--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-24-020281" form_type: "8-K" ticker: "STXS" cik: "0001289340" company_name: "Stereotaxis, Inc." filed_at: "2024-05-16T23:59:59+00:00" generated_at: "2026-06-01T19:27:40.564191+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Stereotaxis acquires APT for stock; earnouts based on revenue & regulatory milestones ## Summary - 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. ## SEC filing metadata - accession: 0001493152-24-020281 - form_type: 8-K - ticker: STXS - cik: 0001289340 - company_name: Stereotaxis, Inc. - filed_at: 2024-05-16T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 3.02, 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1289340/000149315224020281/0001493152-24-020281-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1289340/000149315224020281/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-24-020281 - JSON: https://secwatch.observer/filing/0001493152-24-020281.json - Plain text: https://secwatch.observer/filing/0001493152-24-020281.txt ## Source-grounded claims - claim_id: 347329a26b7f3d351425a8d50a9fb101e07f482b claim: Stereotaxis, Inc. entered into Share Purchase Agreement with APT Holding Company, Inc. (effective 2024-05-11). evidence_excerpt: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1289340/000149315224020281/0001493152-24-020281-index.htm - claim_id: c1e4acd3479d9c419bf220ab2d532eb0d1b64429 claim: 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”). evidence_excerpt: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1289340/000149315224020281/0001493152-24-020281-index.htm - claim_id: 121cb4d7cad8c14e3944e31733848619573294e8 claim: 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. evidence_excerpt: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1289340/000149315224020281/0001493152-24-020281-index.htm - claim_id: 4b0f578fd150aa15b7e9ec89f01946c66dfdfb88 claim: 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. evidence_excerpt: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1289340/000149315224020281/0001493152-24-020281-index.htm - claim_id: 9a57a493aeac9f04c9c8afcd0e87f4d4bfb92ffe claim: 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. evidence_excerpt: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1289340/000149315224020281/0001493152-24-020281-index.htm - claim_id: ba452d08372be32d53a985b1d81c6c8b823fb7fd claim: Stereotaxis, Inc. shareholders approved Election of one director as a Class II director at the 2024-05-15 meeting. evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1289340/000149315224020281/0001493152-24-020281-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.