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2025-08-29
2025-08-29
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iso4217:USD
xbrli:shares
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 29, 2025
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.) |
| 710
North Tucker Boulevard, Suite 110, St. Louis, Missouri |
|
63101 |
| (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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
STXS |
|
NYSE
American LLC |
Item
1.01. Entry into a Material Definitive Agreement
On
August 29, 2025, Stereotaxis, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with
Roth Capital Partners, LLC, as sales agent (“Roth Capital”). Pursuant to the terms of the Sales Agreement, the Company may
sell from time to time through Roth Capital, as sales agent and/or principal, shares of the Company’s common stock, par value $0.001
per share (“Shares”), with an aggregate sales price of up to $50,000,000. The Company intends to use the net proceeds from
the sale of the Shares for working capital, research and development, and other general corporate purposes, including the accelerated
commercialization of our innovation pipeline.
Any
sale of Shares pursuant to the Sales Agreement will be made under the Company’s effective “shelf” registration statement
(the “Registration Statement”) on Form S-3 (File No. 333-272102), which became effective on June 6, 2023, and included the
base prospectus (the “Base Prospectus”), and under the related prospectus supplement (the “Prospectus Supplement”)
filed with the Securities and Exchange Commission (the “SEC”) dated August 29, 2025. The Shares that may be offered, issued,
and sold under the Prospectus Supplement are included in the $100,000,000 of securities that may be offered, issued, and sold by the
Company under the Base Prospectus.
Under
the Sales Agreement, the Company may offer and sell Shares through Roth Capital acting as sales agent and/or principal. Sales can be
made by any method deemed an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act or through privately
negotiated transactions.
Upon
delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Roth Capital is required to use its commercially
reasonable efforts consistent with its normal trading and sales practices to sell such Shares from time to time based upon the Company’s
instructions, including with regard to the number of Shares to be issued, the dates on which such sales may be made, any limitation on
the number of Shares to be sold in any one day and any minimum price below which sales may not be made. Roth Capital may also buy Shares
as principal for its own account at prices agreed upon at the time of sale, in which case we will enter into a separate terms agreement
with them. Roth Capital is not under any obligation to purchase Shares on a principal basis pursuant to the Sales Agreement, except as
otherwise specifically agreed by Roth Capital and the Company pursuant to a separate terms agreement. The Company or Roth Capital, under
certain circumstances and upon notice to the other, may suspend the offering of the Shares under the Sales Agreement.
Roth
Capital will be paid a placement fee of up to 3.0% of the gross sales price of the of the Shares sold pursuant the Sales Agreement. In
addition, the Company has agreed to reimburse Roth Capital for certain specified expenses, including the fees and disbursements of its
counsel in an amount not to exceed $50,000, in addition to certain ongoing disbursements not to exceed $5,000 per calendar quarter during
any quarter in which sales pursuant to the Sales Agreement are made. The Company has also agreed to indemnify Roth Capital against certain
liabilities.
The
Company is not obligated to make any sales under the Sales Agreement, and any sales will depend on market conditions and the Company’s
capital needs. The offering will terminate upon the sale of shares in an aggregate amount specified in the Sales Agreement, or sooner
if terminated by either party pursuant to its terms.
The
foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales
Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Sales
Agreement is also incorporated by reference into the Registration Statement.
The
representations, warranties and covenants contained in the Sales Agreement were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to the Sales Agreement, and may be subject to limitations agreed upon by the contracting
parties. Accordingly, the Sales Agreement is incorporated herein by reference only to provide investors with information regarding the
terms of the Sales Agreement, and not to provide investors with any other factual information regarding the Company or its business,
and should be read in conjunction with the disclosures in the Company’s periodic and current reports and other filings with the
SEC.
The
above disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall
there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state.
The
legal opinion, including the related consent, of Bryan Cave Leighton Paisner LLP relating to the legality of the issuance and sale of
the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is also incorporated by reference into the Registration Statement.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 1.1 |
|
Sales Agreement, dated as of August 29, 2025, between Stereotaxis, Inc. and Roth Capital Partners, LLC |
| 5.1 |
|
Opinion of Bryan Cave Leighton Paisner LLP |
| 23.1 |
|
Consent of Bryan Cave Leighton Paisner LLP (included in Exhibit 5.1) |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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 29, 2025 |
By: |
/s/
Kim Peery |
| |
Name: |
Kim
Peery |
| |
Title: |
Chief
Financial Officer |
