As
filed with the Securities and Exchange Commission on March 16, 2020
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
STEREOTAXIS,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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94-3120386
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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4320
Forest Park Avenue, Suite 100
St.
Louis, Missouri 63108
(314)
678-6100
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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David
Fischel
Chief
Executive Officer
Stereotaxis,
Inc.
4320
Forest Park Avenue, Suite 100
St.
Louis, Missouri 63108
(314)
678-6100
(Name,
address, including zip code, and
telephone
number, including area code, of agent for service)
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Copies
of all correspondence 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
(314)
259-2020 (fax)
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Approximate
date of commencement of proposed sale to public: From time to time on or after this registration statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
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. (Check one):
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Large
accelerated filer [ ]
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Accelerated
filer
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[X]
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Non-accelerated
filer [ ]
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Smaller
reporting company
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[X]
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Emerging
growth company
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[ ]
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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 Securities Act. [ ]
CALCULATION
OF REGISTRATION FEE
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Title of
each class of securities to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price per
unit (2)
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Proposed
maximum
aggregate offering
price (3)
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Amount
of
registration fee
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Debt Securities (4)
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Common Stock (4)
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Preferred Stock(4)
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$
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100,000,000
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—
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$
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100,000,000
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$
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12,980
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Warrants (4)(5)
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Rights
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Units (6)
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(1)
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There
are being registered hereunder such indeterminate number of shares of common stock and preferred stock of Stereotaxis, Inc.
(“Stereotaxis”), such indeterminate number of debt securities or warrants to purchase common stock or preferred
stock of Stereotaxis, and such indeterminate number of units comprised of the foregoing securities as shall have an aggregate
initial offering price not to exceed $100,000,000.
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(2)
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The
proposed maximum offering price per unit or share will be determined from time to time by Stereotaxis in connection with the
issuance by Stereotaxis of securities registered hereunder, and is not specified as to each class of securities pursuant to
General Instruction II.D of Form S-3.
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(3)
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Estimated
solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933 and
exclusive of accrued interest and dividends, if any.
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(4)
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Also
includes such indeterminate number of shares of common stock or preferred stock or amount of debt securities as may be issued
upon conversion of or exchange for any debt securities or preferred stock that provide for conversion into or exchange for
other securities. No separate consideration will be received for the common stock or preferred stock or amount of debt securities
issuable upon such conversion or exchange. Also includes such indeterminate number of shares of common stock or preferred
stock or other securities of Stereotaxis to be issuable by Stereotaxis upon settlement of warrants.
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(5)
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The
warrants may be combined with common stock, preferred stock or debt securities registered under this registration statement
and sold as units.
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(6)
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Each
Unit consists of any combination of two or more of the securities registered hereby.
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The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT
IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject
to Completion, dated March 16, 2020
PROSPECTUS
$100,000,000
Debt
Securities
Common
Stock
Preferred
Stock
Warrants
Rights
Units
We
may offer and sell from time to time, in one or more offerings, up to $100,000,000 in the aggregate of debt securities, common
stock, preferred stock, warrants, rights or units consisting of any two or more of such securities. This prospectus provides a
general description of the securities that may be offered.
Each
time we offer and sell securities, we will provide specific terms of the securities to be offered and sold (including the amounts,
prices and other terms) in a supplement to this prospectus (which may include, but is not limited to, an at-the-market sales agreement
prospectus). This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.
Our
common stock is listed on the NYSE American under the symbol “STXS.” As of March 13, 2020, the closing price of our
common stock was $3.01. Each prospectus supplement offering any securities other than our common stock will state whether
those securities are listed or will be listed on the NYSE American or any other securities market or other exchange.
We
may offer securities through underwriting syndicates managed or co-managed by one or more underwriters, directly to purchasers
or in any manner specified in a prospectus supplement. The prospectus supplement for each offering of securities will describe
in detail the plan of distribution for that offering. For general information about the distribution of securities, see “Plan
of Distribution” in this prospectus. No securities may be sold without delivery of this prospectus and the applicable prospectus
supplement describing the method and terms of the offering of such securities.
You
should read carefully this prospectus and the documents incorporated by reference in this prospectus before you invest. Investing
in these securities involves significant risks. See “Risk Factors” on page 2 of this prospectus.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this prospectus is , 2020.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, which we refer to as
the “SEC,” utilizing a “shelf” registration process. Under this shelf registration process, we may, from
time to time, sell any combination of the securities described in this prospectus in one or more offerings up to a total offering
price of $100,000,000.
This
prospectus provides you with a general description of the securities we may offer. Each time we offer and sell securities, we
will provide a prospectus supplement to this prospectus that will contain specific information about the terms of that offering.
We will file each prospectus supplement with the SEC. The prospectus supplement may also add, update or change information contained
in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement,
you should rely on the prospectus supplement. You should read both this prospectus and any prospectus supplement together with
additional information described under the heading “Where You Can Find Additional Information” below.
You
should only rely on the information contained in this prospectus and any prospectus supplement, including the information incorporated
by reference. We have not authorized anyone to provide you with different information. The information contained in this prospectus
and any prospectus supplement is complete and accurate only as of the date on its respective front cover, and any information
incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise.
The forward-looking statements included or incorporated by reference in this prospectus are only made as of the date of this prospectus
or as of the date of such statement contained in the respective documents incorporated by reference herein, respectively, and
we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances even
though our situation may change in the future.
TABLE
OF CONTENTS
THE
COMPANY
Stereotaxis
designs, manufactures and markets robotic magnetic navigation systems for use in a hospital’s interventional surgical suite
to enhance the treatment of arrhythmias and coronary artery disease. Our primary capital products include the Genesis Robotic
Magnetic Navigation System, or Genesis RMN® System (“Genesis System”), Niobe® ES Magnetic Navigation System
(“Niobe ES System”) and the Odyssey® Information Management Solution (“Odyssey Solution”). In addition,
Stereotaxis offers its customers the Stereotaxis Imaging Model S x-ray System. We believe that robotic magnetic navigation systems
represent a revolutionary technology in the interventional surgical suite, or “interventional lab,” and have the potential
to become the standard of care for a broad range of complex cardiology procedures. We also believe that our technology represents
an important advance in the ongoing trend toward digital instrumentation in the interventional lab and provides substantial, clinically
important improvements, and cost efficiencies over manual interventional methods, which require years of physician training and
often result in long and unpredictable procedure times and sub-optimal therapeutic outcomes. We also generate substantial revenue
from proprietary disposable interventional devices that work together with our capital products.
The
Genesis System is the latest generation of the robotic magnetic navigation system and is designed to enable physicians to complete
more complex interventional procedures by providing image-guided delivery of catheters and guidewires through the blood vessels
and chambers of the heart to treatment sites. This is achieved using externally applied magnetic fields that govern the motion
of the working tip of the catheter or guidewire, resulting in improved navigation, efficient procedures, and reduced X-ray exposure.
We have received regulatory clearance, licensing and CE Mark approvals necessary for us to market the Genesis RMN System in the
U.S. and Europe. The core components of the previous generation robotic magnetic navigation system, the Niobe System, have received
regulatory clearance in the U.S., Canada, Europe, China, Japan, and various other countries. As of December 31, 2019, the Company
had an installed base of 123 Niobe ES Systems.
In
addition to the robotic navigation systems and their components, Stereotaxis has also developed the Odyssey Solution, which consolidates
lab information, enabling physicians to focus on the patient for optimal procedure efficiency. The platform also features a remote
viewing and recording capability called the Odyssey® Cinema System, which delivers synchronized content for optimized workflow,
advanced care, and improved productivity. This tool includes an archiving capability that allows clinicians to store and replay
entire procedures or segments of procedures. This information can be accessed from locations throughout the hospital’s local
area network and over the global Odyssey Network, providing physicians with a tool for clinical collaboration, remote consultation,
and training.
We
also offer our customers the Stereotaxis Imaging Model S X-Ray system, which provides an integrated complete solution for a robotic
interventional operating room. It is a single-plane, full-power x-ray system designed to be specifically available with RMN Systems.
Developed in collaboration with Omega Medical Imaging, Stereotaxis Imaging incorporates modern fluoroscopy technology to support
high quality imaging while minimizing radiation exposure for patients and physicians. The combination of RMN Systems with Stereotaxis
Imaging in a tightly integrated fashion is designed to reduce the cost of acquisition, the ongoing cost of ownership, and the
complexity of installation of a robotic electrophysiology practice.
Our
robotic magnetic systems are designed to use a toolkit of proprietary disposable interventional devices, which currently consists
of (i) our QuikCAS automated catheter advancement disposables designed to provide precise remote advancement of proprietary electrophysiology
catheters; and (ii) location and non-location sensing electrophysiology mapping and ablation catheters that we have jointly developed
with Biosense Webster and that are navigable with our robotic magnetic system, sales of which generate royalty payments to us
from Biosense Webster.
