26,599
MRI Compatible Patient Vital Signs Monitoring Systems
26,427
24,412
Ferro Magnetic Detection Systems
1,916
910
Total devices revenue
59,979
51,920
Amortization of extended maintenance agreements
2,380
2,249
Disposables
17,564
15,017
Services and other
3,891
4,056
Total revenue
$
83,814
$
73,242
Contract Liabilities
Our contract liabilities consist of:
As of December 31,
2025
2024
(in thousands)
Advance payments from customers
$
486
$
88
Shipments in-transit
93
2
Extended maintenance agreements
6,270
5,163
Total
$
6,849
$
5,253
Changes in the contract liabilities during the period indicated are as follows:
Deferred
Revenue
(in thousands)
Contract liabilities, December 31, 2024
$
5,253
Increases due to cash received from customers
5,400
Decreases due to recognition of revenue
( 3,804 )
Contract liabilities, December 31, 2025
$
6,849
Capitalized Contract Costs
Our capitalized contract costs totaled $ 239 and $ 180 as of December 31, 2025 and 2024, respectively.
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3 — Inventory, net
Inventory consists of:
As of December 31,
2025
2024
(in thousands)
Raw materials
$
9,612
$
9,023
Work in process
831
568
Finished goods
1,732
1,319
Inventory before allowance for excess and obsolete
12,175
10,910
Allowance for excess and obsolete
( 555 )
( 508 )
Total
$
11,620
$
10,402
4 — Property and Equipment, net
Property and equipment consist of:
As of December 31,
2025
2024
(in thousands)
Land
$
8,105
$
6,254
Land improvements
1,409
-
Building
11,526
-
Computer software and hardware
2,187
1,585
Furniture and fixtures
2,078
1,843
Leasehold improvements
-
270
Machinery and equipment
3,600
2,645
Construction in-process
23
8,809
28,928
21,406
Accumulated depreciation
( 5,072 )
( 4,595 )
Total
$
23,856
$
16,811
During the third quarter of 2025, the Company completed the construction of our new facility in Orlando, Florida (“New Facility”). Upon receiving the certificate of occupancy, associated construction in-process balances were allocated to their respective property classifications and depreciation began to be recognized.
Depreciation expense of property and equipment was $ 796 and $ 586 for the year ended December 31, 2025 and 2024, respectively.
Property and equipment, net by geographic region is as follows:
As of December 31,
2025
2024
(in thousands)
United States
$
23,507
$
16,399
International
349
412
Total property and equipment, net
$
23,856
$
16,811
Long-lived assets held outside of the United States consist principally of tooling, which is a component of machinery and equipment, net.
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5 — Intangible Assets, net
The following table summarizes the components of intangible asset balances:
As of December 31,
2025
2024
(in thousands)
Patents — in use
$
443
$
322
Patents — fully amortized
70
70
Patents — in process
74
177
Internally developed software — in use
3,934
1,841
Internally developed software — in process
374
1,835
Trademarks
44
38
4,939
4,283
Accumulated amortization
( 1,555 )
( 1,184 )
Total
$
3,384
$
3,099
Amortization expense of intangible assets was $ 370 and $ 232 for the year ended December 31, 2025, and 2024, respectively.
Expected annual amortization expense for the next five years related to intangible assets is as follows (excludes in-process intangible assets):
(in thousands)
2026
$
440
2027
366
2028
364
2029
360
2030
342
Thereafter
1,512
Total
$
3,384
6 — Segment Reporting
The Company operates in one business segment that develops, manufactures, markets and distributes MRI compatible medical devices and related accessories, disposables and services relating to them. The determination of a single business segment is consistent with the financial information regularly provided to the Company’s appointed chief operating decision maker (“CODM”), who is President, Chief Executive Officer, and Chairman of the Board of Directors, Roger Susi. As the Company has only one operating segment and is managed on a basis, the measure of profit or loss is net income or loss. See the Statements of Operations.
