As
filed with the Securities and Exchange Commission on August 23, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STEREOTAXIS,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
94-3120386 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(I.R.S.
Employer
Identification
No.) |
710
North Tucker Boulevard, Suite 110
St.
Louis, Missouri 63101
(Address
of Principal Executive Offices, including zip code)
Stereotaxis,
Inc. 2022 Stock Incentive Plan, as Amended and Restated
Stereotaxis,
Inc. 2022 Employee Stock Purchase Plan, as Amended and Restated
(Full
title of the plans)
David
L. Fischel
Chief
Executive Officer
Stereotaxis,
Inc.
710
N. Tucker Blvd. Suite 110
St.
Louis, Missouri 63101
(314)
678-6100
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Robert
J. Endicott, Esq.
Bryan
Cave Leighton Paisner LLP
One Metropolitan Square
211
North Broadway, Suite 3600
St.
Louis, Missouri 63102-2750
(314)
259-2000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| |
Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
REGISTRATION
OF ADDITIONAL SHARES
PURSUANT
TO GENERAL INSTRUCTION E
On
May 15, 2024, at the Annual Meeting of Shareholders of Stereotaxis, Inc. (the “Registrant” or “Company”), the
shareholders of the Company approved an amendment (the “Incentive Plan Amendment”) to the 2022 Stock Incentive Plan (the
“2022 Incentive Plan”), which the Company’s Board of Directors (the “Board”) had previously approved on
February 15, 2024, subject to such shareholder approval. The 2022 Incentive Plan was originally adopted by the Board on February 3, 2022,
and the Compensation Committee of the Board of Directors, on February 27, 2022, further revised the Plan, and the Plan was approved by
our shareholders on May 19, 2022.
The
Incentive Plan Amendment provides for an increase in the number of shares authorized for issuance under the 2022 Incentive Plan by 4,000,000
shares. Previously, 4,107,114 shares were authorized under the 2022 Incentive Plan and registered under the Securities Act of 1933, as
amended (the “Securities Act”), pursuant to a registration statement on Form S-8 previously filed on August 11, 2022 (Registration
No. 333-266776) (the “Previous S-8”), which remains in full force and effect.
On
May 15, 2024, at the Annual Meeting of Shareholders of the Company, the shareholders of the Company approved an amendment (the “ESPP
Amendment”) to the 2022 Employee Stock Purchase Plan (the “2022 ESPP”), which the Board had previously approved on
February 15, 2024, subject to such shareholder approval. The 2022 ESPP was originally adopted by the Board on February 3, 2022, and the
Compensation Committee of the Board of Directors, on February 27, 2022, further revised the Plan, and the Plan was and approved by our
shareholders on May 19, 2022.
The
ESPP Amendment provides for an increase in the number of shares authorized for issuance under the 2022 ESPP by 250,000 shares. Previously,
203,366 shares were authorized under the 2022 ESPP and registered under the Securities Act pursuant to the Previous S-8, which
remains in full force and effect.
The
Company is filing this Registration Statement to register under the Securities Act (i) an additional 4,000,000 shares of the Company’s
Common Stock issuable under the 2022 Incentive Plan pursuant to the Incentive Plan Amendment and (ii) an additional 250,000 shares of
the Company’s Common Stock issuable under the 2022 ESPP pursuant to the ESPP Amendment. These additional shares to be registered
by this Registration Statement are of the same class as those securities covered by the Previous S-8. Pursuant to General Instruction
E to Form S-8, the contents of the Previous S-8 are incorporated herein by reference and this Registration Statement is only required
to include those items specified by such instruction with respect to the 2022 Incentive Plan and the 2022 ESPP.
