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): August 7, 2019

 

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)

 

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))

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 Par Value		STXS		OTCQX

 

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 7.01. Regulation FD Disclosure

 

In order to illustrate its compliance with the initial listing standards of a national exchange, Stereotaxis, Inc. (the “Company”) is disclosing under this Item 7.01 of this Current Report on Form 8-K a balance sheet which summarizes the Company’s position as of June 30, 2019 (i) on an actual basis and (ii) on an as adjusted basis, which adjusts for the completion of a previously disclosed private placement of the Company’s equity securities to certain institutional and other accredited investors on August 7, 2019 (the “Private Placement”).

 

This information includes certain unaudited supplemental financial information of the Company as of June 30, 2019 for informational purposes for interested investors.

 

The table attached as Exhibit 99.1 summarizes the Company’s cash and cash equivalents and certain other items from its historical consolidated balance sheet as of June 30, 2019:

 

	●	on an actual basis; and
	●	on an as adjusted basis to give effect to the sale in the Private Placement of (i) 6,585,000 shares of the Company’s common stock, $0.001 par value per share, at a price of $2.05 per share and (ii) 5,610,121 shares of the Company’s Series B Convertible Preferred Stock, $0.001 par value per share, which are convertible into shares of the Company’s common stock, at a price of $2.05 per share, for aggregate net proceeds of approximately $23.1 million, after offering expenses.

 

The information furnished in this Item 7.01 (including the table 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 table 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.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits:

 

	Exhibit Number		Description
	99.1		Stereotaxis, Inc. Unaudited Actual and As Adjusted Balance Sheet as of June 30, 2019

 

 

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: August 22, 2019	By:	/s/ Martin C. Stammer
	Name:	Martin C. Stammer
	Title:	Chief Financial Officer

 

  

 

Exhibit 99.1

 

STEREOTAXIS, INC.

BALANCE SHEET

UNAUDITED ACTUAL AND AS ADJUSTED

JUNE 30, 2019

 

		June 30, 2019 as reported				Adjustments as a result of August financing				June 30, 2019 including August financing
		(Unaudited)				(Unaudited)				(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	8,471,914			$	23,130,000	(1)		$	31,601,914
Accounts receivable, net of allowance of $502,251			4,997,148								4,997,148
Inventories, net			1,560,116								1,560,116
Prepaid expenses and other current assets			514,408								514,408
Total current assets			15,543,586				23,130,000				38,673,586
Property and equipment, net			297,494								297,494
Operating lease right-of-use assets			5,245,842								5,245,842
Other assets			168,153								168,153
Total assets		$	21,255,075			$	23,130,000			$	44,385,075
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable		$	1,642,049							$	1,642,049
Accrued liabilities			2,376,058								2,376,058
Deferred revenue			6,537,988								6,537,988
Current portion of operating lease liabilities			2,223,023								2,223,023
Total current liabilities			12,779,118				-				12,779,118
Long-term deferred revenue			508,772								508,772
Operating lease liabilities			3,048,650								3,048,650
Other liabilities			260,947								260,947
Total liabilities			16,597,487				-				16,597,487
Convertible preferred stock (10,000,000 shares authorized):
Convertible preferred stock, par value $0.001; Series A, 23,855 shares outstanding			5,948,953								5,948,953
Stockholders’ equity (deficit):
Common stock, par value $0.001; 300,000,000 shares authorized, 59,383,038 issued at 6/30/19 as reported and 65,968,038 issued at 6/30/19 as adjusted			59,383				6,585	(2)			65,968
Convertible preferred stock, par value $0.001; Series B, 0 shares outstanding at 6/30/19 as reported, 5,610,121 shares outstanding at 6/30/19 as adjusted			-				5,610	(3)			5,610
Additional paid-in capital			479,127,279				23,117,805	(1)			502,245,084
Treasury stock, 4,015 shares			(205,999	)							(205,999	)
Accumulated deficit			(480,272,028	)							(480,272,028	)
Total stockholders’ equity (deficit)			(1,291,365	)			23,130,000				21,838,635
Total liabilities and stockholders’ equity (deficit)		$	21,255,075			$	23,130,000			$	44,385,075

 

(1) Effect of sale of (i) 6,585,000 shares of the Company’s common stock and (ii) 5,610,121 shares of the Company’s Series B Convertible Preferred Stock, in each case at a price of $2.05 per share (the “Private Placement”), net of expenses.

 

(2) Effect of issuance of 6,585,000 shares of the Company’s common stock in the Private Placement.

 

(3) Effect of issuance of 5,610,121 shares of the Company’s Series B Convertible Preferred Stock in the Private Placement.