We
promote our full suite of products in a typical hospital implementation, subject to regulatory approvals or clearances. This implementation
requires a hospital to agree to an upfront capital payment and recurring payments. The upfront capital payment typically includes
equipment and installation charges. The recurring payments typically include disposable costs for each procedure, equipment service
costs beyond the warranty period, and software enhancements. In hospitals where our full suite of products has not been implemented,
equipment upgrade or expansion may be implemented upon purchase of the necessary components.
We
have strategic relationships with technology leaders in the global interventional market. Through these strategic relationships
we provide compatibility between our robotic magnetic system and digital imaging and 3D catheter location sensing technology,
as well as disposable interventional devices, in order to continue to develop new solutions in the interventional lab. The maintenance
of these strategic relationships, or the establishment of equivalent alternatives, is critical to our commercialization efforts.
There are no guarantees that any existing strategic relationships will continue and efforts are ongoing to ensure the availability
of integrated next generation systems and/or equivalent alternatives. We cannot provide assurance as to the timeline of the ongoing
availability of such compatible systems or our ability to obtain equivalent alternatives on competitive terms or at all.
Since
our inception, we have generated significant losses. As of December 31, 2019, we have incurred cumulative net losses of approximately
$481 million. We expect to continue to incur operating losses and negative cash flows until revenues reach a level sufficient
to support ongoing operations. During 2020, we will continue to monitor operating expenses and make additional investments in
certain targeted areas.
We
were incorporated in Delaware in June 1990. Our principal executive offices are located at 4320 Forest Park Avenue, Suite 100,
St. Louis, Missouri 63108, and our telephone number is (314) 678-6100. Our website address is www.stereotaxis.com. Information
contained on our website is not incorporated by reference into and does not form any part of this prospectus. As used in this
prospectus, references to “Company”, “we”, “our”, “us” and “Stereotaxis”
refer to Stereotaxis, Inc. unless the context requires otherwise. Epoch®, Genesis RMN®, Niobe®, Odyssey®, Odyssey
Cinema™, Vdrive®, Vdrive Duo™, V-CAS™, V-Loop™, V-Sono™, V-CAS Deflect™, QuikCAS™,
and Cardiodrive® are trademarks of Stereotaxis, Inc. All other trademarks that may appear in this prospectus are the property
of their respective owners.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully
consider the risks and uncertainties described under “Risk Factors” in our most recent Annual Report on Form 10-K
filed for the period ended December 31, 2019 and any updates in our subsequently filed Quarterly Reports on Form 10-Q, together
with all other information appearing in or incorporated by reference into this prospectus and any applicable prospectus supplement,
in light of your particular investment objectives and financial circumstances. These risks could materially and adversely affect
our business, results of operations and financial condition and could result in a partial or complete loss of your investment.
FORWARD-LOOKING
STATEMENTS
The
prospectus, including the documents incorporated by reference herein, and any free writing prospectus that we have authorized
for use in connection with this offering, contains “forward-looking” statements within the meaning of the Private
Securities Litigation Reform Act of 1985. These forward-looking statements relate to, among other things:
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our
ability to fund operations;
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the
ability of physicians to perform certain medical procedures with our products safely,
effectively and efficiently;
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the
adoption of our products by hospitals and physicians;
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the
market opportunity for our products, including expected demand for our products;
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the
timing and prospects for regulatory approval of our additional disposable interventional
devices;
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the
success of our business partnerships and strategic relationships;
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our
estimates regarding our capital requirements;
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our
plans for hiring additional personnel; and
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any
of our other plans, objectives, expectations and intentions contained or incorporated
into this prospectus that are not historical facts.
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These
statements relate to future events or future financial performance, and are subject to known and unknown risks, uncertainties,
and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different
from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”,
“could”, “expects”, “plans”, “intends”, “anticipates”, “believes”,
“estimates”, “predicts”, “potential”, or “continue”, or the negative of such terms
or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee future results, levels of activity, performance, or achievements. These statements are only predictions.
Factors
that may cause our actual results to differ materially from those expressed or implied in forward-looking statements include,
among others, changes in general economic and business conditions and the risks and other factors set forth in “Item 1A—Risk
Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2019 and any updates in our subsequently
filed Quarterly Reports on Form 10-Q.
Our
actual results may be materially different from what we expect. Therefore, you should not rely upon forward-looking statements
as predictions of future events. We undertake no duty to update or revise such forward-looking statements after the date of this
prospectus, whether as a result of new information, future events or otherwise. We qualify all of our forward-looking statements
by these cautionary statements.
USE
OF PROCEEDS
Unless
otherwise indicated in a prospectus supplement, we intend to use the net proceeds of any offering of securities sold by us for
general corporate purposes, which may include acquisitions, repayment of debt, capital expenditures and working capital requirements.
The net proceeds may be invested temporarily in short-term marketable securities or applied to repay short-term debt until they
are used for their stated purpose.
We
have not yet determined the amount or timing of the expenditures for each of the categories listed above and these expenditures
may vary significantly depending on a variety of factors, including the timing of additional regulatory approvals and new product
introductions. As a result, unless otherwise indicated in the applicable prospectus supplement, our management will retain broad
discretion in the allocation and use of the net proceeds of this offering.
DESCRIPTION
OF DEBT SECURITIES
General
The
debt securities that we may issue will constitute debentures, notes, bonds or other evidences of indebtedness of Stereotaxis,
to be issued in one or more series, which may include senior debt securities, subordinated debt securities and senior subordinated
debt securities. The particular terms of any series of debt securities we offer, including the extent to which the general terms
set forth below may be applicable to a particular series, will be described in a prospectus supplement relating to such series.
Debt
securities that we may issue will be issued under an indenture between us and a trustee qualified to act as such under the Trust
Indenture Act of 1939. We have filed the form of the indenture as an exhibit to the Registration Statement of which this prospectus
is a part. When we refer to the “indenture” in this prospectus, we are referring to the indenture under which debt
securities are issued as supplemented by any supplemental indenture applicable to such debt securities. We will provide the name
of the trustee in any prospectus supplement related to the issuance of debt securities, and we will also provide certain other
information related to the trustee, including describing any relationship we have with the trustee, in such prospectus supplement.
The
following description is a summary of the material provision of the indenture. It does not restate the terms of the indenture
in their entirety. The indenture is governed by the Trust Indenture Act of 1939. The terms of the debt securities include those
stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act. We urge you to read the
indenture because it, and not this description, defines your rights as a holder of the debt securities.
Information
You Will Find In The Prospectus Supplement
The
indenture provides that we may issue debt securities from time to time in one or more series and that we may denominate the debt
securities and make them payable in foreign currencies. The indenture does not limit the aggregate principal amount of debt securities
that can be issued thereunder. The prospectus supplement for a series of debt securities will provide information relating to
the terms of the series of debt securities being offered, which may include:
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title and denominations of the debt securities of the series;
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any
limit on the aggregate principal amount of the debt securities of the series;
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the
date or dates on which the principal and premium, if any, with respect to the debt securities
of the series are payable or the method of determination thereof;
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the
rate or rates, which may be fixed or variable, at which the debt securities of the series
shall bear interest, if any, or the method of calculating and/or resetting such rate
or rates of interest;
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the
dates from which such interest shall accrue or the method by which such dates shall be
determined and the duration of the extensions and the basis upon which interest shall
be calculated;
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the
interest payment dates for the series of debt securities or the method by which such
dates will be determined, the terms of any deferral of interest and any right of ours
to extend the interest payments periods;
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the
place or places where the principal and interest on the series of debt securities will
be payable;
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the
terms and conditions upon which debt securities of the series may be redeemed, in whole
or in part, at our option or otherwise;
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our
obligation, if any, to redeem, purchase, or repay debt securities of the series pursuant
to any sinking fund or other specified event or at the option of the holders and the
terms of any such redemption, purchase, or repayment;
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the
terms, if any, upon which the debt securities of the series may be convertible into or
exchanged for other securities, including, among other things, the initial conversion
or exchange price or rate and the conversion or exchange period;
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if
the amount of principal, premium, if any, or interest with respect to the debt securities
of the series may be determined with reference to an index or formula, the manner in
which such amounts will be determined;
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if
any payments on the debt securities of the series are to be made in a currency or currencies
(or by reference to an index or formula) other than that in which such securities are
denominated or designated to be payable, the currency or currencies (or index or formula)
in which such payments are to be made and the terms and conditions of such payments;
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any
changes or additions to the provisions of the indenture dealing with defeasance, including
any additional covenants that may be subject to our covenant defeasance option;
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the
currency or currencies in which payment of the principal and premium, if any, and interest
with respect to debt securities of the series will be payable, or in which the debt securities
of the series shall be denominated, and the particular provisions applicable thereto
in accordance with the indenture;
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the
portion of the principal amount of debt securities of the series which will be payable
upon declaration of acceleration or provable in bankruptcy or the method by which such
portion or amount shall be determined;
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whether
the debt securities of the series will be secured or guaranteed and, if so, on what terms;
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any
addition to or change in the events of default with respect to the debt securities of
the series;
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the
identity of any trustees, authenticating or paying agents, transfer agents or registrars;
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the
applicability of, and any addition to or change in, the covenants currently set forth
in the indenture;
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the
subordination, ranking or priority, if any, of the debt securities of the series and
terms of the subordination;
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any
other terms of the debt securities of the series which are not prohibited by the indenture;
and
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whether
securities of the series shall be issuable as registered securities or bearer securities
(with or without interest coupons), and any restrictions applicable to the offering,
sale or delivery of such bearer securities and the terms upon which such bearer securities
of a series may be exchanged for registered securities, and vice versa.