7 — Stock-Based Compensation
In April 2014, our Board of Directors adopted and our stockholders approved the 2014 Equity Incentive Plan (“2014 Plan”). Upon adoption and approval of the 2014 Plan, the previous equity incentive plan was terminated and the remaining shares available for future awards were canceled. The 2014 Plan initially reserved 1,000,000 shares of our common stock for awards of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, RSUs, performance awards and other stock-based and cash awards. On June 12, 2020, the stockholders approved an amendment to the 2014 Plan, which reserved an additional 1,000,000 shares of our common stock for the various equity awards mentioned above. The 2014 Plan expired in April 2024 and the remaining shares available for granting future awards were cancelled.
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On June 15, 2023, our Board of Directors adopted, and our stockholders approved the 2023 Equity Incentive Plan (“2023 Plan”). The 2023 Plan reserves 1,500,000 shares of our common stock for awards of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, RSUs, performance awards and other stock-based awards. As of December 31, 2025, there were 1,298,630 shares available for future granting and vesting of awards under the 2023 Plan. The 2023 Plan will expire on June 15, 2033, when any remaining shares available for future awards will be cancelled.
Stock-based compensation was recognized as follows in the Statements of Operations:
Year Ended
December 31,
2025
2024
(in thousands)
Cost of revenue
$
288
$
244
General and administrative
1,720
1,534
Sales and marketing
631
528
Research and development
280
218
Total
$
2,919
$
2,524
Stock Options
The Company previously maintained the 2014 Plan, which provided for the grant of stock options and other equity-based awards to employees and directors.
As of December 31, 2025, all stock options previously granted under the 2014 Plan have either been exercised, forfeited, or have expired according to their original terms. During the years ended 2025 and 2024, there were no stock options granted, outstanding, or exercised.
All compensation expense related to previous awards was fully recognized in prior periods, and there was no share-based compensation expense recorded during the years ended 2025 and 2024. As of December 31, 2025, there are no unrecognized compensation costs related to share-based payment arrangements for stock options.
Restricted Stock Units
The following table presents a summary of our RSU activity as of and for the year ended December 31, 2025:
Restricted
Weighted-Average
Stock
Grant Date
Units
Fair Value
Unvested at December 31, 2024
134,580
$
41.61
Granted
17,876
$
89.76
Vested
( 63,105 )
$
37.75
Cancelled/Forfeited
( 6,559 )
$
46.52
Unvested at December 31, 2025
82,792
$
54.54
As of December 31, 2025, we had $ 3.9 million of unrecognized compensation cost related to the unvested RSUs, which is expected to be recognized over a weighted-average period of 2.55 years.
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Performance-Based Restricted Stock Units
The following table presents a summary of our PSU activity as of and for the year ended December 31, 2025:
Performance-Based
Weighted-Average
Restricted
Grant Date
Stock Units
Fair Value
Unvested at December 31, 2024
44,251
$
53.54
Granted
—
$
Vested
( 19,716 )
$
38.41
Cancelled/Forfeited
—
$
—
Unvested at December 31, 2025
24,535
$
65.34
During the year ended December 31, 2025, the Company awarded no PSUs. During the year ended December 31, 2024, the Company awarded 12,272 PSUs. The awards will vest three years from the award date based on the achievement of certain performance criteria approved by the Compensation Committee.
Based on the level of achievement of the performance criteria at the end of the three years for each of the PSUs awarded, the number of shares earned can range from zero to 200 percent of the remaining shares outstanding; therefore, the maximum number of shares that can be issued under these awards is twice the original remaining outstanding awards of 24,535 PSUs, or 49,070 shares. Currently, for accounting purposes, we assume the full 49,070 are probable.
For the year ended December 31, 2025, the Company recognized $ 0 in stock compensation expense related to PSUs granted in 2025 compared to $ 0.02 million in stock compensation expense for the same period recognized in 2024 related to the 12,272 PSUs granted in December 2024.
