Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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  •  4,295,395 shares of our common stock issuable upon the exercise of warrants outstanding as of March 31, 2004 at a weighted average exercise price of $2.36 per share;
 
  •  up to 1,693,257 additional shares of our common stock reserved for issuance as of March 31, 2004 under our 2002 Stock Incentive Plan and our 2002 Non-Employee Directors’ Stock Plan as well as additional shares that will be reserved in connection with automatic annual increases to the number of shares issuable under the terms of our 2002 Stock Incentive Plan, as described under “Management — Employee Benefit Plans — 2002 Stock Incentive Plan”; and
 
  •  66,355 shares of common stock held in treasury purchased at an average price of $0.27 per share.

       The table does not reflect any conversion of outstanding common stock warrants into shares of our common stock as a result of any deemed cashless exercise of those warrants. See “Description of Capital Stock — Warrants”.

DILUTION

       If you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering. Our historical net tangible book value as of March 31, 2004 was approximately $31,634,552, or $5.70 per share, based on 5,547,175 shares of common stock outstanding as of March 31, 2004. Historical net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the actual number of shares of common stock outstanding. Our pro forma net tangible book value as of March 31, 2004 was approximately $                    , or $                     per share of our common stock, based on                      shares of common stock outstanding after giving effect to the conversion of all outstanding shares of our convertible preferred stock and a $2 million convertible promissory note into common stock upon the closing of this offering. Pro forma net tangible book value per share as of March 31, 2004 represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the pro forma number of shares of common stock outstanding before giving effect to this offering.

       After giving effect to our sale of                      shares of common stock offered by this prospectus at an assumed public offering price of $          per share and after deducting underwriting discounts and commission and estimated offering expenses payable by us, our pro forma net tangible book value will be $                    , or approximately $           per share. This represents an immediate increase in pro forma net tangible book value of $           per share to existing stockholders and an immediate dilution in pro forma net tangible book value of $           per share to new investors. Dilution in historical net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the net tangible book value per share of our common stock immediately afterwards. The following table illustrates this per share dilution.

                   
Assumed public offering price per share
          $    
 
Historical net tangible book value per share as of March 31, 2004
  $ 5.70          
 
Decrease per share due to the conversion of all shares of preferred stock and the conversion of our $2 million convertible note
               
     
         
 
Pro forma net tangible book value per share as of March 31, 2004
               
 
Increase per share attributable to new investors
               
     
         
 
Pro forma net tangible book value per share after the offering
               
             
 
Dilution per share to new investors
          $    
             
 

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