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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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
11, 2024
STEREOTAXIS,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
001-36159 |
|
94-3120386 |
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
710
North Tucker Boulevard, Suite
110, St.
Louis, Missouri |
|
63101 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
(314)
678-6100
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
Securities
registered pursuant to Section 12(b) of the Act: ☐
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
STXS |
|
NYSE
American LLC |
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 statement) over the earnout period. The exact number of shares to be issued under the Share Purchase Agreement will
be calculated based on the average of the closing per share price of Stereotaxis common stock for each of the five trading days ending
on the second business day prior to the Acquisition closing date, and in the case of the revenue performance and regulatory milestones,
the extent to which milestones are achieved. Such contingent stock consideration, if earned, would be valued based on the value of Stereotaxis
common stock at the time(s) such commercial or regulatory milestones are achieved. The vesting of the right to receive the contingent
consideration would be accelerated in the event of a change of control of Stereotaxis, based on a probability-weighted average estimate
of the potential to achieve any remaining milestones, discounted to its net present value taking into account expected time when earnouts
related to the milestones would become payable through September 30, 2029.
The consummation of the Acquisition
is subject to certain customary closing conditions, including: (i) the approval of the Share Purchase Agreement by APT’s shareholders;
(ii) the absence of any law or judgment, order or decree enjoining, prohibiting or making illegal the consummation of the Acquisition;
(iii) the absence of a material adverse effect on APT; (iv) the representations and warranties of Seller, APT, Stereotaxis being true
and correct, subject to the materiality standards contained in the Share Purchase Agreement; (v) the Seller completing certain debt restructuring
such that APT will not have third-party loan indebtedness prior to the closing, and (vi) APT obtaining a lease extension on its principal
leased facilities in Minnesota on certain terms describe in the Share Purchase Agreement.
The Share Purchase Agreement
includes customary representations, warranties and covenants of Seller, APT and Stereotaxis for a transaction of this nature, including
covenants regarding the operation of APT’s business prior to the effective time of the Acquisition.
APT has agreed to customary
restrictions on its ability to solicit alternative acquisition proposals from third parties and engage in discussions or negotiations
with third parties regarding alternative acquisition proposals. The Share Purchase Agreement requires APT to pay Stereotaxis a termination
fee of $1.0 million in certain circumstances around a breach of such obligations and restrictions. The Share Purchase Agreement contains
certain termination rights for both the Stereotaxis and APT, including if the Acquisition is not consummated on or before an “end
date” of December 31, 2024.
Voting and Support
Agreement. Contemporaneously with the execution of the Share Purchase Agreement, Stereotaxis and certain shareholders of Seller who
collectively hold approximately 60% of the voting power of the Seller (the “APT Shareholders”) entered into a voting and support
agreement (the “Voting and Support Agreement”). Pursuant to the Voting and Support Agreement, the APT Shareholders have agreed
to, among other things, vote all of their shares in Seller that they own as of the record date for the Seller’s shareholder meeting
in favor of the adoption of the Merger Agreement.
The foregoing descriptions
of the Share Purchase Agreement and the Voting and Support Agreement do not purport to be complete and are qualified in its entirety by
reference to the full text of the Share Purchase Agreement and Voting and Support Agreement, respectively, copies of which will be filed
as exhibits to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2024.
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.
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 2024: |
Number of Votes For: | |
| 69,449,549 | |
Number of Votes Against: | |
| 231,067 | |
Number of Votes Abstain: | |
| 34,764 | |
(3) |
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: |
Number of Votes For: | |
| 43,498,362 | |
Number of Votes Against: | |
| 3,355,275 | |
Number of Votes Abstain: | |
| 355,029 | |
Number of Broker Non-Votes: | |
| 22,506,714 | |
(4) |
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: |
Number of Votes For: | |
| 45,897,897 | |
Number of Votes Against: | |
| 962,071 | |
Number of Votes Abstain: | |
| 348,698 | |
Number of Broker Non-Votes: | |
| 22,506,714 | |
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 |
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|
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