UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 10-Q/A



(Mark One)



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



For the quarterly period ended March 31, 2014



or



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



For the transition period from ___________ to ____________



Commission file number: 000-54575



MRI Interventions, Inc.

(Exact Name of Registrant as Specified in Its Charter)



|Delaware                                             | 58-2394628            
|---------------------------------------------------- | ----------------------
|(State or Other Jurisdiction                         | (IRS Employer         
|of Incorporation or Organization)                    | Identification Number)
|                                                     |                       
|One Commerce Square, Suite 2550                      |                       
|Memphis, Tennessee                                   | 38103                 
|(Address of Principal Executive Offices)             | (Zip Code)            
|                                                     |                       
|                                                     |                       
|(901) 522-9300                                      
|(Registrant's Telephone Number, Including Area Code)
|                                                     |                       



Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒Yes ☐ No



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)

☒Yes ☐ No








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



|Large accelerated filer ☐ | Accelerated filer ☐        
|------------------------- | ---------------------------
|Non-accelerated filer ☐   | Smaller Reporting Company ☒

(Do not check if smaller reporting company)



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



As of May 12, 2014, there were 58,919,539 shares of common stock outstanding.








Explanatory Note



This Amendment No. 1to Form 10-Q (this “Amendment Filing”) amends the Quarterly Report on Form 10-Q of MRI Interventions, Inc. (the “Company”) for the fiscal quarter ended March 31, 2014, which was originally filed on May 13, 2014 (the “Original Filing”). The Company is filing this Amendment Filing solely for the purpose of re-filing Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 thereto in response to comments received from the Staff of the Securities and Exchange Commission in connection with a confidential treatment request with respect to the Development Agreement between the Company and Siemens Medical Solutions USA, Inc., the Asset Purchase Agreement dated March 19, 2014 between the Company and Boston Scientific Neuromodulation Corporation, the Exclusive License Agreement dated March 19, 2014 between the Company and Boston Scientific Neuromodulation Corporation, the Omnibus Amendment No. 1 to Technology License Agreement and Development Agreement dated March 19, 2014 between the Company and Cardiac Pacemakers, Inc., and the Omnibus Amendment No. 4 to Technology License Agreement and System and Lead Development and Transfer Agreement dated March 19, 2014 between the Company and Boston Scientific Neuromodulation Corporation.



This Amendment Filing does not modify or update any part of or information set forth in the Original Filing other than Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5.








PART II – OTHER INFORMATION



|ITEM 6. | EXHIBITS.
|------- | ---------





|10.1† | Development Agreement between MRI Interventions, Inc. and Siemens Medical Solutions USA, Inc.                                                                                                                        
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                      
|10.2† | Asset Purchase Agreement dated March 19, 2014 between MRI Interventions, Inc. and Boston Scientific Neuromodulation Corporation                                                                                      
|      |                                                                                                                                                                                                                      
|10.3† | Exclusive License Agreement dated March 19, 2014 between MRI Interventions, Inc. and Boston Scientific Neuromodulation Corporation                                                                                   
|      |                                                                                                                                                                                                                      
|10.4† | Omnibus Amendment No. 1 to Technology License Agreement and Development Agreement dated March 19, 2014 between MRI Interventions, Inc. and Cardiac Pacemakers, Inc.                                                  
|      |                                                                                                                                                                                                                      
|10.5† | Omnibus Amendment No. 4 to Technology License Agreement and System and Lead Development and Transfer Agreement dated March 19, 2014 between MRI Interventions, Inc. and Boston Scientific Neuromodulation Corporation
|      |                                                                                                                                                                                                                      
|31.1  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934                                                                                                        
|      |                                                                                                                                                                                                                      
|31.2  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934                                                                                                        





|† | Portions of this exhibit have been omitted pursuant to a request for confidential treatment and are marked accordingly. The confidential portions have been filed separately with the Securities and Exchange Commission.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------








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 thereunto duly authorized.



Date: August 29, 2014



| | MRI INTERVENTIONS, INC.
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