Stereotaxis
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PRE 14A
STEREOTAXIS, INC. filed this Form PRE 14A on 03/28/2019
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The reduction in the number of authorized common shares would not have any impact on our outstanding Series A Convertible Preferred Stock, the total number of authorized shares of which would remain at 10,000,000 in any event.

 

In Proposal No. 4 above, we are asking our shareholders to approve a reverse stock split of our common stock. Proposals No. 4 and No. 5 are independent proposals and are not conditioned on each other. If our shareholders approve this Proposal No. 5, but do not approve Proposal No. 4, and our Board decides to reduce the authorized number of shares, we may have an insufficient number of authorized and unissued common shares available for issuance for appropriate future corporate purposes, including equity financing transactions, debt-for-equity refinancing transactions, refinancing transactions with an equity component, acquisitions involving equity consideration and other equity considerations that the Board of Directors may determine to be in the best interests of the Company and its shareholders from time to time. In that event, the Board of Directors may be required to seek shareholder approval of an increase in our authorized number of common shares. We will not reduce the authorized number of common shares below the number of outstanding common shares in any event.

 

The proposed decrease in the number of authorized shares of our common stock could have adverse effects on us. We will have less flexibility to issue shares of common stock, including in connection with a potential merger or acquisition, other strategic transaction or follow-on offering if the number of authorized shares of our common stock is reduced. In the event that our Board of Directors determines that it would be in the best interests of the Company and its shareholders to issue a number of shares of common stock in excess of the number of then authorized but unissued and unreserved shares, we would be required to seek the approval of our shareholders to increase the number of shares of authorized common stock. If we are not able to obtain the approval of our shareholders for such an increase in a timely fashion, we may be unable to take advantage of opportunities that might otherwise be advantageous to us and our shareholders.

 

Vote Required

 

The affirmative votes of (1) 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) and (2) a majority of the shares of common stock outstanding as of the Record Date, voting as a separate class, are required to approve the amendment to our certificate of incorporation to decrease the number of authorized shares of common stock.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 5.

 

PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The table below shows the fees charged by Ernst & Young LLP, our independent registered public accountants, for professional services for fiscal year 2017 and an estimate of the fees we expect to be billed by Ernst & Young LLP for professional services for fiscal year 2018:

 

    Amount Billed for Fiscal Year  
Description of Professional Service     2017       2018  
Audit Fees – professional services rendered for the audit of our annual financial statements and review of financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.     328,000       358,853  
Audit-Related Fees – assurance and related services by Ernst & Young LLP that are reasonably related to the performance of the audit or review of financial statements and are not reported as “Audit Fees.”     -       -  
Tax Fees – professional services rendered by Ernst & Young LLP for tax compliance, tax advice and tax planning.     -       -  
All Other Fees     -       -  
Total Ernst & Young LLP Fees     328,000       358,853  

 

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