UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: April 4, 2016

(Date of earliest event reported)

MRI INTERVENTIONS, INC.

(Exact name of registrant as specified in its charter)

5 Musick

Irvine, CA 92618

(Address of principal executive offices, zip code)

(949) 900-6833

(Registrant’s telephone number, including area code)

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

Item 1.01.      Entry into a Material Definitive Agreement.

On April 4, 2016, MRI Interventions, Inc. (the “Company”) completed the note restructuring transaction with Brainlab AG (“Brainlab”), which was previously disclosed on Form 8-K filed with the SEC on March 22, 2016. At the closing of the note restructuring transaction and pursuant to the securities purchase agreement, dated as of March 22, 2016, by and between the Company and Brainlab (the “Purchase Agreement”), the Company: (i) paid to Brainlab all accrued and unpaid interest in the amount of $739,323.46 on the unregistered, amended and restated secured note issued to Brainlab in March 2013 (the “Old Note”); (ii) issued Brainlab an unregistered, amended and restated secured note (the “New Note”), which has the same terms and conditions as the Old Note, except that: (a) the principal amount of the New Note was reduced to $2,000,000; (b) interest on the New Note shall be paid quarterly in arrears; and (c) the maturity date was extended to December 31, 2018; (iii) entered into a patent and technology license agreement with Brainlab, in consideration for the cancellation of $1,000,000.00 of the principal amount of the Old Note, for the development of software relating to the Company’s SmartFrame® device; (iv) issued to Brainlab, in consideration for the cancellation of $1,289,444.44 of the principal amount of the Old Note, 3,972,410 units, each unit consisting of: (a) one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”); (b) warrants to purchase 0.40 shares of Common Stock (the “Series A Warrants”); and (c) warrants to purchase 0.30 shares of Common Stock (the “Series B Warrants”) (the “Units” and the issuance of the Units, the “Unit Transaction”); and (v) entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Brainlab, pursuant to which the Company agreed to file a registration statement with the SEC covering the resale of the shares of common stock issued to Brainlab under the Purchase Agreement, as well as the shares of common stock that are issuable upon exercise of the Series A Warrants and Series B Warrants.

The foregoing description of the terms and conditions of the Purchase Agreement, Registration Rights Agreement, License Agreement, Series A Warrants, Series B Warrants and New Note is only a summary and is qualified in its entirety by the full text of the Purchase Agreement, Registration Rights Agreement, License Agreement, Series A Warrants, Series B Warrants and New Note, the forms of which were previously filed as Exhibits 10.1, 10.2, 10.3, 4.1, 4.2 and 4.3, respectively, to the Company’s Current Report on Form 8-K filed with the SEC on March 22, 2016.

Item 2.03.      Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K above is incorporated herein by reference.

Item 3.02.      Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K above is incorporated herein by reference.

The Units were issued to Brainlab in reliance upon exemptions from registration afforded by Section 4(a)(2) and Regulation S promulgated under the Securities Act of 1933, as amended. The Purchase Agreement contains representations to support the Company’s reasonable belief that Brainlab had access to information concerning the Company’s operations and financial condition, Brainlab did not acquire the securities with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that Brainlab is a “Non-U.S. Person,” as that term is defined under the Securities Act of 1933, as amended. The Company relied upon the representations made by Brainlab in the Purchase Agreement in determining that such exemptions were available.

Item 9.01.      Financial Statements and Exhibits.

See Exhibit Index immediately following signature page.

SIGNATURE

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

Date: April 4, 2016