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Holders
of debt securities may present debt securities for exchange in the manner, at the places, and subject to the restrictions set
forth in the debt securities, the indenture, and the applicable prospectus supplement. We will provide these services without
charge, other than any tax or other governmental charge payable in connection therewith, but subject to the limitations provided
in the indenture, any board resolution establishing such debt securities and any applicable indenture supplement. Debt securities
in bearer form and the coupons, if any, appertaining thereto will be transferable by delivery.
Senior
Debt
We
may issue senior debt securities under the indenture and any coupons that will constitute part of our senior debt. Unless otherwise
set forth in the applicable indenture supplement and described in the applicable prospectus supplement, the senior debt securities
will be senior unsecured obligations, ranking equally with all of our existing and future senior unsecured debt. The senior debt
securities will be senior to all of our subordinated debt and junior to any secured debt we may incur as to the assets securing
such debt.
Subordinated
Debt
We
may issue subordinated debt securities under the indenture and any coupons that will constitute part of such subordinated debt.
These subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner set forth
in the indenture and any applicable indenture supplement, to all of our senior indebtedness.
If
this prospectus is being delivered in connection with a series of subordinated debt securities, the accompanying prospectus supplement
or the information incorporated by reference will set forth the approximate amount of senior indebtedness outstanding as of the
end of the most recent fiscal quarter.
Senior
Subordinated Debt
We
may issue senior subordinated debt securities under the indenture and any coupons that will constitute part of our senior subordinated
debt. These senior subordinated debt securities will be, to the extent and in the manner set forth in the applicable indenture
supplement, subordinate and junior in right of payment to all of our “senior indebtedness” and senior to our other
subordinated debt. See the discussions above under “—Senior Debt” and “—Subordinated Debt”
for a more detailed explanation of our senior and subordinated indebtedness.
Interest
Rate
Debt
securities that bear interest will do so at a fixed rate or a floating rate. We may sell, at a discount below the stated principal
amount, any debt securities which bear no interest or which bear interest at a rate that at the time of issuance is below the
prevailing market rate. The relevant prospectus supplement will describe the special United States federal income tax considerations
applicable to:
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any
discounted debt securities; and
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any
debt securities issued at par which are treated as having been issued at a discount for
United States federal income tax purposes.
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Registered
Global Securities
We
may issue registered debt securities of a series in the form of one or more fully registered global securities. We will deposit
the registered global security with a depository or with a nominee for a depository identified in the prospectus supplement relating
to such series. The global security or global securities will represent and will be in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of outstanding registered debt securities of the series to be represented
by the registered global security or securities. Unless it is exchanged in whole or in part for debt securities in definitive
registered form, a registered global security may not be transferred, except as a whole in three cases:
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by
the depository for the registered global security to a nominee of the depository;
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by
a nominee of the depository to the depository or another nominee of the depository; and
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by
the depository or any nominee to a successor of the depository or a nominee of the successor.
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The
prospectus supplement relating to a series of debt securities will describe the specific terms of the depository arrangement concerning
any portion of that series of debt securities to be represented by a registered global security. We anticipate that the following
provisions will generally apply to all depository arrangements.
Upon
the issuance of a registered global security, the depository will credit, on its book-entry registration and transfer system,
the principal amounts of the debt securities represented by the registered global security to the accounts of persons that have
accounts with the depository. These persons are referred to as “participants.” Any underwriters, agents or debtors
participating in the distribution of debt securities represented by the registered global security will designate the accounts
to be credited. Only participants or persons that hold interests through participants will be able to beneficially own interests
in a registered global security. The depository for a global security will maintain records of beneficial ownership interests
in a registered global security for participants. Participants or persons that hold through participants will maintain records
of beneficial ownership interests in a global security for persons other than participants. These records will be the only means
to transfer beneficial ownership in a registered global security.
The
laws of some states may require that specified purchasers of securities take physical delivery of the securities in definitive
form. These laws may limit the ability of those persons to own, transfer or pledge beneficial interests in global securities.
So
long as the depository, or its nominee, is the registered owner of a registered global security, the depository or its nominee
will be considered the sole owner or holder of the debt securities represented by the registered global security for all purposes
under the indenture. Except as set forth below, owners of beneficial interests in a registered global security:
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may
not have the debt securities represented by a registered global security registered in
their names;
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will
not receive or be entitled to receive physical delivery of debt securities represented
by a registered global security in definitive form; and
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will
not be considered the owners or holders of debt securities represented by a registered
global security under the indenture.
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Accordingly,
each person owning a beneficial interest in a registered global security must rely on the procedures of the depository for the
registered global security and, if the person is not a participant, on the procedures of the participant through which the person
owns its interests, to exercise any rights of a holder under the indenture applicable to the registered global security.
We
understand that, under existing industry practices, if we request any action of holders, or if an owner of a beneficial interest
in a registered global security desires to give or take any action which a holder is entitled to give or take under the indenture,
the depository for the registered global security would authorize the participants holding the relevant beneficial interests to
give or take the action, and the participants would authorize beneficial owners owning through the participants to give or take
the action or would otherwise act upon the instructions of beneficial owners holding through them.
Payment
of Interest on and Principal of Registered Global Securities
We
will make principal, premium, if any, and interest payments on debt securities represented by a registered global security registered
in the name of a depository or its nominee to the depository or its nominee as the registered owner of the registered global security.
None of Stereotaxis, the trustee, or any paying agent for debt securities represented by a registered global security will have
any responsibility or liability for:
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any
aspect of the records relating to, or payments made on account of, beneficial ownership
interests in such registered global security;
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maintaining,
supervising, or reviewing any records relating to beneficial ownership interests;
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the
payments to beneficial owners of the global security of amounts paid to the depository
or its nominee; or
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any
other matter relating to the actions and practices of the depository, its nominee or
any of its participants.
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We
expect that the depository, upon receipt of any payment of principal, premium or interest in respect of the global security, will
immediately credit participants’ accounts with payments in amounts proportionate to their beneficial interests in the principal
amount of a registered global security as shown on the depository’s records. We also expect that payments by participants
to owners of beneficial interests in a registered global security held through participants will be governed by standing instructions
and customary practices. This is currently the case with the securities held for the accounts of customers registered in “street
name.” Such payments will be the responsibility of participants.
Exchange
of Registered Global Securities
We
may issue debt securities in definitive form in exchange for the registered global security if both of the following occur:
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the
depository for any debt securities represented by a registered global security is at
any time unwilling or unable to continue as depository or ceases to be a clearing agency
registered under the Exchange Act; and
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we
do not appoint a successor depository within 90 days.
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In
addition, we may, at any time, determine not to have any of the debt securities of a series represented by one or more registered
global securities. In this event, we will issue debt securities of that series in definitive form in exchange for all of the registered
global security or securities representing those debt securities.
Covenants
by Stereotaxis
The
indenture includes covenants by us, including among other things that we will make all payments of principal, or premium, if any,
and interest at the times and places required. The supplemental indenture establishing each series of debt securities may contain
additional covenants, including covenants which could restrict our right to incur additional indebtedness or liens and to take
certain actions with respect to our businesses and assets.
Events
of Default
Unless
otherwise indicated in the applicable prospectus supplement, the following will be events of default under the indenture with
respect to each series of debt securities issued under the indenture:
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failure
to pay when due any interest on any debt security of that series, continued for 30 days;
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failure
to pay when due the principal of, or premium, if any, on, any debt security of that series;
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default
in the payment of any sinking fund installment with respect to any debt security of that
series when due and payable;
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failure
to perform any other covenant or agreement of ours under the indenture or the supplemental
indenture with respect to that series or the debt securities of that series, continued
for 90 days after written notice to us by the trustee or holders of at least 25% in aggregate
principal amount of the outstanding debt securities of the series to which the covenant
or agreement relates;
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certain
events of bankruptcy, insolvency or similar proceedings affecting us; and
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any
other event of default specified in any supplemental indenture under which such series
of debt securities is issued.
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Except
as to certain events of bankruptcy, insolvency or similar proceedings affecting us and except as provided in the applicable prospectus
supplement, if any event of default shall occur and be continuing with respect to any series of debt securities under the indenture,
either the trustee or the holders of at least 25% in aggregate principal amount of outstanding debt securities of such series
may accelerate the maturity of all debt securities of such series. Upon certain events of bankruptcy, insolvency or similar proceedings
affecting us, the principal, premium, if any, and interest on all debt securities of each series shall be immediately due and
payable.
After
any such acceleration, but before a judgment or decree based on acceleration has been obtained by the trustee, the holders of
a majority in aggregate principal amount of each affected series of debt securities may waive all defaults with respect to such
series and rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal,
have been cured, waived or otherwise remedied.
