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): June 1, 2018
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On June 1, 2018, Ross B. Levin was elected to the Board of Directors of Stereotaxis, Inc. (the “Company”). There is no arrangement between Mr. Levin and any other persons pursuant to which he was selected as a director. Mr. Levin will serve on the Company’s Audit Committee. Mr. Levin will receive 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 2018 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, 2017, in which the amount involved exceeds $120,000, and in which Mr. Levin had, or will have, a direct or indirect material interest.
On June 1, 2018, Fred A. Middleton resigned as a director of the Company effective immediately. Mr. Middleton had also served on the Company’s Compensation Committee. There was no disagreement between Mr. Middleton and the Company, known to any of the Company’s executive officers, on any matter relating to the Company’s operations, policies or practices.
| Item 7.01. | Regulation FD Disclosure |
On June 4, 2018, the Company issued a press release (the “Press Release”) announcing the election of Mr. Levin to the Board of Directors of the Company. A copy of the Press Release is being furnished 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 June 4, 2018
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: June 4, 2018 |
By: | /s/ Martin C. Stammer | ||||
| Name: | Martin C. Stammer | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
Stereotaxis Announces Changes to its Board of Directors
ST. LOUIS, MO, June 4, 2018 – Stereotaxis, Inc. (OTCQX: STXS), the global leader in innovative robotic technologies for the treatment of cardiac arrhythmias, today announced the appointment of Ross B. Levin to its board of directors. Mr. Levin is the Director of Research at Arbiter Partners, a successful New York-based investment fund and shareholder of Stereotaxis. Mr. Levin serves on the board of directors for NYSE-listed Capital Senior Living Corporation and is Vice Chairman of the Cerebral Palsy Associations of New York State.
“Stereotaxis has the potential to transform endovascular medicine and improve patient care,” said Mr. Levin. “I am excited to join the board and look forward to actively contributing to the effort to build a highly successful and impactful company.”
Concurrent with the appointment of Mr. Levin, Stereotaxis also announced that Fred A. Middleton is retiring from the board. Mr. Middleton and Sanderling Ventures were among the first institutional investors in Stereotaxis and Mr. Middleton has served on the board of directors since the company’s earliest days as a start-up. “I have enjoyed my time helping Stereotaxis grow from a promising new technology to a global company with clinically and commercially validated surgical robotic systems in cardiology that have successfully treated over 100,000 patients to date,” commented Mr. Middleton. “I am also encouraged by the commitment of Stereotaxis’ management and investors to the continued innovation of the Company’s technology platform which I believe should create a path for greater clinical adoption and growth.”
Chairman of the Board and CEO, David Fischel, remarked on the transition, “We appreciate Fred’s many contributions over the years in nurturing and supporting Stereotaxis’ progress. We are excited to have Ross join the board.”
About Stereotaxis
Stereotaxis is the global leader in innovative robotic technologies designed to enhance the treatment of arrhythmias and perform endovascular procedures. Its mission is the discovery, development and delivery of robotic systems, instruments, and information solutions for the interventional laboratory. These innovations help physicians provide unsurpassed patient care with robotic precision and safety, improved lab efficiency and productivity, and enhanced integration of procedural information. Over 100 issued patents support the Stereotaxis platform. The core components of Stereotaxis’ systems have received regulatory clearance in the United States, European Union, Japan, Canada, China, and elsewhere. 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, or to obtain additional financing, in either case 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 healthcare reform in the United States, 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.
Company Contacts:
David L. Fischel
Chairman and Chief Executive Officer
Martin C. Stammer
Chief Financial Officer
314-678-6100
investors@stereotaxis.com