As
filed with the Securities and Exchange Commission on September 6, 2024
Registration
No. 333-281767
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STEREOTAXIS,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
94-3120386 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(I.R.S.
Employer
Identification
No.) |
710
North Tucker Boulevard, Suite 110
St.
Louis, Missouri 63101
(Address
of Principal Executive Offices, including zip code)
Stereotaxis,
Inc. 2022 Stock Incentive Plan, as Amended and Restated
Stereotaxis,
Inc. 2022 Employee Stock Purchase Plan, as Amended and Restated
(Full
title of the plans)
David
L. Fischel
Chief
Executive Officer
Stereotaxis,
Inc.
710
N. Tucker Blvd. Suite 110
St.
Louis, Missouri 63101
(314)
678-6100
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Robert
J. Endicott, Esq.
Bryan
Cave Leighton Paisner LLP
One Metropolitan Square
211
North Broadway, Suite 3600
St.
Louis, Missouri 63102-2750
(314)
259-2000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| |
Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
REVISION TO INCORPORATION BY REFERENCE
The Registrant is hereby
filing this Post-Effective Amendment No. 1 to the Registration on Form S-8 (Registration No. 333-281767) originally filed on August 23,
2024 (as amended, the “Registration Statement”) to revise PART II, Item 3 (Incorporation of Documents by Reference) to include
the Registrant’s Current Report on Form 8-K, filed on July 18, 2024.
EXPLANATORY NOTE
REGISTRATION
OF ADDITIONAL SHARES
PURSUANT
TO GENERAL INSTRUCTION E
On
May 15, 2024, at the Annual Meeting of Shareholders of Stereotaxis, Inc. (the “Registrant” or “Company”), the
shareholders of the Company approved an amendment (the “Incentive Plan Amendment”) to the 2022 Stock Incentive Plan (the
“2022 Incentive Plan”), which the Company’s Board of Directors (the “Board”) had previously approved on
February 15, 2024, subject to such shareholder approval. The 2022 Incentive Plan was originally adopted by the Board on February 3, 2022,
and the Compensation Committee of the Board of Directors, on February 27, 2022, further revised the Plan, and the Plan was approved by
our shareholders on May 19, 2022.
The
Incentive Plan Amendment provides for an increase in the number of shares authorized for issuance under the 2022 Incentive Plan by 4,000,000
shares. Previously, 4,107,114 shares were authorized under the 2022 Incentive Plan and registered under the Securities Act of 1933, as
amended (the “Securities Act”), pursuant to a registration statement on Form S-8 previously filed on August 11, 2022 (Registration
No. 333-266776) (the “Previous S-8”), which remains in full force and effect.
On
May 15, 2024, at the Annual Meeting of Shareholders of the Company, the shareholders of the Company approved an amendment (the “ESPP
Amendment”) to the 2022 Employee Stock Purchase Plan (the “2022 ESPP”), which the Board had previously approved on
February 15, 2024, subject to such shareholder approval. The 2022 ESPP was originally adopted by the Board on February 3, 2022, and the
Compensation Committee of the Board of Directors, on February 27, 2022, further revised the Plan, and the Plan was and approved by our
shareholders on May 19, 2022.
The
ESPP Amendment provides for an increase in the number of shares authorized for issuance under the 2022 ESPP by 250,000 shares. Previously,
203,366 shares were authorized under the 2022 ESPP and registered under the Securities Act pursuant to the Previous S-8, which
remains in full force and effect.
The
Company is filing this Registration Statement to register under the Securities Act (i) an additional 4,000,000 shares of the Company’s
Common Stock issuable under the 2022 Incentive Plan pursuant to the Incentive Plan Amendment and (ii) an additional 250,000 shares of
the Company’s Common Stock issuable under the 2022 ESPP pursuant to the ESPP Amendment. These additional shares to be registered
by this Registration Statement are of the same class as those securities covered by the Previous S-8. Pursuant to General Instruction
E to Form S-8, the contents of the Previous S-8 are incorporated herein by reference and this Registration Statement is only required
to include those items specified by such instruction with respect to the 2022 Incentive Plan and the 2022 ESPP.
Unless
the context otherwise requires, references made herein to “the Company,” “the Registrant,” “we,”
“us,” “our” and “ours” refer to Stereotaxis, Inc. and its consolidated subsidiaries.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
As
permitted by the rules of the Securities Exchange Commission (“SEC”), this Registration Statement omits the information specified
in Part I of Form S-8. The documents containing the information specified in Part I of this Registration Statement will be sent or given
to eligible employees as specified by Rule 428(b) promulgated under the Securities Act. Such documents are not being filed with the SEC
either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the
Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents listed in (a) through (d) below, which are on file with the SEC, are incorporated herein by reference (except for
the portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof or otherwise
not filed with the SEC which are deemed not to be incorporated by reference into this Registration Statement):
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(a) |
The
Registrant’s Annual Report filed on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 8, 2024; |
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|
|
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(b) |
The
Registrant’s Quarterly Reports filed on Form 10-Q for the quarterly period ended March 31, 2024, filed with the SEC on May
15, 2024, and for the quarterly period ended June 30, 2024, filed with the SEC on August 14, 2024; |
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|
|
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(c) |
The
Registrant’s Current Reports on Form 8-K filed with the SEC on May
13, 2024, May
16, 2024, July 18, 2024 and August 2, 2024,; and |
| |
|
|
| |
(d) |
The
description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A dated September
4, 2019, registering the Registrant’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as amended by the Description of Registrant’s securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934, filed as Exhibit 4.2 of the Registrant’s Form 10-K (File No. 001-36159) filed on March
8, 2024, and any further amendments or reports filed for the purpose of updating such description. |
In
addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act (other than those made pursuant to Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the
Commission) prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. These documents include periodic reports, such as Proxy Statements, Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (other than the portions of those documents not deemed to be filed,
which is deemed not to be incorporated by reference in this Registration Statement). Any statement contained in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.
