Stereotaxis acquires APT for stock; earnouts based on revenue & regulatory milestones

Stereotaxis, Inc.

Acquires APT, a diagnostic catheter maker, for stock consideration; earnouts tied to global revenue and US/EU regulatory milestones for robotically-navigated catheters.
Upfront stock consideration ~6.1M shares (~25% of total); closing expected Q3 2024 subject to APT shareholder approval and debt restructuring.
APT must pay Stereotaxis a $1.0M termination fee if it breaches non-solicitation restrictions.
At annual meeting, shareholders re-elected David Fischel, ratified Ernst & Young, approved +4M shares for stock plan and +250K shares for ESPP.

item 1.01 item 3.02 item 5.07

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Stereotaxis, Inc. entered into Share Purchase Agreement with APT Holding Company, Inc. (effective 2024-05-11).

Action: entry
Agreement: asset purchase
Counterparty: APT Holding Company, Inc.
Effective: 2024-05-11

Exact text from the filing

On May 11, 2024, Stereotaxis, Inc. (“Stereotaxis” or the “Company”) entered into a Share Purchase Agreement with APT Holding Company, Inc., a Minnesota corporation (the “Seller”), to acquire (the “Acquisition”) all of the equity interests of Access Point Technologies EP, Inc., a Minnesota corporation (“APT”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Stereotaxis, Inc. entered into Voting and Support Agreement with certain shareholders of Seller who collectively hold approximately 60% of the voting power of the Seller (the “APT Shareholders”).

Action: entry
Counterparty: certain shareholders of Seller who collectively hold approximately 60% of the voting power of the Seller (the “APT Shareholders”)

Exact text from the filing

Contemporaneously with the execution of the Share Purchase Agreement, Stereotaxis and certain shareholders of Seller who collectively hold approximately 60% of the voting power of the Seller (the “APT Shareholders”) entered into a voting and support agreement (the “Voting and Support Agreement”).

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Stereotaxis, Inc. shareholders approved Approve an amendment to the 2022 Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance thereunder by 250,000 shares at the 2024-05-15 meeting.

Proposal: equity plan
Outcome: passed
Meeting: 2024-05-15

Exact text from the filing

(4) Proposal to approve an amendment to the 2022 Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance thereunder by 250,000 shares: Number of Votes For: 45,897,897 Number of Votes Against: 962,071 Number of Votes Abstain: 348,698 Number of Broker Non-Votes: 22,506,714

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Stereotaxis, Inc. shareholders approved Approve an amendment to the Stereotaxis, Inc. 2022 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 4,000,000 shares at the 2024-05-15 meeting.

Proposal: equity plan
Outcome: passed
Meeting: 2024-05-15

Exact text from the filing

(3) Proposal to approve an amendment to the Stereotaxis, Inc. 2022 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 4,000,000 shares : Number of Votes For: 43,498,362 Number of Votes Against: 3,355,275 Number of Votes Abstain: 355,029 Number of Broker Non-Votes: 22,506,714

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Stereotaxis, Inc. shareholders approved Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024 at the 2024-05-15 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2024-05-15

Exact text from the filing

(2) Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024: Number of Votes For: 69,449,549 Number of Votes Against: 231,067 Number of Votes Abstain: 34,764

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Stereotaxis, Inc. shareholders approved Election of one director as a Class II director at the 2024-05-15 meeting.

Proposal: director election
Outcome: passed
Meeting: 2024-05-15

Exact text from the filing

Proposal 1, the election of one director, was determined by a plurality of votes cast. The Board’s nominee for director was elected to serve until the Company’s 2027 annual meeting, consistent with the proposal, or until his successor is elected and qualified, by the votes set forth in the table below.

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Stereotaxis, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-24-020281

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