For the year ended December 31, 2024, the grant date fair value of the PSUs was $ 71.41 per unit, which was calculated using a Monte-Carlo simulation model with an expected term of three years and a risk-free interest rate of 4.13 %. The Monte-Carlo simulation incorporated the volatility and dividend yield for the Company and the Nasdaq US Small Cap Medical Equipment Index. Index volatility was 31.0 % and dividend yield was 1.0 %. The volatility and dividend yield used for the Company was 46.8 % and 1.0 %, respectively.
As of December 31, 2025, we had $ 0.79 million of unrecognized compensation cost related to the unvested PSUs, which is expected to be recognized over a weighted-average period of 1.66 years.
8 — Other Income, Net
Other income, net consists of:
Year Ended December 31,
2025
2024
(in thousands)
Interest income
$
2,009
$
2,193
Foreign currency exchange gains (losses)
2
( 43 )
Disposal of assets gains (losses)
203
( 4 )
Other income, net
—
164
Total other income, net
$
2,214
$
2,310
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9 — Income Taxes
Income before provision for income taxes was as follows:
Year Ended December 31,
2025
2024
(in thousands)
Domestic
$
28,361
$
24,238
Foreign
—
37
Total pre-tax book income:
$
28,361
$
24,275
The components of the provision for income taxes are as follows:
Year Ended December 31,
2025
2024
(in thousands)
Current taxes:
U.S. federal
$
2,136
$
4,496
State
1,018
1,238
Foreign
—
5
Total current tax expense
3,154
5,739
Deferred taxes:
U.S. federal
2,534
( 596 )
State
193
( 102 )
Total deferred tax expense
2,727
( 698 )
Provision for income tax expense
$
5,881
$
5,041
A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S. federal income tax rate to income before income taxes after adoption of ASU 2023-09 is as follows:
Year Ended December 31,
2025
(in thousands)
Percent
Income taxes at the U.S. federal statutory tax rate
$
5,956
21.0 %
State and local income taxes, net of federal income tax benefit (1)
997
3.5 %
Effects of cross border tax laws
( 140 )
( 0.5 )%
Tax credits
R&D credits
( 373 )
( 1.3 )%
Tax credits - other
( 7 )
0.0 %
Nontaxable or nondeductible items
Stock compensation expense and tax windfalls upon exercises and vesting
( 367 )
( 1.3 )%
Nontaxable or nondeductible items - other
102
0.4 %
Other adjustments, net
( 287 )
( 1.1 )%
Effective tax rate:
5,881
20.7 %
(1) State income tax is primarily driven by Florida and California
F-21
Table of Contents
A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S. federal income tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:
Year Ended December 31,
2024
2023
Statutory U.S. federal tax rate
21.0
%
21.0
%
Stock compensation expense and tax windfalls upon exercises and vesting
( 1.0 )
( 0.9 )
State taxes, net of federal benefit
3.5
4.8
Permanent items
0.3
0.4
Provision to return adjustments, net
( 0.4 )
( 1.7 )
Foreign derived intangible income
( 1.2 )
( 1.8 )
Research and development credits
( 1.5 )
( 1.2 )
Other, net
—
0.3
Effective tax rate
20.7
%
20.9
%
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the deferred tax assets and liabilities were as follows:
As of December 31,
2025
2024
(in thousands)
Deferred income tax assets (liabilities):
Stock compensation
$
198
$
406
Deferred revenue
982
643
Reserves and allowances
447
440
Depreciation and amortization
( 954 )
( 391 )
Capitalized research and development
( 619 )
1,721
Other, net
40
1
Total deferred income taxes, net
$
94
$
2,820
The Company files income tax returns with the U.S. federal government, and various state and local jurisdictions that are subject to potential examination by the respective taxing authorities. The Company is subject to income tax examinations for U.S. Federal taxes for 2022 and subsequent years. Various U.S. state income taxes for 2021 and subsequent years remain open by statute.
A valuation allowance for deferred tax assets is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Management has evaluated the need for a valuation allowance for deferred tax assets, considering the reversal of temporary differences, and believes it is more likely than not that the Company will realize the recorded net deferred income tax assets as of December 31, 2025 and, therefore, there is no recorded valuation allowance.
