Stereotaxis
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PRE 14A
STEREOTAXIS, INC. filed this Form PRE 14A on 03/28/2019
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In general, the aggregate tax basis in the shares of our common stock received pursuant to the reverse stock split should equal the aggregate tax basis of the shares of our common stock surrendered (excluding any portion of such basis that is allocated to any fractional share of our common stock for which cash is received). The shareholder’s holding period in the shares of our common stock received should include the holding period in the shares of our common stock surrendered pursuant to the reverse stock split. Treasury regulations promulgated under the Code provide detailed rules for allocating the tax basis and holding period of the shares of our common stock surrendered to the shares of our common stock received pursuant to the reverse stock split. Holders of shares of our common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

 

U.S. and Non-U.S. Holders may be subject to information reporting with respect to the receipt of cash in lieu of fractional shares unless such holders can establish an exemption. In addition, U.S. Holders may be subject to a backup withholding tax on the cash paid in lieu of fractional shares if they do not provide their taxpayer identification numbers in the manner required or otherwise fail to comply with applicable backup withholding tax rules. In general, backup withholding will not apply to the cash paid in lieu of fractional shares to a Non-U.S. Holder if the Non-U.S. Holder establishes an exemption, for example, by properly certifying its non-U.S. status on an IRS Form W-8BEN (or other applicable form). Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules will be allowed as a refund or credit against a shareholder’s U.S. federal income tax liability provided the required information is furnished to the IRS.

 

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT DEPEND UPON THE PARTICULAR CIRCUMSTANCES OF EACH SHAREHOLDER. ACCORDINGLY, EACH SHAREHOLDER IS ADVISED TO CONSULT THE SHAREHOLDER’S TAX ADVISOR WITH RESPECT TO ALL OF THE POTENTIAL TAX CONSEQUENCES TO THE SHAREHOLDER OF A REVERSE STOCK SPLIT.

 

Vote Required

 

The affirmative vote of a majority of the combined number of shares of common stock outstanding as of the Record Date and the number of shares of common stock into which the Series A Convertible Preferred Stock are convertible as of the Record Date (subject to specified beneficial ownership limitations) is required to approve the amendment to our certificate of incorporation to accomplish the reverse stock split of our common stock.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 4.

 

PROPOSAL 5: APPROVAL OF AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO AUTHORIZE A REDUCTION OF THE NUMBER OF SHARES OF OUR COMMON STOCK FROM 300,000,000 TO 100,000,000 SHARES

 

The Company’s Board of Directors has adopted a resolution approving and recommending to the Company’s shareholders for their approval a proposal to amend our certificate of incorporation to reduce the authorized number of shares of our common stock from 300,000,000 to 100,000,000 shares. If the shareholders approve this Proposal No. 5, the Board of Directors will have the authority to decide, at any time prior to 12 months after the date of the Annual Meeting, whether to implement the decrease in authorized common shares. If the Board of Directors decides to implement the reduction in authorized common shares, the reduction will become effective upon the filing of an amendment to our certificate of incorporation with the Secretary of State of the State of Delaware (“Authorized Stock Amendment”).

 

The Board of Directors reserves the right, even after shareholder approval, to abandon or postpone the filing of the Authorized Stock Amendment if the Board of Directors determines that it is not in the best interest of the Company and the shareholders. If the proposal to reduce our authorized common shares is approved by the shareholders but is not implemented by the Board of Directors within 12 months from the Annual Meeting, the proposal will be deemed abandoned, without any further effect. In that case, the Board of Directors may again seek shareholder approval at a future date for a reduction in the number of authorized common shares if it deems such action to be advisable at that time.

 

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