UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2018 (May 17, 2018)

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:

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

Emerging growth company ☐

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

On May 17, 2018, Maria Sainz notified MRI Interventions, Inc. (the “Company”) of her decision not to stand for reelection to the Company’s Board of Directors (the “Board”) at the Company’s 2018 Annual Meeting of stockholders to be held on June 7, 2018 (the “2018 Annual Meeting”) and tendered her resignation from the Board, effective immediately. Ms. Sainz serves as the Chairman of the Corporate Governance and Nominating Committee and a member of the Compensation Committee of the Board. The Board’s Corporate Governance and Nominating Committee has replaced her on those committees with Pascal E.R. Girin. R. John Fletcher will now serve as the Chairman of the Corporate Governance and Nominating Committee. Due to time commitments associated with Ms. Sainz’s new role as Chief Executive Officer of Aegea Medical Inc., effective as of May 1, 2018, Ms. Sainz elected to voluntarily step down from the Board. Accordingly, Ms. Sainz’s resignation was not the result of any disagreement with management, the Company or its operations, policies or practices.

In recognition of the contributions made by Ms. Sainz as a director of the Company, the Board’s Compensation Committee extended has approved the extension of the option exercise period of all stock options previously granted to Ms. Sainz such that the option exercise period is coterminous with the term of the option award.

As a result of Ms. Sainz’s resignation, the Board has reduced the size of the Board from seven members to six members, effective immediately. The Board believes that the qualifications of the remaining Board members are relevant and appropriate, individually and in the aggregate, in continuing to provide oversight of the Company’s strategic direction and operations.

SIGNATURES

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