Unless
the context otherwise requires, references made herein to “the Company,” “the Registrant,” “we,”
“us,” “our” and “ours” refer to Stereotaxis, Inc. and its consolidated subsidiaries.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
As
permitted by the rules of the Securities Exchange Commission (“SEC”), this Registration Statement omits the information specified
in Part I of Form S-8. The documents containing the information specified in Part I of this Registration Statement will be sent or given
to eligible employees as specified by Rule 428(b) promulgated under the Securities Act. Such documents are not being filed with the SEC
either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the
Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents listed in (a) through (d) below, which are on file with the SEC, are incorporated herein by reference (except for
the portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof or otherwise
not filed with the SEC which are deemed not to be incorporated by reference into this Registration Statement):
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(a) |
The
Registrant’s Annual Report filed on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 8, 2024; |
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(b) |
The
Registrant’s Quarterly Reports filed on Form 10-Q for the quarterly period ended March 31, 2024, filed with the SEC on May
15, 2024, and for the quarterly period ended June 30, 2024, filed with the SEC on August 14, 2024; |
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(c) |
The
Registrant’s Current Reports on Form 8-K filed with the SEC on May 13, 2024, May 16, 2024, August 2, 2024, and August 12, 2024;
and |
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|
|
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(d) |
The
description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A dated September
4, 2019, registering the Registrant’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as amended by the Description of Registrant’s securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934, filed as Exhibit 4.2 of the Registrant’s Form 10-K (File No. 001-36159) filed on March
8, 2024, and any further amendments or reports filed for the purpose of updating such description. |
In
addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act (other than those made pursuant to Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the
Commission) prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. These documents include periodic reports, such as Proxy Statements, Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (other than the portions of those documents not deemed to be filed,
which is deemed not to be incorporated by reference in this Registration Statement). Any statement contained in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.
Item
4. Description of Securities.
The
securities to be offered are registered under Section 12 of the Exchange Act and, accordingly, no description is provided hereunder.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Our
amended and restated Certificate of Incorporation, as amended, provides that, to the fullest extent permitted by the Delaware
General Corporation Law as the same exists or may hereafter be amended, our directors shall not be liable to the Registrant or our stockholders
for monetary damages for breach of fiduciary duty as a director. In addition, our amended and restated Certificate of Incorporation
provides that we may, to the fullest extent permitted by law, indemnify any person made or threatened to be made a party to an action,
suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or his or her testator
or intestate is or was a director, officer or employee of the Registrant, or any predecessor of the Registrant, or serves or served at
any other enterprise as a director, officer or employee at the request of the Registrant.
Our
amended and restated Bylaws provide that the Registrant shall indemnify our directors and officers to the fullest extent not prohibited
by the Delaware General Corporation Law or any other law. We are not required to indemnify any director or officer in connection with
a proceeding brought by such director or officer unless (i) such indemnification is expressly required by law; (ii) the proceeding was
authorized by our board of directors; or (iii) such indemnification is provided by the Registrant, in its sole discretion, pursuant to
the powers vested in the Registrant under the Delaware General Corporation Law or any other applicable law. In addition, our amended
and restated Bylaws provide that the Registrant may indemnify its employees and other agents as set forth in the Delaware General
Corporation Law or any other applicable law.
We
have also entered into separate indemnification agreements with our directors and officers that require us, among other things, to indemnify
each of them against certain liabilities that may arise by reason of their status or service with the Registrant or on behalf of the
Registrant, other than liabilities arising from willful misconduct of a culpable nature. The Registrant is not required to indemnify
under the agreement for (i) actions initiated by the director without the authorization of consent of the board of directors; (ii) actions
initiated to enforce the indemnification agreement unless the director is successful; (iii) actions resulting from violations of Section
16 of the Exchange Act in which a final judgment has been rendered against the director; and (iv) actions to enforce any non-compete
or non-disclosure provisions of any agreement.
The
indemnification provided for above provides for reimbursement of all losses of the indemnified party, including expenses, judgment, fines
and amounts paid in settlement. The right to indemnification set forth above includes the right for us to pay the expenses (including
attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition in certain circumstances.
The
Delaware General Corporation Law provides that indemnification is permissible only when the director, officer, employee, or agent acted
in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The Delaware General Corporation Law
also precludes indemnification in respect of any claim, issue, or matter as to which an officer, director, employee, or agent shall have
been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine that, despite such adjudication of liability, but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court
deems proper.
Item
7. Exemption From Registration Claimed.
Not
applicable.
Item
8. Exhibits.
The
following exhibits are filed herewith or incorporated by reference into this registration statement on Form S-8.