No
holder of any debt securities will have any right to institute any proceeding with respect to the indenture or for any remedy
under the indenture, unless such holder shall have previously given to the trustee written notice of a continuing event of default
and the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the relevant series shall
have made written request and offered indemnity satisfactory to the trustee to institute such proceeding as trustee, and the trustee
shall not have received from the holders of a majority in aggregate principal amount of the outstanding debt securities of such
series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. However,
such limitations do not apply to a suit instituted by a holder of a debt security for enforcement of payment of the principal
of and premium, if any, or interest on such debt security on or after the respective due dates expressed in such debt security.
Supplemental
Indentures
We
and the trustee may, at any time and from time to time, without prior notice to or consent of any holders of debt securities,
enter into one or more indentures supplemental to the indenture, among other things:
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to
add guarantees to or secure any series of debt securities;
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to
provide for the succession of another person pursuant to the provisions of the indenture
relating to consolidations, mergers and sales of assets and the assumption by such successor
of our covenants, agreements, and obligations, or to otherwise comply with the provisions
of the indenture relating to consolidations, mergers, and sales of assets;
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to
surrender any right or power conferred upon us under the indenture or to add to our covenants
further covenants, restrictions, conditions or provisions for the protection of the holders
of all or any series of debt securities;
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to
cure any ambiguity or to correct or supplement any provision contained in the indenture,
in any supplemental indenture that may be defective or inconsistent with any other provision
contained therein;
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to
modify or amend the indenture in such a manner as to permit the qualification of the
indenture or any supplemental indenture under the Trust Indenture Act;
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to
add to or change any of the provisions of the indenture to supplement any of the provisions
of the indenture in order to permit the defeasance and discharge of any series of debt
securities pursuant to the indenture, so long as any such action does not adversely affect
the interests of the holders of debt securities of any series in any material respect;
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to
add to, change, or eliminate any of the provisions of the indenture with respect to one
or more series of debt securities, so long as any such addition, change or elimination
shall not apply to any debt securities of any series created prior to the execution of
such supplemental indenture and entitled to the benefit of such provision;
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to
evidence and provide for the acceptance of appointment by a successor or separate trustee;
and
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to
establish the form or terms of debt securities of any series and to make any change that
does not adversely affect the interests of the holders of debt securities.
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With
the consent of the holders of at least a majority in principal amount of debt securities of each series affected by such supplemental
indenture (each series voting as one class), we and the trustee may enter into one or more supplemental indentures for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of the indenture or modifying in any
manner the rights of the holders of debt securities of each such series.
Notwithstanding
our rights and the rights of the trustee to enter into one or more supplemental indentures with the consent of the holders of
debt securities of the affected series as described above, no such supplemental indenture shall, without the consent of the holder
of each outstanding debt security of the affected series, among other things:
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change
the final maturity of the principal of, or any installment of interest on, any debt securities;
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reduce
the principal amount of any debt securities or the rate of interest on any debt securities;
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change
the currency in which any debt securities are payable;
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impair
the right of the holders to conduct a proceeding for any remedy available to the trustee;
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reduce
the percentage in principal amount of any series of debt securities whose holders must
consent to an amendment or supplemental indenture;
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reduce
any premium payable upon the redemption of any debt securities; or
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make
any change that adversely affects the relative rights of holders of subordinated debt
securities with respect to senior debt securities.
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Satisfaction
and Discharge of the Indenture; Defeasance
Except
to the extent set forth in a supplemental indenture with respect to any series of debt securities, we, at our election, may satisfy
and discharge the indenture and the indenture shall generally cease to be of any further effect with respect to that series of
debt securities if (i) either (a) we have delivered to the trustee for cancellation all debt securities of that series (with certain
limited exceptions), or (b) all debt securities of that series not previously delivered to the trustee for cancellation shall
have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption
within one year, and we have deposited with the trustee the entire amount sufficient to pay at maturity or upon redemption all
such debt securities; (ii) we have paid or caused to be paid all other sums payable under the indenture by us; and (iii) we have
delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent
under the indenture relating to the satisfaction and discharge of the indenture relating to the satisfaction and discharge have
been complied with.
In
addition, we have a “legal defeasance option” (pursuant to which we may terminate, with respect to the debt securities
of a particular series, all of our obligations under such debt securities and the indenture with respect to such debt securities)
and a “covenant defeasance option” (pursuant to which we may terminate, with respect to the debt securities of a particular
series, our obligations with respect to such debt securities under certain specified covenants contained in the indenture). If
we exercise our legal defeasance option with respect to a series of debt securities, payment of such debt securities may not be
accelerated because of an event of default. If we exercise our covenant defeasance option with respect to a series of debt securities,
payment of such debt securities may not be accelerated because of an event of default related to the specified covenants.
We
may exercise our legal defeasance option or our covenant defeasance option with respect to the debt securities of a series only
if we irrevocably deposit in trust with the trustee cash or U.S. government obligations (as defined in the indenture) for the
payment of principal, premium, if any, and interest with respect to such debt securities to maturity or redemption, as the case
may be. In addition, to exercise either of our defeasance options, we must comply with certain other conditions, including the
delivery to the trustee of an opinion of counsel to the effect that the holders of debt securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax
on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred
(and, in the case of legal defeasance only, such opinion of counsel must be based on a ruling from the Internal Revenue Service
or other change in applicable Federal income tax law).
The
trustee will hold in trust the cash or U.S. government obligations deposited with it as described above and will apply the deposited
cash and the proceeds from deposited U.S. government obligations to the payment of principal, premium, if any, and interest with
respect to the debt securities of the defeased series.
Mergers,
Consolidations and Certain Sales of Assets
We
may not consolidate with or merge into any other person or entity or permit any other person or entity to consolidate with or
merge into us in a transaction in which we are not the surviving entity, or transfer, lease or dispose of all or substantially
all of our assets to any other person or entity unless:
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the
resulting, surviving or transferee entity shall be a corporation organized and existing
under the laws of the United States or any state thereof and such resulting, surviving
or transferee entity shall expressly assume, by supplemental indenture, executed and
delivered in form satisfactory to the trustee, all of our obligations under the debt
securities and the indenture;
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immediately
after giving effect to such transaction (and treating any indebtedness which becomes
an obligation of the resulting, surviving or transferee entity as a result of such transaction
as having been incurred by such entity at the time of such transaction), no default or
event of default would occur or be continuing; and
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we
shall have delivered to the trustee an officer’s certificate and an opinion of
counsel, each stating that such consolidation, merger or transfer and such supplemental
indenture (if any) comply with the indenture (except that such opinion of counsel need
not opine as to the matters set forth in the second bullet-point above).
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Governing
Law
The
indenture and the debt securities will be governed by the laws of the State of New York.
No
Personal Liability of Directors, Officers, Employees and Stockholders
No
director, officer, incorporator or stockholder of Stereotaxis, as such, shall have any liability for any obligations of Stereotaxis
under the debt securities or the indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation, solely by reason of his, her, or its status as director, officer, incorporator or stockholder of Stereotaxis. By accepting
a debt security, each holder waives and releases all such liability, but only such liability. The waiver and release are part
of the consideration for issuance of the debt securities. Nevertheless, such waiver may not be effective to waive liabilities
under the federal securities laws and it has been the view of the SEC that such a waiver is against public policy.
Conversion
or Exchange Rights
Any
debt securities offered hereby may be convertible into or exchangeable for shares of our equity or other securities. The terms
and conditions of such conversion or exchange will be set forth in the applicable prospectus supplement. Such terms may include,
among others, the following:
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the
conversion or exchange price;
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the
conversion or exchange period;
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provisions
regarding our ability or that of the holder to convert or exchange the debt securities;
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events
requiring adjustment to the conversion or exchange price; and
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provisions
affecting conversion or exchange in the event of our redemption of such debt securities.
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Concerning
the Trustee
The
indenture provides that there may be more than one trustee with respect to one or more series of debt securities. If there are
different trustees for different series of debt securities, each trustee will be a trustee of a trust under a supplemental indenture
separate and apart from the trust administered by any other trustee under such indenture. Except as otherwise indicated in this
prospectus or any prospectus supplement, any action permitted to be taken by a trustee may be taken by the trustee only with respect
to the one or more series of debt securities for which it is the trustee under an indenture. Any trustee under the indenture or
a supplemental indenture may resign or be removed with respect to one or more series of debt securities.
The
indenture contains limitations on the right of the trustee, should it become a creditor of Stereotaxis, to obtain payment of claims
in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. If the trustee
acquires an interest that conflicts with, within the meaning of the Trust Indenture Act, any duties with respect to the debt securities,
the trustee is required to either resign or eliminate such conflicting interest to the extent and in the manner provided by the
indenture.
Limitations
on Issuance of Bearer Debt Securities
Debt
securities in bearer form are subject to special U.S. tax requirements and may not be offered, sold, or delivered within the United
States or its possessions or to a U.S. person, except in certain transactions permitted by U.S. tax regulations. Investors should
consult the relevant prospectus supplement, in the event that bearer debt securities are issued for special procedures and restrictions
that will apply to such an offering.
