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): September 12, 2019
STEREOTAXIS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-36159 | 94-3120386 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 4320 Forest Park Avenue, Suite 100, St. Louis, Missouri | 63108 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(314) 678-6100
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.001 Par Value | STXS | NYSE American |
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. [ ]
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(b) On September 12, 2019, Martin C. Stammer, Chief Financial Officer of Stereotaxis, Inc. (the “Company”), notified the Company of his decision to resign from the Company effective September 30, 2019.
(c) Ms. Kimberly R. Peery will serve as the Company’s Chief Financial Officer, and she will also be assuming the duties of principal financial officer and principal accounting officer of the Company, effective October 1, 2019. Ms. Peery, 50, first joined the Company in 2003 and has held various positions of increasing responsibility, including most recently, as Vice President of Finance and Information Technologies. Prior to joining the Company, she served as a controller at various private companies. Ms. Peery is a Certified Public Accountant.
Beginning on October 1, 2019, Ms. Peery will receive an annual base salary of $220,000 and will be eligible to receive an annual discretionary bonus. She will also be entitled to receive equity awards and will participate in other benefit and compensation plans, which are available to all other full-time employees.
There is no arrangement between Ms. Peery and any other persons pursuant to which she was selected as principal financial officer and principal accounting officer of the Company. Ms. Peery does not have any relationship or related person transaction with the Company that would require disclosure pursuant to Item 401(d) of SEC regulation S-K.
The Company is not aware of any transactions or proposed transactions in which the Company was or is to be a participant since January 1, 2018, in which the amount involved exceeds $120,000, and in which Ms. Peery had, or will have, a direct or indirect material interest.
A copy of the September 16, 2019 press release announcing Mr. Stammer’s resignation and Ms. Peery’s assumption of new duties is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit Number | Description | ||
| 99.1 | Stereotaxis, Inc. Press Release Dated September 16, 2019 |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STEREOTAXIS, INC. | ||
| Date: September 16, 2019 | By: | /s/ Martin C. Stammer |
| Name: | Martin C. Stammer | |
| Title: | Chief Financial Officer | |
| 3 |
Exhibit 99.1
 |
Stereotaxis Announces CFO Transition
ST. LOUIS, MO, Sept. 16, 2019 – Stereotaxis (NYSE American: STXS), the global leader in innovative robotic technologies for the treatment of cardiac arrhythmias, today announced that Kimberly Peery has been appointed Stereotaxis Chief Financial Officer, effective October 1, 2019. Martin Stammer, who has served as Chief Financial Officer since 2013, has accepted a position as the CFO of a large professional services firm headquartered in the St. Louis area and will resign from the Company, effective September 30, 2019.
“I have really enjoyed my time at Stereotaxis and firmly believe in the future of the Company,” said Martin Stammer. “I have the utmost confidence in Kim and her team and look forward to seeing them achieve many additional milestones.”
Kimberly Peery joined Stereotaxis in 2003 and currently serves as Vice President of Finance. Prior to Stereotaxis, she served as a controller at various private companies. Ms. Peery is a Certified Public Accountant and earned a Bachelor of Science in Accounting and Master of Science in Accounting and Computer Science from Southern Illinois University, Edwardsville. She commented, “I appreciate the confidence placed in me by the Stereotaxis Board of Directors and look forward to becoming CFO in this exciting period for Stereotaxis.”
David Fischel, Chairman and CEO of Stereotaxis, commented, “I appreciate Marty’s contributions to Stereotaxis over many years and wish him well in his future endeavors. He leaves us in a strong position following our recently completed financing and uplisting to the NYSE American. I am excited to work with Kim and congratulate her on her new leadership role.”
About Stereotaxis
Stereotaxis is the global leader in innovative robotic technologies designed to enhance the treatment of arrhythmias and perform endovascular procedures. Its mission is the discovery, development and delivery of robotic systems, instruments, and information solutions for the interventional laboratory. These innovations help physicians provide unsurpassed patient care with robotic precision and safety, improved lab efficiency and productivity, and enhanced integration of procedural information. Stereotaxis’ robotic technology has received various regulatory clearances in the United States, European Union, Japan, Canada, China, and elsewhere. The Stereotaxis Genesis RMN System is CE marked and will become available in other global geographies subject to regulatory approvals. Stereotaxis Imaging Model S is CE marked and FDA cleared. For more information, please visit www.stereotaxis.com.
This press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe”, “estimate”, “project”, “expect” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, the Company's ability to raise additional capital on a timely basis and on terms that are acceptable, its ability to continue to manage expenses and cash burn rate at sustainable levels, its ability to continue to work with lenders to extend, repay or refinance indebtedness, or to obtain additional financing, in either case on acceptable terms, continued acceptance of the Company's products in the marketplace, the effect of global economic conditions on the ability and willingness of customers to purchase its systems and the timing of such purchases, competitive factors, changes resulting from healthcare reform in the United States, including changes in government reimbursement procedures, dependence upon third-party vendors, timing of regulatory approvals, and other risks discussed in the Company's periodic and other filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release. There can be no assurance that the Company will recognize revenue related to its purchase orders and other commitments in any particular period or at all because some of these purchase orders and other commitments are subject to contingencies that are outside of the Company's control. In addition, these orders and commitments may be revised, modified, delayed or canceled, either by their express terms, as a result of negotiations, or by overall project changes or delays.
Company Contacts:
David L. Fischel
Chairman and Chief Executive Officer
Martin C. Stammer
Chief Financial Officer
314-678-6100
investors@stereotaxis.com