Item
9. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by registrant pursuant to Section 13
and Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) of the Securities Act shall be deemed to be part of the Registration
Statement as of the date the filed prospectus was deemed part of and included in the Registration Statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) of the Securities Act as part of this registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing
the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in this registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in this registration statement or prospectus
that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration
statement or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to
such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this
registration statement or made in any such document immediately prior to such effective date;
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director officer
or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of Missouri, on August 23, 2024.
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STEREOTAXIS,
INC. |
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|
|
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By: |
/s/
David L. Fischel |
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|
David
L. Fischel
Chairman
and Chief Executive Officer |
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|
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
| Signature |
|
Title(s) |
|
Date |
| |
|
|
|
|
| /s/
David L. Fischel |
|
Chairman
of the Board and Chief Executive Officer |
|
August
23, 2024 |
| David
L. Fischel |
|
(principal
executive officer) |
|
|
| |
|
|
|
|
| /s/
Kimberly R. Peery |
|
Chief
Financial Officer |
|
August
23, 2024 |
| Kimberly
R. Peery |
|
(principal
financial officer and principal accounting officer) |
|
|
| |
|
|
|
|
| * |
|
Director |
|
August
23, 2024 |
| David
W. Benfer |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
August
23, 2024 |
| Myriam
Curet |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
August
23, 2024 |
| Nathan
Fischel |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
August
23, 2024 |
| Ross
B. Levin |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
August
23, 2024 |
| Arun
S. Menawat |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
August
23, 2024 |
| Nachum
“Homi” Shamir |
|
|
|
|
| *By: |
/s/
Laura Spencer Garth |
|
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Laura
Spencer Garth |
|
| |
Attorney-in-fact |
|
Exhibit
5.1
| August
23, 2024 |
|
 |
Stereotaxis,
Inc.
710
North Tucker Boulevard, Suite 110.
St.
Louis, Missouri 63101
| Re: |
Stereotaxis, Inc. |
| |
Registration
Statement on Form S-8 |
Ladies
and Gentlemen:
We
have acted as special counsel to Stereotaxis, Inc., a Delaware corporation (the “Company”), in connection with its registration
under the Securities Act of 1933, as amended (the “Securities Act”), by means of a registration statement on Form S-8 (the
“Registration Statement”), of an aggregate of 4,250,000 shares of the Company’s common stock, par value $0.001 per
share, consisting of (i) an additional 4,000,000 shares (the “Plan Shares”) which may be issued pursuant to the Stereotaxis,
Inc. 2022 Stock Incentive Plan, as amended and restated (the “2022 Plan”), and (ii) an additional 250,000 Shares (the “ESPP
Shares”) which may be issued pursuant to the Stereotaxis, Inc. 2022 Employee Stock Purchase Plan, as amended and restated (the
“2022 ESPP”).
In
connection herewith, we have examined:
| (1) | the
Registration Statement; |
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| (2) | the
2022 Plan; |
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| (3) | the
2022 ESPP; |
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| (4) | the
Amended and Restated Certificate of Incorporation of the Company, as amended; and |
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| (5) | the
Amended and Restated Bylaws of the Company. |
We
have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other corporate records, agreements
and instruments of the Company, statements and certificates of public officials and officers of the Company, and such other documents,
records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for
us to render the opinions hereinafter expressed. In our examination of the foregoing, we have assumed the genuineness of all signatures,
the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with
authentic original documents of all documents submitted to us as copies or by facsimile or other means of electronic transmission, or
which we obtained from the Securities and Exchange Commission’s (“SEC”) Electronic Data Gathering, Analysis and Retrieval
system (“Edgar”) or other sites maintained by a court or governmental authority or regulatory body and the authenticity of
the originals of such latter documents. If any documents we examined in printed, word processed or similar form have been filed with
the SEC on Edgar or such court or governmental authority or regulatory body, we have assumed that the document so filed is identical
to the
document we examined except for formatting changes. When relevant facts were not independently established, we have relied without independent
investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the certificates
and statements of appropriate representatives of the Company.
Stereotaxis,
Inc.
August
23, 2024
Page
2
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 |
In
connection herewith, we have assumed that, other than with respect to the Company, all of the documents referred to in this opinion letter
have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations
of, all of the parties to such documents, all of the signatories to such documents have been duly authorized and all such parties are
duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.
