Stereotaxis, Inc. 8-K

What Happened Stereotaxis, Inc. (STXS) announced it entered into a Share Sale Agreement to acquire 100% of Robocath, a France-based developer of robotic systems for interventional cardiology and neurointerventions. The parties expect the Acquisition to close in July 2026, subject to customary closing conditions and regulatory clearance in France.

Key Details

• Upfront consideration: $20.0 million in cash, Stereotaxis common stock (valued at $2.00/share for calculation), or a mix, reduced by closing indebtedness, working capital adjustments and other specific items.
• Earnouts: up to $25 million additional payments — $10M tied to a U.S. FDA regulatory milestone and up to $15M for two commercial sales milestones ($5M and $10M).
• Stock limits and warrants: aggregate shares issuable as upfront and earnout consideration limited to 19.9% of outstanding common stock prior to closing (NYSE American cap). One Robocath stakeholder may elect pre-funded "Purchaser Warrants" (exercisable up to 5 years at par value) instead of receiving shares.
• Interim financing: Stereotaxis will provide monthly interim financing to Robocath via subscription to bonds (IF Bonds) through closing or termination; initial aggregate principal expected ≈ €1,300,000.
• Closing conditions and protections: closing requires Stereotaxis’ debt restructuring, clearance from the French Direction Générale du Trésor, absence of material adverse effect, and customary reps/warranties. Robocath agreed to restrictions on soliciting alternative bids and may owe a termination fee (greater of 10% of consideration in an Alternative Transaction or $5M) in specified circumstances. The deal includes an outside date of December 31, 2026.

Why It Matters This transaction would add Robocath’s robotic interventional technology to Stereotaxis’ portfolio, with potential upside tied to regulatory approval and future commercial milestones. The structure mixes cash, stock and contingent earnouts, limiting immediate dilution via the 19.9% NYSE American cap but allowing up to $25M in contingent payout if targets are met. Investors should watch closing risks (French regulatory clearance and Stereotaxis’ required debt restructuring), potential near-term cash needs for interim financing, and how any shares or warrants issued could affect share count and dilution if earnouts or warrant exercises occur.