Item
4. Description of Securities.
The
securities to be offered are registered under Section 12 of the Exchange Act and, accordingly, no description is provided hereunder.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Our
amended and restated Certificate of Incorporation, as amended, provides that, to the fullest extent permitted by the Delaware
General Corporation Law as the same exists or may hereafter be amended, our directors shall not be liable to the Registrant or our stockholders
for monetary damages for breach of fiduciary duty as a director. In addition, our amended and restated Certificate of Incorporation
provides that we may, to the fullest extent permitted by law, indemnify any person made or threatened to be made a party to an action,
suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or his or her testator
or intestate is or was a director, officer or employee of the Registrant, or any predecessor of the Registrant, or serves or served at
any other enterprise as a director, officer or employee at the request of the Registrant.
Our
amended and restated Bylaws provide that the Registrant shall indemnify our directors and officers to the fullest extent not prohibited
by the Delaware General Corporation Law or any other law. We are not required to indemnify any director or officer in connection with
a proceeding brought by such director or officer unless (i) such indemnification is expressly required by law; (ii) the proceeding was
authorized by our board of directors; or (iii) such indemnification is provided by the Registrant, in its sole discretion, pursuant to
the powers vested in the Registrant under the Delaware General Corporation Law or any other applicable law. In addition, our amended
and restated Bylaws provide that the Registrant may indemnify its employees and other agents as set forth in the Delaware General
Corporation Law or any other applicable law.
We
have also entered into separate indemnification agreements with our directors and officers that require us, among other things, to indemnify
each of them against certain liabilities that may arise by reason of their status or service with the Registrant or on behalf of the
Registrant, other than liabilities arising from willful misconduct of a culpable nature. The Registrant is not required to indemnify
under the agreement for (i) actions initiated by the director without the authorization of consent of the board of directors; (ii) actions
initiated to enforce the indemnification agreement unless the director is successful; (iii) actions resulting from violations of Section
16 of the Exchange Act in which a final judgment has been rendered against the director; and (iv) actions to enforce any non-compete
or non-disclosure provisions of any agreement.
The
indemnification provided for above provides for reimbursement of all losses of the indemnified party, including expenses, judgment, fines
and amounts paid in settlement. The right to indemnification set forth above includes the right for us to pay the expenses (including
attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition in certain circumstances.
The
Delaware General Corporation Law provides that indemnification is permissible only when the director, officer, employee, or agent acted
in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The Delaware General Corporation Law
also precludes indemnification in respect of any claim, issue, or matter as to which an officer, director, employee, or agent shall have
been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine that, despite such adjudication of liability, but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court
deems proper.
Item
7. Exemption From Registration Claimed.
Not
applicable.
Item
8. Exhibits.
The
following exhibits are filed herewith or incorporated by reference into this registration statement on Form S-8.
*Previously filed
Item
9. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by registrant pursuant to Section 13
and Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) of the Securities Act shall be deemed to be part of the Registration
Statement as of the date the filed prospectus was deemed part of and included in the Registration Statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) of the Securities Act as part of this registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing
the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in this registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in this registration statement or prospectus
that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration
statement or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to
such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this
registration statement or made in any such document immediately prior to such effective date;
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director officer
or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of Missouri, on September 6, 2024.
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STEREOTAXIS,
INC. |
| |
|
|
| |
By: |
/s/
David L. Fischel |
| |
|
David
L. Fischel
Chairman
and Chief Executive Officer |
| |
|
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
| Signature |
|
Title(s) |
|
Date |
| |
|
|
|
|
| /s/
David L. Fischel |
|
Chairman
of the Board and Chief Executive Officer |
|
September
6, 2024 |
| David
L. Fischel |
|
(principal
executive officer) |
|
|
| |
|
|
|
|
| /s/
Kimberly R. Peery |
|
Chief
Financial Officer |
|
September
6, 2024 |
| Kimberly
R. Peery |
|
(principal
financial officer and principal accounting officer) |
|
|
| |
|
|
|
|
| * |
|
Director |
|
September
6, 2024 |
| David
W. Benfer |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
September
6, 2024 |
| Myriam
Curet |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
September
6, 2024 |
| Nathan
Fischel |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
September
6, 2024 |
| Ross
B. Levin |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
September
6, 2024 |
| Arun
S. Menawat |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
September
6, 2024 |
| Nachum
“Homi” Shamir |
|
|
|
|
| *By: |
/s/
Kimberly R. Peery |
|
| |
Kimberly
R. Peery |
|
| |
Attorney-in-fact |
|
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