On July 4, 2025, the United States enacted The One Big Beautiful Bill Act (the “Bill”), which includes provisions that are expected to reduce our cash income tax payments over the next several years, with variability across periods, primarily due to additional depreciation deductions and the reinstatement of the immediate deduction of domestic research and development expenses. The Bill has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027. The Bill did not have a material impact on our effective income tax rate for the year ended December 31, 2025.
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Table of Contents
The amounts of cash income taxes paid by the Company were as follows:
Year Ended
December 31,
2025
(in thousands)
Federal
$
2,855
State and Local
California
399
Florida
356
Other jurisdictions
311
Foreign
2
Income taxes, net of amounts refunded
$
3,923
The amount of cash income taxes paid by the Company during the year ended December 31, 2024
was $ 6.5 million.
10 — Leases
Until the third quarter of 2025, we had outstanding operating lease contracts for our plant and office space and various office equipment, the latter of which were immaterial. As of December 31, 2025, we have no material lease contracts outstanding.
In January 2014, we entered into a non-cancelable operating lease, commencing on July 1, 2014, for our manufacturing and headquarters facility in Winter Springs, Florida owned by Susi, LLC, an entity controlled by our President, Chief Executive Officer, and Chairman of the Board, Roger Susi. On May 31, 2019, the expiration date of the initial lease term, and pursuant to the terms of the lease contract, we renewed the lease for an additional five years , which was set to expire on May 31, 2024.
On May 29, 2024, the Company entered into a lease amendment (the “Lease Amendment”) with Susi, LLC, under which the Company did not exercise the second five-year option because of the continued construction of the Company’s New Facility. Pursuant to the terms, the Lease Amendment has an expiration date of May 31, 2025, and includes an option to renew on a month-to-month basis for up to six months thereafter, which we exercised. During the third quarter of 2025, the Company completed its move to our New Facility and terminated the month-to-month lease with Susi, LLC under the Lease Amendment. This Lease Amendment does not contain any residual value guarantee or material restrictive covenants
Operating lease cost recognized in the Statements of Operations is as follows:
Year Ended
December 31,
2025
2024
(in thousands)
Cost of revenue
$
158
$
236
General and administrative
298
531
Sales and marketing
9
13
Research and development
24
37
Total
$
489
$
817
Lease costs for short-term leases, such as printers and copiers, were immaterial for the years ended December 31, 2025 and 2024.
F-23
Table of Contents
11 — Employee Benefit Plan
We sponsor a 401(k) tax-deferred savings plan under which eligible employees may elect to have a portion of their salary deferred and contributed to the plan. Employer matching contributions are determined by management and are discretionary. Employer matching contributions were $ 664 and $ 584 for the year ended December 31, 2025, and 2024, respectively. Employer contributions vest immediately.
12 — Commitments and Contingencies
Purchase commitments. We had various purchase orders for goods or services totaling approximately $ 9,827 and $ 7,524 as of December 31, 2025 and 2024, respectively. No significant amounts related to these purchase orders have been recognized in our balance sheet.
Indemnifications. Under our amended and restated bylaws, we have agreed to indemnify our officers and directors for certain events or occurrences arising as a result of the officer or director serving in such capacity. We have a director and officer liability insurance policy that limits our exposure under these indemnifications and enables us to recover a portion of any future loss arising out of them.
In addition, in the normal course of business, we enter into contracts that contain indemnification clauses whereby the Company indemnifies our customers against damages associated with product failures. We have determined that these agreements fall within the scope of ASC 460, Guarantees . We have obtained liability insurance providing coverage that limits our exposure for these indemnified matters. We have not incurred costs to defend lawsuits or settle claims related to these indemnities. We believe the estimated fair value of these indemnities is immaterial and have not recorded a liability for these agreements as of December 31, 2025.
Legal matters. We may from time to time become a party to various legal proceedings or claims that arise in the ordinary course of business.
