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): April 30, 2015
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)
(Former Name or Former Address, if Changed Since Last Report)
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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On April 30, 2015, Duane DeSisto was elected to the Board of Directors of Stereotaxis, Inc. (the “Company”). There is no arrangement between Mr. DeSisto and any other persons pursuant to which he was selected as a director. Committee assignments for Mr. DeSisto will be determined at a later date. Mr. DeSisto will receive 20,000 restricted share units and other compensation on the same basis as all other non-management Directors of the Company, as described under “Director Compensation” in the Company’s Proxy Statement for its 2015 Annual Meeting of Shareholders.
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, 2014, in which the amount involved exceeds $120,000, and in which Mr. DeSisto had, or will have, a direct or indirect material interest.
| Item 7.01. | Regulation FD Disclosure |
On May 4, 2015, the Company issued a press release (the “Press Release”) announcing the election of Mr. DeSisto to the Board of Directors of the Company. A copy of the Press Release is being filed as Exhibit 99.1, hereto, and the statements contained therein are incorporated by reference herein.
The information furnished in this Item 7.01 (including the Press Release attached as Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. In addition, this report (including the Press Release attached as Exhibit 99.1) shall not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely as a requirement of this Item.
Forward Looking Statements and Additional Information
Statements are made herein or incorporated herein that are “forward-looking statements” as defined by the Securities and Exchange Commission (the “SEC”). All statements, other than statements of historical fact, included or incorporated herein that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are not guarantees of future events or the Company’s future performance and are subject to risks, uncertainties and other important factors that could cause events or the Company’s actual performance or achievements to be materially different than those projected by the Company. For a full discussion of these risks, uncertainties and factors, the Company encourages you to read its documents on file with the SEC. Except as required by law, the Company does not intend to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
| 99.1 | Stereotaxis, Inc. Press Release dated May 4, 2015 | |
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: May 4, 2015 | By: | /s/ Karen Witte Duros | ||||
| Name: | Karen Witte Duros | |||||
| Title: | Sr. Vice President and General Counsel | |||||
EXHIBIT INDEX
| 99.1 | Stereotaxis, Inc. Press Release dated May 4, 2015 | |
Exhibit 99.1
Stereotaxis Elects Medical Device Industry Veteran Duane DeSisto
to Board of Directors
ST. LOUIS, MO, May 4, 2015 – Stereotaxis, Inc. (NASDAQ: STXS), a global leader in innovative technologies for the treatment of cardiac arrhythmias, today announced the election of medical device industry veteran Duane DeSisto to its Board of Directors. Mr. DeSisto was previously President, CEO and Director of Insulet Corporation, developers of the groundbreaking OmniPod Insulin Management System, before retiring in September 2014. His appointment increases the number of Stereotaxis board members to eight.
“Duane brings more than 25 years of experience in the medical device industry and is a visionary business leader with a highly successful track record of driving and managing transformational growth in startup and public companies,” said William C. Mills, Stereotaxis Chief Executive Officer. “His extensive background in operational leadership and commercialization of advanced medical therapies will be a valuable resource for Stereotaxis as we continue to innovate and grow.”
Mr. DeSisto served as President and CEO of Insulet since 2001, where he led the creation and commercial adoption of the Company’s debut product, OmniPod, the world’s first tubing-free disposable insulin pump. Under Mr. DeSisto, Insulet grew from an early-stage company to a market cap of more than $2 billion and was nationally recognized for its technology design and rapid growth, including being listed fourth on Forbes’ “Most Innovative Growth Companies” in 2014 with five-year average sales growth of 47 percent. Prior to that, he also served as Chief Financial Officer of AAI-Foster Grant and Zoll Medical Corporation. Mr. DeSisto graduated with a B.S. degree from Providence College and an M.B.A. from Bryant College.
“Stereotaxis is an exciting organization, with technology that has the potential to become the standard of care in an industry that is trending towards automation,” said Mr. DeSisto. “I look forward to working with the Stereotaxis Board and leadership team to help further the commercial success of their innovative products.”
About Stereotaxis
Stereotaxis is a healthcare technology and innovation leader in the development of robotic cardiology instrument navigation systems designed to enhance the treatment of arrhythmias and coronary disease, as well as information management solutions for the interventional lab. Over 100 issued patents support the Stereotaxis platform, which helps physicians around the world provide unsurpassed patient care with robotic precision and safety, improved lab efficiency and productivity, and enhanced integration of procedural information. Stereotaxis’ core Epoch™ Solution includes the Niobe® ES remote magnetic navigation system, the Odyssey® portfolio of lab optimization, networking and patient information management systems and the Vdrive® robotic navigation system and consumables.
The core components of Stereotaxis systems have received regulatory clearance in the U.S., European Union, Canada, China, Japan and elsewhere. The V-Sono™ ICE catheter manipulator, V-Loop™ variable loop catheter manipulator and V-CAS™ catheter advancement system have received U.S. clearance. 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 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 the recently enacted healthcare reform in the U.S., 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.
| Stereotaxis Contact: | ||||||
| Martin Stammer | Todd Kehrli / Jim Byers | |||||
| Chief Financial Officer | MKR Group, Inc. | |||||
| 314-678-6155 | 323-468-2300 | |||||
| stxs@mkr-group.com |