Based
upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set
forth herein, we are of the opinion that (i) the Plan Shares have been duly authorized for issuance, and when issued, delivered and paid
for in accordance with the 2022 Plan, such Plan Shares will be validly issued, fully paid and non-assessable; and (ii) the ESPP Shares
have been duly authorized for issuance, and when issued, delivered and paid for in accordance with the 2022 ESPP, such ESPP Shares will
be validly issued, fully paid and non-assessable.
This
opinion is not rendered with respect to any laws other than the General Corporation Law of the State of Delaware. The opinions set forth
herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein,
and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or
otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law
be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim
any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or
administrative agency.
This
opinion is being delivered by us in connection with the filing of the Registration Statement with the SEC. We do not render any opinions
except as set forth above. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use
of our name under the caption “Legal Matters” in the prospectus which forms part of the Registration Statement. We also consent
to your filing copies of this opinion as an exhibit to the Registration Statement with such agencies of such states as you deem necessary
in the course of complying with the laws of such states regarding the offering and sale of the securities addressed herein. In giving
such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the SEC promulgated thereunder.
Very
truly yours,
/s/
Bryan Cave Leighton Paisner LLP
Bryan
Cave Leighton Paisner LLP
Exhibit
10.1
2022
STOCK INCENTIVE PLAN
As
amended and restated effective February 15, 2024
1.
PURPOSE OF THE PLAN.
The
purpose of the Plan is to provide the Company with a means to assist in recruiting, retaining, and rewarding certain employees, directors,
consultants, and other individuals providing services to the Company and to motivate such individuals to exert their best efforts on
behalf of the Company by providing incentives through the granting of Awards. By granting Awards to such individuals, the Company expects
that the interests of the recipients will be better aligned with those of the Company by providing recipients with a proprietary interest
in the growth and performance of the Company.
2.
DEFINITIONS. Unless the context clearly indicates
otherwise, the following capitalized terms shall have the meanings set forth below:
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A. |
“Act” means
the Securities Exchange Act of 1934, as amended, or any successor thereto. |
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B. |
“Award” means
a grant under the Plan of an Option, Stock Appreciation Right, Cash-Based Award or Other Stock-Based Award. |
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C. |
“Award Agreement”
means the document (in written or electronic form) communicating the terms, conditions, and limitations applicable to an Award. The
Committee may, in its discretion, require that the Participant execute such Award Agreement, or may provide for procedures through
which Award Agreements are made available but not executed. Any Participant who is granted an Award and who does not affirmatively
reject the applicable Award Agreement shall be deemed to have accepted the terms of Award as embodied in the Award Agreement. |
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D. |
“Board” means
the Board of Directors of the Company. |
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E. |
“Cash-Based Award”
means an Award described in Section 7 as a Cash-Based Award. |
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F. |
“Change of Control”
means the occurrence of one or more of the following: |
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(1) |
The purchase or other acquisition
(other than from the Company) by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Act
(excluding, for this purpose, the Company or its subsidiaries or any employee benefit plan of the Company or its subsidiaries), of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 35% or more of either the then-outstanding shares
of common stock of the Company or the combined voting power of the Company’s then-outstanding voting securities entitled to
vote generally in the election of directors; |
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(2) |
Individuals who, as of
the date hereof, constitute the Board (as of the date hereof, the “Incumbent Board”) cease for any reason to constitute
at least a majority of the Board, provided that any person who becomes a director subsequent to the date hereof whose election, or
nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board (other than an individual whose initial assumption of office is in connection with an actual or threatened
election contest relating to the election of directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Act) shall be, for purposes of this section, considered as though such person were a member of the Incumbent Board; or |
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(3) |
The consummation of a reorganization,
merger or consolidation, in each case with respect to which persons who were the shareholders of the Company immediately prior to
such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of, respectively, the common stock
and the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated
corporation’s then-outstanding voting securities, or of a liquidation or dissolution of the Company or of the sale of all or
substantially all of the assets of the Company. |
Notwithstanding
the foregoing, a Change of Control shall not be deemed to have occurred with respect to any Award that (i) provides “non-qualified
deferred compensation” within the meaning of Code Section 409A and (ii) settles upon a Change of Control, unless such foregoing
event constitutes a “change in ownership” of the Company, a “change in effective control” of the Company, or
a “change in the ownership of a substantial portion of the assets” of the Company in each case, as defined under Code Section
409A and otherwise to the extent required under Code Section 409A.
