Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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       If the underwriters exercise their over-allotment option to purchase additional shares in this offering in full, our pro forma net tangible book value after the offering will be approximately $          or $           per share, representing an immediate increase in pro forma net tangible book value of $           per share to our existing stockholders and an immediate dilution in pro forma net tangible book value per share to new investors purchasing shares in this offering.

       The following table sets forth, as of March 31, 2004, the number of shares of common stock purchased from us, the total consideration paid and average price per share paid by existing stockholders and by the new investors, before deducting underwriting discounts and commissions and estimated offering expenses payable by us, using an assumed public offering price of $                     per share.

                                           
Shares purchased Total consideration


Average price
Number Percent Amount Percent per share





Existing stockholders
              %   $           %   $    
New investors
                                       
     
     
     
     
         
 
Total
            100.0 %   $         100.0 %        
     
     
     
     
         

       If the underwriters exercise their over-allotment option in full, our existing stockholders would own                % and our new investors would own                % of the total number of shares of our common stock outstanding after this offering.

       The tables above are based on 5,547,175 shares of common stock issued and outstanding as of March 31, 2004 and also reflect the automatic conversion of all of our preferred stock into an aggregate of 66,436,116 shares of common stock and the automatic conversion of a $2 million convertible promissory note into         shares of common stock, assuming an offering price of $        per share. These tables do not include, as of March 31, 2004:

  •  7,418,310 shares of common stock issuable upon exercise of outstanding options, at a weighted average exercise price of $1.33 per share;
 
  •  4,295,395 shares of common stock issuable upon the exercise of outstanding warrants, 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 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 at a weighted average purchase price of $0.27 per share.

       Assuming exercise of all of our outstanding stock options and warrants, the pro forma net tangible book value per share would be reduced and further dilute new investors an additional $           per share, to $           per share, the number of shares purchased by existing stockholders would be increased to           , or      % of total shares purchased, and the total consideration would be increased to           , or      % of total consideration.

       In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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