DESCRIPTION
OF CAPITAL STOCK
As
of the date of this prospectus, we are authorized to issue up to 310,000,000 shares of capital stock, par value $.001 per share,
divided into two classes designated, respectively, “common stock” and “preferred stock.” Of such shares
authorized, 300,000,000 shares are designated as common stock, and 10,000,000 shares are designated as preferred stock.
The
following is a summary of the material terms of our capital stock and certain provisions of our amended and restated certificate
of incorporation, as amended (our “amended and restated certificate of incorporation”) and amended and restated bylaws.
It also summarizes some relevant provisions of the Delaware General Corporation Law, which we sometimes refer to as Delaware law.
Since the terms of our amended and restated certificate of incorporation and amended and restated bylaws, and Delaware law, are
more detailed than the general information provided below, you should only rely on the actual provisions of those documents and
Delaware law. If you would like to read our amended and restated certificate of incorporation or amended and restated bylaws,
they are on file with the SEC, as described under the heading “Where You Can Find Additional Information” below.
Common
Stock
As
of February 29, 2020, there were 69,033,391 shares of common stock outstanding that were held of record by approximately 470 stockholders.
Voting
Rights. Holders of our common stock are entitled to one vote per share on all matters to be voted upon by shareholders.
In addition, holders of our Series A Convertible Preferred Stock (as described below) are entitled to vote such shares on an as-converted
basis with the common stock, subject to specified beneficial ownership issuance limitations. In accordance with Delaware law,
the affirmative vote of a majority of the shares cast at a duly held meeting at which a quorum is present shall be the act of
the shareholders. The presence at the meeting, by person or by proxy, of the holders of record of a majority of shares issued
and outstanding and entitled to vote will constitute a quorum for transacting business. Our stockholders do not have cumulative
voting rights in the election of directors. Accordingly, holders of a majority of the shares eligible to vote, which as of the
date of this prospectus are holders of our common stock and our Series A Convertible Preferred Stock, are able to elect all of
the directors, subject to any rights to elect directors that may be granted to any then-outstanding preferred stock.
Liquidation
Rights. If we are liquidated, our creditors and any holders of our preferred stock with preferential liquidation rights
will be paid before any distribution to holders of common stock. Shares of our Series A Convertible Preferred Stock rank senior
to shares of our common stock and our Series B Convertible Preferred Stock (as described below) as to distributions and payments
upon the liquidation, dissolution and winding up of the Company. No such distributions or payments upon the liquidation, dissolution
or winding up of the Company may be made to holders of common stock or holders of the Series B Convertible Preferred Stock unless
and until the holders of the Series A Convertible Preferred Stock have received the stated value of $1,000 per share plus any
accrued and unpaid dividends. As noted below, our Series A Convertible Preferred Stock bears dividends at a rate of six percent
(6.0%) per annum, which are cumulative and accrue daily from their date of issuance, September 29, 2016, on the $1,000 stated
value. However, such dividends will not be paid in cash, except in connection with any liquidation, dissolution or winding up
of the Company or any redemption of the Series A Convertible Preferred Stock. Instead, the value of the accrued dividends is added
to the liquidation preference of the Series A Convertible Preferred Stock and will increase the number of shares of common stock
issuable upon conversion, which will dilute the ownership of our common stockholders. The Series B Convertible Preferred Stock
ranks on parity with our common stock as to distributions and payments upon the liquidation, dissolution and winding up of the
Company. Subject to the prior and superior rights of the holders of the Series A Convertible Preferred Stock and any other securities
of the Company that rank senior to our common stock and the Series B Convertible Preferred Stock, upon liquidation, dissolution
or winding up of the Company, shares of common stock and Series B Convertible Preferred Stock will be entitled to receive distributions
of any of the assets or surplus funds of the Company on a pari passu basis.
In
addition, the liquidation rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected
by, the rights of the holders of shares of any series of preferred stock which we may designate and issue in the future.
Dividend
Rights. The holders of our common stock are entitled to receive dividends when and as declared by our board of directors
out of funds legally available for dividends, subject to the prior rights or preferences applicable to any preferred stock as
may then be outstanding. The Series B Convertible Preferred Stock is entitled to dividends equal to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock.
Until
all shares of our Series A Convertible Preferred Stock have been converted or redeemed, no dividends may be paid on the common
stock or the Series B Convertible Preferred Stock without the express written consent of the holders of a majority of the outstanding
shares of Series A Convertible Preferred Stock. In the event that dividends or other distributions of assets are made or paid
by the Company to the holders of the common stock or the holders of shares of the Series B Convertible Preferred Stock, the holders
of shares of the Series A Convertible Preferred Stock are entitled to participate in such dividend or distribution on an as-converted
basis.
The
Company has not declared or paid any cash dividends on its common stock and the Company does not presently intend to pay any cash
dividends in the foreseeable future.
Other
Rights and Preferences. Shares of our common stock have no preemptive rights, no conversion rights, no redemption or sinking
fund provisions, and are not liable for further call or assessment.
Preferred
Stock
Our
board of directors is authorized to issue up to 10,000,000 shares of preferred stock in one or more series, to fix the number
of shares in each series, and to determine the designations and preferences, limitations and relative rights of each series, including
dividend rates, terms of redemption, liquidation preferences, sinking fund requirements, conversion rights, voting rights, and
whether the preferred stock can be issued as a share dividend with respect to another class or series of shares, all without any
vote or other action on the part of stockholders. This power is limited by applicable laws or regulations and may be delegated
to a committee of our board of directors. The preferred stock is not secured, is not guaranteed by us or any of our affiliates
and is not subject to any other arrangement that legally or economically enhances the ranking of the preferred stock.
A
prospectus supplement relating to any shares of preferred stock being offered will include specific terms relating to the offering,
including a description of any other securities sold together with the preferred stock. These items may include:
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the
distinctive designation of each series and the number of shares that will constitute
the series;
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the
voting rights, if any, of shares of the series and the terms and conditions of the voting
rights;
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the
dividend rate on the shares of the series (if any), the dates on which dividends are
payable, any restriction, limitation or condition upon the payment of dividends, whether
dividends will be cumulative, and the dates from and after which dividends shall accumulate;
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the
prices at which, and the terms and conditions on which, the shares of the series may
be redeemed, if the shares are redeemable;
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the
terms and conditions of a sinking or purchase fund for the purchase or redemption of
shares of the series, if such a fund is provided;
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the
preferential amount, if any, payable upon the shares of the series in the vent of the
liquidation, dissolution or winding up of, or upon the distribution of any of our assets;
and
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the
prices or rates of conversion or exchange at which, and the terms and conditions on which,
the shares of the series may be converted or exchanged into other securities, if the
shares are convertible or exchangeable
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any
terms relating to the amendment of the certificate of designation related thereto;
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information
with respect to book-entry procedures, if any;
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where
the shares of such series will be listed for trading on any national securities exchange.
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a
discussion of any material federal income tax considerations; and
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any
other material terms of the shares, including terms, procedures, and limitations relating
to the transferability (including use of a transfer agent) and exchange thereof.
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As
described below, as of the date of this prospectus, we had authorized the issuance of up to 5,634,121 shares in the aggregate
of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, leaving an aggregate of 4,365,879 shares
of preferred stock authorized but undesignated. In the case of the Series B Convertible Preferred Stock, any shares converted
to common stock shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated
as Series B Convertible Preferred Stock.
Series
A Convertible Preferred Stock
On
September 29, 2016, we filed a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the
“Series A Certificate of Designations”) to authorize the issuance of up to 24,000 shares of the Series A Convertible
Preferred Stock, of which 22,918 shares remain issued and outstanding as of the date of this prospectus.
Pursuant
to the Series A Certificate of Designations, holders of Series A Convertible Preferred Stock are entitled to vote on an as-converted
basis with holders of common stock, subject to specified beneficial ownership issuance limitations. The Series A Convertible Preferred
Stock bears dividends at a rate of six percent (6.0%) per annum, which are cumulative and accrue daily from the date of issuance
on the $1,000 stated value. Such dividends will not be paid in cash, except in connection with any liquidation, dissolution or
winding up of the Company or any redemption of the Series A Convertible Preferred Stock. Instead, the value of the accrued dividends
is added to the liquidation preference of the Series A Convertible Preferred Stock and will increase the number of shares of common
stock issuable upon conversion.
Each
share of Series A Convertible Preferred Stock is convertible at the option of the holder from and after the original date of issuance,
at an initial conversion price of $0.65 per share, subject to adjustment in the event of stock splits, dividends, mergers, sales
of all or substantially all of our assets or similar transactions, subject to specified beneficial ownership issuance limitations.
