Stereotaxis Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Other Events
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Item 3.02. Unregistered Sales of Equity Securities
The disclosures set forth in Item 8.01 below with respect to the issuance of the Upfront Stock Consideration are incorporated by reference into this Item 3.02.
The issuance of shares of Stereotaxis common stock in connection with the Acquisition was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act of 1933, as amended, and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder. The shares of common stock issued as Upfront Stock Consideration are restricted securities for purposes of Rule 144 under the Securities Act and subject to certain requirements restricting the resale of such shares, including certain holding period requirements. The issuance and sale was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon in connection with the issuance of the shares.
Item 8.01 Other Events
On July 31, 2024, Stereotaxis, Inc. (“Stereotaxis” or the “Company”) completed its previously announced acquisition (the “Acquisition”) of all the shares of capital stock of Access Point Technologies EP, Inc., a Minnesota corporation (“APT”), from APT Holding Company, Inc., a Minnesota corporation, pursuant to that certain Share Purchase Agreement, dated May 11, 2024.
APT, based in Rogers, Minnesota, designs, manufactures, and commercializes a portfolio of differentiated high-quality diagnostic catheters used during cardiac ablation procedures that are commercially available across key global geographies.
At closing, the Company issued 1,486,620 shares of its common stock (the “Upfront Stock Consideration”).
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 2, 2024 | By: | /s/ Laura Spencer Garth |
| Name: | Laura Spencer Garth | |
| Title: | Secretary | |