McClain v. Iradimed Corp.

111 F. Supp. 3d 1293, 2015 U.S. Dist. LEXIS 79406, 2015 WL 3649461
CourtDistrict Court, S.D. Florida
DecidedMay 26, 2015
DocketCase No. 14-cv-23337-KMM
StatusPublished
Cited by4 cases

This text of 111 F. Supp. 3d 1293 (McClain v. Iradimed Corp.) is published on Counsel Stack Legal Research, covering District Court, S.D. Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
McClain v. Iradimed Corp., 111 F. Supp. 3d 1293, 2015 U.S. Dist. LEXIS 79406, 2015 WL 3649461 (S.D. Fla. 2015).

Opinion

ORDER ON MOTIONS TO DISMISS

K. MICHAEL MOORE, Chief Judge.

THIS CAUSE came before the Court upon Defendant Iradimed Corporation’s [1297]*1297Motion to Dismiss (ECF No. 26) and Defendant Francis X. Casey’s and Defendant Roger Susi’s Motion to Dismiss (ECF No. 27). Plaintiffs filed a Response (ECF No. 34), and Defendants filed Replies (ECF Nos. 35, 36). The Motions are now ripe for review. UPON CONSIDERATION of the Motions, the Response, the Replies, pertinent portions of the record, and being otherwise fully advised in the premises, the Court now enters the following Order.

I. BACKGROUND

This is a federal securities class action brought by Lead Plaintiff Charles E. McClain, individually and on behalf of all others similarly situated, alleging violations of federal securities laws and pursuing remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5. Am. Compl. at ¶ 1 (ECF No. 15). Plaintiffs allege that Defendants made misleading statements in the time leading up to and following Defendant Iradimed Corporation’s (“Iradimed”) initial public offering (“IPO”), which resulted in damages to Plaintiffs. Id. Defendant Roger Susi (“Susi”) was Iradimed’s CEO, President, and Director at all relevant times. Defendant Francis X. Casey (“Casey”) was Iradimed’s Vice-President of Quality Assurance and Regulatory Affairs at all relevant times. Id. at ¶ 28.

Defendant Iradimed develops, manufactures, markets, and distributes magnetic resonance imaging (MRI)-compatible products in the United States and internationally. Id. at ¶2. Plaintiffs allege that in late 2013, Iradimed was presented with a “onee-in-a-lifetime opportunity” when its main competitor announced it was completely withdrawing from the MRI-compatible pump business. Id. at ¶7. As a result, Iradimed began planning its IPO. Id.

One of Iradimed’s main products is its 3860+ infusion pump, which is designed for patients who need to receive necessary intravenous medications while undergoing MRI scans. Id. at ¶45. In June 2013, however, Iradimed learned that a part of its 3860+ pump could potentially provide an incorrect recommended value for the flow rate. Id. at ¶ 51. Iradimed determined that the issue could lead to serious adverse health consequences, or even death, and initiated a recall on July 1, 2013. Id. To address the issue, Iradimed made significant changes to the 3860 + pump’s software. Id. at ¶ 52. Iradimed did not notify the Federal Drug Administration (the “FDA”) of the change and/or obtain premarket clearance at this time.1 Id.

Between April 7 and 16, 2014, the FDA conducted inspections of Iradimed’s offices to follow up on the product recall. Id. at [1298]*1298¶ 11. Susi personally attended the last two days of the inspection. Id. at ¶ 55. At the end of the inspection, the FDA inspector, Richard K. Vogel, issued a Form 483 which noted eight categories of deficiencies.2 Id. at ¶ 58. The eight observations listed in the Form 483 were as follows: (1) procedures for design validation have not been adequately established; (2) procedures for training and identifying training needs have not been adequately established; (3) procedures for corrective and preventive action have not been adequately established; (4) design input requirements were not adequately documented; (5) results of the design risk analysis were not adequately documented; (6) procedures for design review have not been adequately established; (7) procedures for design change have not been adequately established; and (8) records of complaint investigations do not include required information.' Id. at Ex. 1. Plaintiffs maintain that the deficiencies found in the inspection established that Iradimed’s pumps were adulterated.3 Id. at ¶ 59. However, the Form 483 does not explicitly state that Iradimed’s 3860+ pumps were adulterated, nor did it instruct Iradimed to stop selling the pumps. See Form 483 (ECF No. 15, Ex. 1); Def.’s Mot. to Dismiss at 2.

On June 18, 2014, Iradimed filed a Registration Statement on Form S-l (the “Registration Statement”) with the SEC in connection with its planned IPO. Id. at ¶ 63. Iradimed published amended versions of the Registration Statement on July 9 and 11, 2014, all of which were made, available to the public.4 Id. The Registration Statement provided:

We and our suppliers and customers are required to maintain compliance with FDA regulations applicable to medical devices and infusion pumps, and it could be costly to comply with these regulations and to develop compliant products and processes. Failure to comply with these regulations could subject us to sanctions and could adversely affect our business. Even if we are able to obtain approval for introducing new products to the market, we and our suppliers may not be able to remain in compliance with applicable FDA and other material regulatory requirements once clearance or approval has been obtained for a product. These requirements include, among other things, regulations regarding manufacturing practices, product labeling, off-label marketing, advertising and post-marketing reporting, adverse event reports and field alerts. Compliance with these FDA requirements is subject to continual review and is monitored through periodic inspections by the FDA. For example the FDA conducted routine inspections of our facility in Winter Park, Florida in June 2010 and more recently between April 7 and April 16, 2014. The FDA issued a Form 483 on April 16, 2014 that identified eight observations. The [1299]*1299majority of the observations related to procedural and documentation issues associated with the design, development, validation testing and documentation of software used in certain of our products. Other observations were related to the design validation of pump labeling, design analysis of tube stretching (which was an issue in the August 2012 voluntary recall that has been closed by the FDA), procedures for post-market design review, and control and procedures related to handling certain reported complaints. We submitted a response to the Form 483 in which we described our proposed corrective and preventative actions (“CAPA”) to address each of the FDA’s observations.

Id. at ¶ 64 (emphasis added).

Further, the Underwriting Agreement, which was filed with the SEC and was incorporated by reference into the Registration Statement, provided:

There is not pending or, to the knowledge of [Iradimed], threatened, any action, suit or proceeding to which [Iradimed] or any of its subsidiaries is a party or of which any property or assets of [Iradimed] or its subsidiaries is the subject before or by any court or governmental agency, authority or body, or any arbitrator or mediator, which, if resolved adversely to [Iradimed] is reasonably likely to result in a Material Adverse Effect.

Id. at ¶ 68. The SEC declared the Registration Statement filed on July 11, effective on July 15, 2014. Iradimed then sold 2,318,400 shares of its common stock at $6.25 per share, generating net proceeds of about $12.4 million. Id. at ¶ 72.

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111 F. Supp. 3d 1293, 2015 U.S. Dist. LEXIS 79406, 2015 WL 3649461, Counsel Stack Legal Research, https://law.counselstack.com/opinion/mcclain-v-iradimed-corp-flsd-2015.