If we fail to timely issue shares of Series A Convertible Preferred Stock or common stock issuable on conversion or remove legends
from any such shares, in each case as and when required to do so under the Series A Certificate of Designations, we will be required
to pay liquidated damages to the affected holder in an amount equal to 0.25% of the product of (i) the number of shares of common
stock to be issued or issuable on conversion of the relevant shares of Series A Convertible Preferred Stock and (ii) the weighted
average price of the common stock on the last date before such failure, and may be required to pay additional or alternative damages
in specified circumstances at the option of the holder. Each holder of Series A Convertible Preferred Stock has the right to require
us to redeem such holder’s Series A Convertible Preferred Stock upon the occurrence of specified events, including mergers,
sales of substantially all assets of the Company, and certain defaults under the Series A Certificate of Designations and under
the Registration Rights Agreement entered into in connection with that certain Securities Purchase Agreement, dated September
26, 2016, by and among the Company and the investors identified on the Schedule of Buyers thereto (the “2016 SPA”).
We also have the right to redeem the Series A Convertible Preferred Stock in the event of a Change of Control Transaction (as
defined in the Series A Certificate of Designations).
The
Series A Convertible Preferred Stock ranks senior to our common stock as to distributions and payments upon the liquidation, dissolution
and winding up of the Company. No such distributions or payments upon the liquidation, dissolution and winding up of the Company
may be made to the holders of common stock unless and until the holders of Series A Convertible Preferred Stock have received
the stated value of $1,000 per share plus any accrued and unpaid dividends. Until all shares of Series A Convertible Preferred
Stock have been converted or redeemed, no dividends may be paid on the common stock without the prior express written consent
of the holders of a majority of the outstanding Series A Convertible Preferred Stock. In the event that dividends or other distributions
of assets are made or paid by us to the holders of the common stock, the holders of Series A Convertible Preferred Stock are entitled
to participate in such dividend or distribution on an as-converted basis (without giving effect to any limitations on conversion).
Under
the 2016 SPA, we have agreed that for a period of 61 months following the closing date, so long as at least 8,000 shares of Series
A Convertible Preferred Stock issued on the closing date are outstanding, the Buyers will have a right to participate on a pro
rata basis in equity financings or issuances of securities convertible, exercisable or exchangeable into equity securities of
the Company or any subsidiaries (including debt securities with an equity component), subject to certain exceptions.
Series
B Convertible Preferred Stock
On
August 7, 2019, we filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred
Stock (the “Series B Certificate of Designations”) to authorize the issuance of up to 5,610,121 shares of the Series
B Convertible Preferred Stock, all of which are issued and outstanding as of the date of this prospectus.
Pursuant
to the Series B Certificate of Designations, holders of Series B Convertible Preferred Stock have no voting rights except as required
by law. The Series B Convertible Preferred Stock bears dividends equal to and in the same form as dividends actually paid on shares
of common stock when, as and if such dividends are paid on shares of common stock. No other dividends will be paid on shares of
Series B Convertible Preferred Stock.
Each
share of Series B Convertible Preferred Stock is convertible at the option of the holder from and after the original date of issuance,
into a number of shares of common stock equal to the Conversion Ratio. The “Conversion Ratio” for each share of Series
B Convertible Preferred Stock is equal to the stated value of $2.05 divided by the conversion price of $2.05, subject to adjustment
in the event of stock splits, stock dividends, mergers, sales of all or substantially all of our assets or similar transactions,
subject to specified beneficial ownership issuance limitations. If we fail to timely issue shares of Series B Convertible Preferred
Stock or common stock issuable on conversion, in each case as and when required to do so under the Series B Certificate of Designations
unless the affected holder has rescinded the applicable notice of conversion, we will be required to pay liquidated damages at
the holder’s option either in cash or in shares of common stock (to the extent that such issuance of shares of common stock
would not cause the holder or its affiliates to exceed specified beneficial ownership issuance limitations) to the affected holder
in an amount equal to the product of (i) the number of shares of common stock to be issued or issuable on conversion of the relevant
shares of Series B Convertible Preferred Stock, (ii) 0.005 multiplied by the last closing trade price of the common stock on the
date such shares of common stock were required to be delivered, and (iii) the number of trading days actually lapsed after the
fifth trading day after the date such shares of common stock were required to be delivered, and may be required to pay additional
or alternative damages in specified circumstances at the option of the holder.
The
Series B Convertible Preferred Stock ranks on parity with our common stock as to distributions and payments upon the liquidation,
dissolution and winding up of the Company. Subject to the prior and superior rights of the holders of any securities of the Company
that rank senior to the Series B Convertible Preferred Stock, upon liquidation, dissolution or winding up of the Company, each
holder of shares of Series B Convertible Preferred Stock will be entitled to receive distributions of any of the assets or surplus
funds of the Company pari passu with any distribution to the holders of common stock in an amount equal to $0.001 per share
of Series B Convertible Preferred Stock.
Anti-Takeover
Provisions of Delaware Law and Charter Provisions
Interested
Stockholder Transactions. We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware
corporation from engaging in any “business combination” with any “interested stockholder” for a period
of three years after the date that such stockholder became an interested stockholder, with the following exceptions:
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before
such date, the board of directors of the corporation approved either the business combination or the transaction that resulted
in the stockholder becoming an interested stockholder;
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upon
consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes
of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee
stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to
the plan will be tendered in a tender or exchange offer; or
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on
or after such date, the business combination is approved by the board of directors and authorized at an annual or special
meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting
stock that is not owned by the interested stockholder.
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Section
203 defines “business combination” to include the following:
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any
merger or consolidation involving the corporation and the interested stockholder;
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any
sale, transfer, pledge or other disposition involving the interested stockholder of assets with a value of 10% or more of
either the total assets or all outstanding stock of the corporation;
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subject
to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation
to the interested stockholder;
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any
transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class
or series of the corporation beneficially owned by the interested stockholder; or
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the
receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits
by or through the corporation.
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In
general, Section 203 defines “interested stockholder” as an entity or person beneficially owning 15% or more of the
outstanding voting stock of the corporation or any entity or person affiliated with or controlling or controlled by such entity
or person.
In
addition, some provisions of our amended and restated certificate of incorporation and amended and restated bylaws may be deemed
to have an anti-takeover effect and may delay or prevent a tender offer or takeover attempt that a stockholder might consider
in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.
Cumulative
Voting. Our amended and restated certificate of incorporation expressly denies stockholders the right to cumulative voting
in the election of directors.
Classified
Board of Directors. Our board of directors is divided into three classes of directors serving staggered three-year terms.
As a result, approximately one-third of the board of directors will be elected each year, which has the effect of requiring at
least two annual stockholder meetings, instead of one, to replace a majority of the members of the board. These provisions, when
coupled with the provision of our amended and restated certificate of incorporation authorizing only the board of directors to
fill vacant directorships or increase the size of the board of directors, may deter a stockholder from removing incumbent directors
and simultaneously gaining control of the board of directors by filling the vacancies created by such removal with its own nominees.
The amended and restated certificate of incorporation also provides that directors may be removed by stockholders only for cause.
Since the board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult
for existing stockholders or another party to effect a change in management.
Stockholder
Action; Special Meeting of Stockholders. Our amended and restated certificate of incorporation and amended and restated bylaws
do not permit stockholders to act by written consent. They provide that special meetings of our stockholders may be called only
by the chairman of our board of directors, our chief executive officer or a majority of our directors. Further, our amended and
restated certificate of incorporation provides that the stockholders may amend bylaws adopted by the board of directors or specified
provisions of the amended and restated certificate of incorporation by the affirmative vote of at least 66-2/3% of our capital
stock.
Advance
Notice Requirements for Stockholder Proposals and Directors Nominations. Our amended and restated bylaws provide that stockholders
seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an
annual meeting of stockholders, must provide timely notice in writing. To be timely, a stockholder’s notice must be delivered
to or mailed and received at our principal executive offices not more than 120 days or less than 90 days prior to the anniversary
date of the immediately preceding annual meeting of stockholders. However, in the event that the annual meeting is called for
a date that is not within 30 days before or after such anniversary date, notice by the stockholder in order to be timely must
be received not later than the close of business on the 10th day following the date on which notice of the date of the annual
meeting was mailed to stockholders or made public, whichever first occurs. Our amended and restated bylaws also specify requirements
as to the form and content of a stockholder’s notice. These provisions may preclude stockholders from bringing matters before
an annual meeting of stockholders or from nominating directors at an annual meeting of stockholders.
Authorized
But Unissued Shares. Our authorized but unissued shares of common stock and preferred stock are available for future issuance
without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public
offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued
shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of Stereotaxis
by means of a proxy contest, tender offer, merger or otherwise.
Amendments;
Supermajority Vote Requirements. The Delaware General Corporation Law provides generally that the affirmative vote of a majority
of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws,
unless either a corporation’s certificate of incorporation or bylaws require a greater percentage. Our amended and restated
certificate of incorporation imposes supermajority vote requirements of 66-2/3% of the voting power of our capital stock in connection
with the amendment of certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws,
including those provisions relating to the classified board of directors, action by written consent and the ability of stockholders
to call special meetings.
Listing
Our
common stock is listed on the NYSE American under the symbol “STXS”. Neither our Series A Convertible Preferred Stock
or our Series B Convertible Preferred Stock is listed or traded on any national securities exchange.
