Current Report Filing (8-k)
May 26 2020 - 9:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(D) of the Securities Exchange Act Of 1934
Date
of report (Date of earliest event reported): May 25, 2020
STEREOTAXIS,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
001-36159
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94-3120386
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4320
Forest Park Avenue, Suite 100, St. Louis, Missouri
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63108
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(314)
678-6100
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities
registered pursuant to Section 12(b) of the Act: [ ]
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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STXS
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NYSE
American LLC
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Item
1.01.
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Entry
into a Material Definitive Agreement.
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On May 25, 2020, Stereotaxis, Inc.
(the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Consonance
Capital Opportunity Master Fund, LP and P Consonance Opportunities Ltd. (collectively, the “Investors”) relating to
the registered offering (the “Offering”) of 3,658,537 shares of the Company’s common stock, $0.001 par value
(the “Shares”). The Investors have agreed to purchase the Shares pursuant to the Purchase Agreement at a price of
$4.10 per share, which will result in approximately $15 million of gross proceeds to the Company before deducting expenses of
the Offering.
The
Offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-237194) under the Securities Act of
1933, as amended, that the Company filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2020,
and that was declared effective by the SEC on April 13, 2020, and a related prospectus supplement. The closing of the Offering
is expected to take place on or about May 28, 2020, subject to the satisfaction of customary closing conditions.
On
May 26, 2020, the Company issued a press release announcing that it had entered into the Purchase Agreement. The press release
is filed herewith as Exhibit 99.1.
The
foregoing description is qualified in its entirety by the terms of the Purchase Agreement, which is incorporated herein by reference
and attached hereto as Exhibit 10.1.
In
connection with the offer and sale of the Shares pursuant to the Registration Statement, as
described under Item 1.01 above, the Company is filing this Current Report on Form 8-K to file the following exhibits to the Registration
Statement, and such exhibits are hereby incorporated by reference into the Registration Statement: (i) the Purchase Agreement
(Exhibit 10.1 to this Current Report on Form 8-K) and (ii) the opinion of counsel with respect to the status of the Shares (Exhibit
5.1 to this Current Report on Form 8-K).
Item
9.01.
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Financial
Statements and Exhibits.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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STEREOTAXIS,
INC.
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Date:
May 26, 2020
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By:
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/s/
Kimberly R. Peery
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Name:
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Kimberly
R. Peery
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Title:
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Chief
Financial Officer
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