Stereotaxis, Inc. Files 8-K: Material Agreement & Shareholder Votes

TL;DR

STKS filed an 8-K on May 11th covering a material agreement, equity sales, and shareholder votes.

AI Summary

On May 11, 2024, Stereotaxis, Inc. entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and matters submitted to a vote of security holders. The filing was made on May 16, 2024.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and shareholder votes, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — The filing involves material agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• Stereotaxis, Inc. (company) — Registrant
• May 11, 2024 (date) — Date of earliest event reported
• May 16, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of Incorporation
• 710 North Tucker Boulevard, Suite 110, St. Louis, Missouri 63101 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share STXS NYSE American LLC
• $1.0 million — to pay Stereotaxis a termination fee of $1.0 million in certain circumstances around a breac

Filing Documents

• form8-k.htm (8-K) — 58KB
• 0001493152-24-020281.txt ( ) — 233KB
• stxs-20240511.xsd (EX-101.SCH) — 3KB
• stxs-20240511_lab.xml (EX-101.LAB) — 33KB
• stxs-20240511_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement As previously announced, on May 11, 2024, Stereotaxis, Inc. ("Stereotaxis" or the "Company") entered into a Share Purchase Agreement with APT Holding Company, Inc., a Minnesota corporation (the "Seller"), to acquire (the "Acquisition") all of the equity interests of Access Point Technologies EP, Inc., a Minnesota corporation ("APT"). APT is a privately held company that designs, manufactures, and commercializes a portfolio of differentiated high-quality diagnostic catheters used during cardiac ablation procedures that are commercially available across key global geographies. The parties currently expect the Acquisition, which is subject to customary closing conditions (summarized below), to close in the third quarter of 2024. Pursuant to the Share Purchase Agreement, Stereotaxis agreed to pay to Seller upfront consideration of Stereotaxis common stock subject to closing conditions and a negative net working capital adjustment, as well as additional stock consideration pursuant to earnout provisions in the Share Purchase Agreement. The Share Purchase Agreement specifies earnout performance targets during an earnout period ending at the end of the calendar quarter following the fifth anniversary of the Acquisition closing date. The performance targets are based on achievement of certain global and US revenue targets for APT Products as well as US and EU regulatory approvals of certain robotically-navigated catheters that APT will develop. Stereotaxis is required to file a resale registration statement relating to the stock consideration and anticipates it will cover approximately 6.1 million shares of common stock for the estimated shares to be delivered as upfront consideration (estimated at approximately 25% of the estimated total shares in the resale registration statement) and for potential milestone achievements (estimated at approximately 75% of the estimated total shares in the resale registration stateme

02. Unregistered Sales of Equity

Item 3.02. Unregistered Sales of Equity Securities The information set forth above in the first two paragraphs of Item 1.01 of this Report is incorporated by reference herein. The issuance of shares of Stereotaxis common stock in connection with the Acquisition will be made in accordance with the terms and subject to the conditions set forth in the Share Purchase Agreement and in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act of 1933, as amended, and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder. The issuance and sale is not being conducted in connection with a public offering, and no public solicitation or advertisement will be made or relied upon in connection with the issuance of the shares.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders On May 15, 2024, the Company held its Annual Meeting of Shareholders. A total of 82,128,762 shares of common stock were outstanding and entitled to vote, and the holders of Series A Convertible Preferred Stock were entitled to an aggregate of 22,094,988 votes on an as-converted basis. At the Annual Meeting, 69,715,380 shares were represented, constituting a 67% quorum. Shareholders were asked to consider and act upon the following: (1) The election of one director as a Class II director to serve until the Company's 2027 Annual Meeting; (2) A proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2024; (3) A proposal to approve an amendment to the Stereotaxis, Inc. 2022 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 4,000,000 shares; and (4) A proposal to approve an amendment to the 2022 Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance thereunder by 250,000 shares. Proposal 1, the election of one director, was determined by a plurality of votes cast. The Board's nominee for director was elected to serve until the Company's 2027 annual meeting, consistent with the proposal, or until his successor is elected and qualified, by the votes set forth in the table below. Proposals 2, 3 and 4 each were determined by the vote of a majority of the outstanding shares entitled to vote and present in person or represented by proxy at the meeting, and each proposal passed by the votes set forth in the applicable table below. (1) Election of Directors: Name of Nominee Votes For Votes Withheld Broker Non-Votes David L. Fischel 46,438,916 769,750 22,506,714 (2) Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year

SIGNATURES

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. STEREOTAXIS, INC. Date: May 16, 2024 By: /s/ Laura Spencer Garth Name: Laura Spencer Garth Title: Secretary

View Full Filing

View this 8-K filing on SEC EDGAR