Transfer
Agent And Registrar
The
transfer agent and registrar for our common stock is Broadridge Corporate Issuer Solutions, Inc. Its address is Broadridge Corporate
Issuer Solutions, 51 Mercedes Way, Edgewood, NY 11717, and its telephone number is (855) 300-4994.
DESCRIPTION
OF WARRANTS
We
may issue warrants, including warrants to purchase preferred stock, common stock or other securities or any combination of the
foregoing. Warrants may be issued independently or as part of a unit with any other securities and may be attached to or separate
from the underlying securities. The warrants will be issued under warrant agreements to be entered into between us and a bank
or trust company, as warrant agent, as detailed in the prospectus supplement relating to warrants being offered.
A
prospectus supplement relating to any warrants being offered will include specific terms relating to the offering, including a
description of any other securities sold together with the warrants. These items will include:
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the
title of the warrants;
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the
aggregate number of the warrants;
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the
price or prices at which the warrants will be issued;
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the
currencies in which the price or prices of the warrants may be payable;
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the
designation, amount, and terms of the common stock, preferred stock or other securities
or rights, including rights to receive payment in cash or securities based on the value,
rate or price of one or more specified commodities, currencies or indices, purchasable
upon exercise of the warrants and procedures by which those numbers may be adjusted;
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the
designation and terms of the other offered securities, if any, with which the warrants
are issued and the number of the warrants issued with each security;
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if
applicable, the date on and after which the warrants and the offered securities purchasable
upon exercise of the warrants will be separately transferable;
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the
price or prices at which the offered securities purchasable upon exercise of the warrants
may be purchased;
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the
date on which the right to exercise the warrants shall commence and the date on which
the right shall expire;
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the
minimum or maximum amount of the warrants that may be exercised at any one time;
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any
terms relating to the modification of the warrants;
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information
with respect to book-entry procedures, if any;
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a
discussion of any material federal income tax considerations; and
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any
other material terms of the warrants, including terms, procedures, and limitations relating
to the transferability, exchange, exercise or redemption of the warrants.
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The
applicable prospectus supplement will describe the specific terms of any warrant units.
As
of February 29, 2020, there were warrants outstanding to purchase 15,385 shares of common stock at a weighted average exercise
price of $0.70.
The
descriptions of the warrant agreements in this prospectus and in any prospectus supplement are summaries of the applicable provisions
of the applicable agreements. These descriptions do not restate those agreements in their entirety and do not contain all of the
information that you may find useful. We urge you to read the applicable agreements because they, and not the summaries, define
your rights as holders of the warrants or any warrant units. For more information, please review the form of the relevant agreements,
which will be filed with the SEC promptly after the offering of the warrants or warrant units and will be available as described
in the heading “Where You Can Find Additional Information” below.
DESCRIPTION
OF RIGHTS
We
may issue rights to purchase common stock, preferred stock, depositary shares, purchase contracts, or warrants. These rights may
be issued independently or together with any other security and may or may not be transferable by the person receiving the rights
in such offering. In connection with any offering of such rights, we may enter into a standby arrangement with one or more underwriters
or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining
unsubscribed for after such offering.
Each
series of rights will be issued under a separate rights agreement which we will enter into with a bank or trust company, as rights
agent, all as set forth in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with
the certificates relating to the rights and will not assume any obligation or relationship of agency or trust with any holders
of rights certificates or beneficial owners of rights.
The
applicable prospectus supplement will describe the specific terms of any offering of rights for which this prospectus is being
delivered, including the following:
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the
date of determining the shareholders entitled to the rights distribution;
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the
number of rights issued or to be issued to each shareholder;
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the
exercise price payable for each share of common stock, preferred stock, depositary shares,
purchase contracts, or warrants upon the exercise of the rights;
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the
number and terms of the shares of common stock, preferred stock, depositary shares, purchase
contracts, or warrants which may be purchased per each right;
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the
extent to which the rights are transferable;
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the
date on which the holder’s ability to exercise the rights shall commence, and the
date on which the rights shall expire;
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the
extent to which the rights may include an over-subscription privilege with respect to
unsubscribed securities;
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if
applicable, the material terms of any standby underwriting or purchase arrangement entered
into by us in connection with the offering of such rights; and
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any
other terms of the rights, including the terms, procedures, conditions, and limitations
relating to the exchange and exercise of the rights.
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The
descriptions of the rights and any applicable underlying security in this prospectus and in any prospectus supplement are summaries
of the material provisions of the applicable agreements. These descriptions do not restate those agreements in their entirety
and may not contain all the information that you may find useful. We urge you to read the applicable agreements because they,
and not the summaries, define many of your rights as holders of the units. For more information, please review the form of the
relevant agreements, which will be filed with the SEC promptly after the offering of units and will be available as described
under the heading “Where You Can Find More Information.”
DESCRIPTION
OF UNITS
We
may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit will
be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit
will have the rights and obligations of a holder of each included security. The units may be issued under units agreements to
be entered into between us and a bank or trust company, as unit agent, as detailed in the prospectus supplement relating to units
being offered. The prospectus supplement will describe:
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the
designation and terms of the units and of the securities comprising the units, including
whether and under what circumstances the securities comprising the units may be held
or transferred separately;
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a
description of the terms of any unit agreement governing the units;
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a
description of the provisions for the payment, settlement, transfer or exchange of the
units;
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a
discussion of material federal income tax considerations, if applicable; and
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whether
the units will be issued in fully registered or global form.
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The
descriptions of the units in this prospectus and in any prospectus supplement are summaries of the material provisions that may
be included in the applicable unit agreements. These descriptions do not restate the terms of any such agreements in their entirety
and may not contain all the information that you may find useful. We urge you to read the applicable agreements because they,
and not the summaries, will define your rights as holders of the units. For more information, please review the form of the relevant
agreements, which will be filed with the SEC promptly after the offering of any units and will be available as described under
the heading “Where You Can Find Additional Information” below.
PLAN
OF DISTRIBUTION
We
may sell any of the securities being offered pursuant to this prospectus in any manner specified in a prospectus supplement or
in any of the following manners:
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directly
to purchasers;
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to
or through underwriters;
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through
dealers or agents; or
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through
a combination of methods.
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We
may distribute the securities from time to time in one or more transactions at a fixed price or prices, which may be changed,
at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices. We
may also determine the price or other terms of the securities offered under this prospectus by use of an electronic auction. The
securities may be sold through an at-the-market offering, a rights offering, forward contracts or similar arrangements.
The
prospectus supplement with respect to the securities being offered will set forth the terms of the offering, including the names
of the underwriters, dealers or agents, if any, the purchase price of the securities, the net proceeds to us, any underwriting
discounts and other items constituting underwriters’ compensation, any discounts or concessions allowed or reallowed or
paid to dealers and any securities exchanges on which the securities may be listed. Also, if applicable, we will describe in the
prospectus supplement how any auction will determine the price or any other terms, how potential investors may participate in
the auction and the nature of the underwriters’ obligations with respect to the auction.
If
underwriters are used in an offering, we will execute an underwriting agreement with the underwriters and will specify the name
of each underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation
of the underwriters and any dealers) in a prospectus supplement. If an underwriting syndicate is used, the managing underwriter(s)
will be specified on the cover of the prospectus supplement. If underwriters are used in the sale, the offered securities will
be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Any public offering
price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Unless otherwise
set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject
to conditions precedent, and the underwriters will be obligated to purchase all of the offered securities if any are purchased.
If
dealers are used in an offering, we will sell the securities to the dealers as principals. The dealers then may resell the securities
to the public at varying prices which they determine at the time of resale. The names of the dealers and the terms of the transaction
will be specified in a prospectus supplement.
The
securities may be sold directly by us or through agents we designate. If agents are used in an offering, the names of the agents
and the terms of the agency will be specified in a prospectus supplement. Unless otherwise indicated in a prospectus supplement,
the agents will act on a best-efforts basis for the period of their appointment.
We
may engage in at-the-market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act.
In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to
third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those
derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including
in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those
sales or to close out any related open borrowings of securities, and may use securities received from us in settlement of those
derivatives to close out any related open borrowings of securities. The third party in such sale transactions will be an underwriter
and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment).
In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell
the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third
party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other
securities.
We
may also make direct sales through subscription rights distributed to our existing stockholders on a pro rata basis, which may
or may not be transferable. In any distribution of subscription rights to our stockholders, if all of the underlying securities
are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one
or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties.
Dealers
and agents named in a prospectus supplement may be deemed to be underwriters (within the meaning of the Securities Act of 1933)
of the securities described therein. In addition, we may sell the securities directly to institutional investors or others who
may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any resales thereof.
Underwriters,
dealers and agents may be entitled to indemnification by us against specific civil liabilities, including liabilities under the
Securities Act of 1933 or to contribution with respect to payments which the underwriters or agents may be required to make in
respect thereof, under underwriting or other agreements. The terms of any indemnification provisions will be set forth in a prospectus
supplement. Certain underwriters, dealers or agents and their associates may engage in transactions with, and perform services
for, us in the ordinary course of business.