13 — Capital Stock
The rights and privileges of our Series A Preferred Stock and Common Stock are as follows:
Series A Preferred Stock
We are authorized to issue 3,500 shares of preferred stock, of which 800 of these shares shall be designated as Series A Preferred Stock (“Preferred Stock”) with a par value of $ 0.0001 per share. As of December 31, 2025, there was no preferred stock issued or outstanding.
Voting and Dividends. The holder of each share of Preferred Stock has the right to one vote for each share of Common Stock into which such Preferred Stock could then be converted. The holders of the Preferred Stock are entitled to receive dividends from legally available assets prior to any declaration or payment of dividends to the holders of Common Stock. Dividends on each share of Preferred Stock are initially at $ 0.06429 per year payable when and as declared by the Board and are non-cumulative. After payment of such dividends, any additional dividends or distributions are distributed among all holders of Common Stock and Preferred Stock in proportion to the number of shares of Common Stock that would be held by each holder if all shares of Preferred Stock were converted to Common Stock at the then effective conversion rate. To date, no dividends have been declared.
Liquidation. In the event of any liquidation, dissolution or winding up of our Company, either voluntary or involuntary, the holders of the Preferred Stock are entitled to receive, prior and in preference to any distribution of the proceeds resulting from such liquidation event to holders of the Common Stock, an amount equal to $ 1.07143 plus declared but unpaid dividends. If, upon occurrence of such liquidation event, the proceeds are insufficient to permit the payment of the aforementioned amount in full, then the entire proceeds shall be distributed ratably among all holders of the Preferred Stock in proportion to the full amount each holder would otherwise receive.
F-24
Table of Contents
Conversion. Each share of Preferred Stock is convertible at any time, at the option of the holder, into such number of fully paid non-assessable shares of Common Stock as is determined by dividing the original issue price of each share of Preferred Stock by the applicable conversion price. The initial conversion price per share is $ 1.07143 . Adjustments to the initial conversion price may result from a recapitalization event or changes in the number of common shares outstanding. Each share of Preferred Stock automatically converts into shares of fully paid non-assessable shares of Common Stock, at the then applicable conversion rate, upon the date specified by written consent or agreement of the holders of a majority of the then outstanding shares of Preferred Stock, voting as a single class on an as-converted basis.
Redemption. Upon a majority vote of the then outstanding shares of Preferred Stock, we may, at our discretion, redeem or purchase shares of Preferred Stock. We also have a first right of refusal to repurchase shares of the Preferred Stock arising from a holder’s proposal to sell such Preferred Stock.
Common Stock
We are authorized to issue 31,500,000 shares of Common Stock with a par value of $ 0.0001 per share.
Voting and Dividends. Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Company for their vote except for matters related to potential amendments to our Certificate of Incorporation or matters that solely relate to the terms of one or more outstanding series of our Preferred Stock. Holders of our Common Stock are entitled to receive, when, as and if declared by the Board, dividends pro rata based on the number of shares of Common Stock held. These dividend rights are junior to those of the holders of Preferred Stock.
Liquidation. Liquidation preference to the holders of Common Stock is junior to that of the holders of Preferred Stock.
Redemption. The Common Stock is not redeemable.
14 — Subsequent Events
In February 2026 , our Board of Directors declared a regular quarterly cash dividend of $ 0.20 per share of our outstanding common stock, payable on March 6, 2026 , to stockholders of record as of the close of business on February 23, 2026 . Total payment for this cash dividend was $ 2.6 million.
On January 26, 2026, the Company’s Chief Executive Officer completed all transactions under his previously disclosed Rule 10b5-1 trading plan, and the plan terminated in accordance with its terms.
On March 3, 2026, the Company granted an aggregate of 15,406 restricted stock units RSUs to certain members of management under the Company’s 2023 Equity Incentive Plan. The RSUs vest over a three-year service period and have a grant-date fair value of approximately $ 1.6 million based on the closing price of the Company’s common stock on the grant date.
F-25
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.