Each
series of securities is expected to be a new issue of securities with no established trading market, other than the common stock
which is listed on the NYSE American. Any common stock sold pursuant to a prospectus supplement will be eligible for listing and
trading on the NYSE American, subject to official notice of issuance. Any underwriters to whom securities are sold by us for public
offering and sale may make a market in the securities, but the underwriters will not be obligated to do so and may discontinue
any market making at any time without notice. The securities, other than the common stock, may or may not be listed on a national
securities exchange.
LEGAL
MATTERS
The
validity of the securities offered hereby will be passed upon for us by Bryan Cave Leighton Paisner LLP, St. Louis, Missouri.
Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the
applicable prospectus supplement.
EXPERTS
Ernst & Young LLP,
independent registered public accounting firm, has audited our financial statements and schedule included in our Annual Report
on Form 10-K for the year ended December 31, 2019, and the effectiveness of our internal control over financial reporting as of
December 31, 2019, as set forth in their reports, which are incorporated by reference into this prospectus. Our financial statements
and schedule and our management’s assessment of the effectiveness of internal control over financial reporting as
of December 31, 2019 are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority
as experts in accounting and auditing.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available
to the public over the Internet at the SEC’s website at http://www.sec.gov. The SEC’s website contains reports, proxy
and information statements and other information regarding issuers, such as us, that file electronically with the SEC.
We
have filed with the SEC a registration statement under the Securities Act of 1933 that registers the distribution of these securities.
The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and
the securities. This prospectus does not contain all of the information set forth in the registration statement. You can get a
copy of the registration statement, at prescribed rates, from the SEC at the address listed above. The registration statement
and the documents referred to below under “Incorporation of Certain Documents by Reference” are also available on
our Internet website, http://www.stereotaxis.com, under “Investors—All SEC Filings”. We have not incorporated
by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this prospectus, which means we can disclose important
information to you by referring you to other documents that we filed separately with the SEC. You should consider the incorporated
information as if we reproduced it in this prospectus, except for any information directly superseded by information subsequently
filed with the SEC and incorporated in this prospectus.
We
incorporate by reference into this prospectus the following documents (SEC File No. 001-36159), which contain important
information about us and our business and financial results:
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019; and
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the
description of our common stock contained in our Registration Statement on Form 8-A filed
September 4, 2019.
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We
incorporate by reference any additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 (other than the portions of those made pursuant to Item 2.02 or Item 7.01 of Form 8-K or other
information “furnished” to the SEC) prior to the termination of the offering of the securities to which this prospectus
relates (including documents filed after the initial date of the registration statement of which this prospectus is a part and
prior to the effectiveness of such registration statement). These documents may include periodic reports, like Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as Proxy Statements. Any material that we
subsequently file with the SEC will automatically update and replace the information previously filed with the SEC.
For
purposes of the registration statement of which this prospectus is a part, any statement contained in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies
or supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the registration statement of which this prospectus is a part.
You
may get copies of any of the document incorporated by reference (excluding exhibits, unless the exhibits are specifically incorporated)
at no charge to you by writing or calling the investor relations department at Stereotaxis, Inc., 4320 Forest Park Avenue, Suite
100, St. Louis, Missouri 63108, telephone (314) 678-6100.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuances and Distribution.
The
following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by Stereotaxis in
connection with the issuance and distribution of the securities being registered.
|
SEC registration fee
|
|
$
|
12,980
|
|
|
Legal fees and expenses
|
|
|
*
|
|
|
Accounting fees and expenses
|
|
|
*
|
|
|
FINRA filing fee
|
|
|
*
|
|
|
Transfer agent and registrar fees
|
|
|
*
|
|
|
Miscellaneous expenses
|
|
|
*
|
|
|
Total expenses
|
|
$
|
*
|
|
*The
amount of securities and number of offerings are indeterminable and the expenses cannot be estimated at this time.
Item
15. Indemnification of Directors and Officers.
Our
amended and restated certificate of incorporation 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 Company 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 Company, or any predecessor of the Company, or serves
or served at any other enterprise as a director, officer or employee at the request of the Company.
Our
amended and restated bylaws provide that the Company 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 Company, in its sole discretion, pursuant
to the powers vested in the Company under the Delaware General Corporation Law or any other applicable law. In addition, our amended
and restated bylaws provide that the Company 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 Company or
on behalf of the Company, other than liabilities arising from willful misconduct of a culpable nature. The Company 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.
We
have agreed to indemnify the underwriters and their controlling persons, and the underwriters have agreed to indemnify us and
our controlling persons, against certain liabilities, including liabilities under the Securities Act. Reference is made to the
Underwriting Agreement filed as part of the exhibits hereto.
See
Item 17 for information regarding our undertaking to submit to adjudication the issue of indemnification for violation of the
securities laws.
Stereotaxis
maintains insurance policies that provide coverage to its directors and officers against certain liabilities.
Item
16. Exhibits and Financial Statement Schedules.
The
exhibits listed below are incorporated herein by reference.
|
Exhibit
Number
|
|
Document
Description
|
|
1.1
|
|
Form
of Underwriting Agreement*
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Stereotaxis, incorporated by reference to Exhibit 3.1 of Stereotaxis’ Form 10-Q (File No. 000-50884) for the fiscal quarter ended September 30, 2004
|
|
3.2
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 of Stereotaxis’ Form 8-K (File No. 000-50884) filed on July 10, 2012
|
|
3.3
|
|
Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K (File No. 001-36159) filed on September 30, 2016.
|
|
3.4
|
|
Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K (File No. 001-36159) filed on August 8, 2019.
|
|
3.5
|
|
Restated Bylaws of Stereotaxis, incorporated by reference to Exhibit 3.2 of Stereotaxis’ Form 10-Q (File No. 000-50884) for the fiscal quarter ended September 30, 2004
|
|
4.1
|
|
Form of Specimen Stock Certificate, incorporated by reference to the Registration Statement on Form S-1 (File No. 333-115253) originally filed with the Commission on May 7, 2004, as amended thereafter, at Exhibit 4.1.
|
|
4.2
|
|
Form of Indenture, incorporated by reference to Exhibit 4.2 of the Registrant’s Form Registration Statement on Form S-3K (File No. 333-192606) filed on November 27, 2013.
|
|
4.3
|
|
Form
of Note*
|
|
4.4
|
|
Form
of Warrant Agreement (including form of warrant certificate)*
|
|
4.5
|
|
Form
of Unit Agreement (including form of unit certificate)*
|
|
5.1
|
|
Opinion of Bryan Cave Leighton Paisner LLP
|
|
23.1
|
|
Consent of Ernst & Young LLP
|
|
23.2
|
|
Consent of Bryan Cave Leighton Paisner LLP (included in Exhibit 5.1)
|
|
24.1
|
|
Power of Attorney
|
|
25.1
|
|
Statement
of Eligibility under the Trust Indenture Act of 1939, as amended, of the Senior Trustee, as Trustee under the Indenture**
|
|
*
|
Indicates
document to be filed by amendment or as an exhibit to a report on Form 8-K, Form 10-Q or Form 10-K pursuant to Item 601 of
Regulation S-K and incorporated herein by reference.
|
|
**
|
To
be filed separately pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.
|
Item
17. 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 of 1933;
|
|
|
|
|
|
|
(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% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
|
|
|
|
|
|
|
(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 registration statement is on Form S-3 and
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 the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 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 of 1933, 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 of 1933 to any purchaser:
|
|
|
(i)
|
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) 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) as part of a 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 of 1933 shall be deemed to be part of and included in the 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 a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the 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 the registration statement or prospectus that was part of the registration statement or made in any such document
immediately prior to such effective date.
|
|
(5)
|
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
|
|
|
|
|
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
|
|
|
|
|
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
|
|
|
|
|
(iv)
|
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
(b)
|
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) 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.
|
|
|
|
|
(c)
|
The
undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to
set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the
amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof.
If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the
prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
|
|
|
|
|
(d)
|
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.
|
|
|
|
|
(e)
|
The
undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed
by the Commission under Section 305(b)(2) of the Trust Indenture Act.
|
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-3 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 March 16, 2020.
|
|
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 by the following persons in the
capacities indicated and on the dates indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/
David L. Fischel
|
|
Chairman
and Chief Executive Officer
|
|
March
16, 2020
|
|
David
L. Fischel
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
|
|
/s/
Kimberly R. Peery
|
|
Chief
Financial Officer (principal
|
|
March
16, 2020
|
|
Kimberly
R. Peery
|
|
financial officer and principal accounting officer)
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March
16, 2020
|
|
David
W. Benfer
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March
16, 2020
|
|
Nathan
Fischel
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March
16, 2020
|
|
Arun
S. Menawat
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March
16, 2020
|
|
Joe
Kiani
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March
16, 2020
|
|
Robert
J. Messey
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March
16, 2020
|
|
Ross
B. Levin
|
|
|
|
|
|
|
|
|
|
|
|
*By:
/s/Kimberly S. Peery
|
|
|
|
|
|
Kimberly
S. Peery
Attorney-in-fact
|
|
|
|
|
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