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G. |
“Code”
means the Internal Revenue Code of 1986, as amended, or any successor thereto, and the regulations and other guidance promulgated thereunder. |
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H. |
“Committee”
means the Compensation Committee of the Board, and any successor committee thereto or such other committee of the Board as may be
designated by the Board to administer this Plan in whole or in part including any subcommittee of the Board as designated by the
Board. |
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I. |
“Company” means
Stereotaxis, Inc., a Delaware corporation, and any successor thereto. |
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J. |
“Employer”
means the Company and any other entity directly or indirectly controlling, controlled by, or under common control with, the Company
or any other entity designated by the Board or the Committee in which the Company has an interest. The term “control”
(including the terms “controlling”, “controlled by” and “under common control with”) has the
meaning ascribed to it under Rule 405 of the Securities Act of 1933, as amended, or any successor thereto, and the regulations and
other guidance promulgated thereunder. |
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K. |
“Fair Market Value”
means the closing sale price, regular way, or, in case no such sale takes place on such date, the average of the closing bid and
asked prices, regular way, on the date such Fair Market Value is measured of one share of Stock as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to trading on The New York Stock Exchange American Exchange
(“NYSE American”) or, if the shares of Stock are not listed or admitted to trading on the NYSE American, as reported
in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities
exchange on which the shares of Stock are listed or admitted to trading or, if the shares of Stock are not listed or admitted to
trading on any national securities exchange, the last quoted sale price on such date or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market on such date, as reported by the National Association of Securities Dealers,
Inc. Automated Quotations System or such other system then in use. If shares of Stock are not publicly held or so listed or publicly
traded, the Fair Market Value per share of Stock shall be 100% of the fair market value of a share of Stock on the date such Fair
Market Value is measured, as determined in good faith by the Committee. |
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L. |
“Incentive Stock
Option” means a stock option which is intended to be an incentive stock option within the meaning of Code Section 422. |
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M. |
“Non-Qualified Stock
Option” means a stock option which is not an Incentive Stock Option. |
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N. |
“Option” means
both an Incentive Stock Option and a Non-Qualified Stock Option. |
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O. |
“Other
Stock-Based Award” means an Award granted pursuant to Section 7 and described as an Other Stock-Based Award |
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P. |
“Parent” means
any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of the granting
of the Option, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain, or such other meaning as may be hereafter ascribed to it
in Code Section 424. |
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Q. |
“Participant”
means any director or any employee of the Company, or any of its subsidiaries (including subsidiaries of subsidiaries), or any other
entity in which the Company has a significant equity or other interest, as determined by the Committee, as well as any individual
providing services to the Company who is selected to receive an Award; provided, that Incentive Stock Options may only be granted
to employees of the Company or any of its Subsidiaries. |
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R. |
“Plan” means
the Stereotaxis, Inc. 2022 Stock Incentive Plan. |
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S. |
“Stock” means
the common stock, par value of $0.001 per share, of the Company. |
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T. |
“Stock Appreciation
Right” means a stock appreciation right described in Section 6. |
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U. |
“Subsidiary”
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of
granting an Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more
of the total combined voting power of all classes of stock in one of the other corporations in such chain, or such other meaning
as may be hereafter ascribed to it in Code Section 424. |
3.
STOCK SUBJECT TO THE PLAN.
As
of the date of adoption of this Plan by the Board or the Committee, as applicable, the number of shares of Stock available for Awards
under the Plan shall be 8,107,114. The maximum number of shares of Stock subject to Awards which may be granted during a calendar year
to a Participant shall be 1,000,000. The Company may, in its discretion, use shares of Stock held in the treasury in lieu of authorized
but unissued shares of Stock. If any Award shall expire or terminate or be cancelled or forfeited for any reason, the shares subject
to the Award shall again be available for the purposes of the Plan. Any shares of Stock which are tendered by a Participant as full or
partial payment to the Company to satisfy a purchase price related to an Award shall not be available for the purposes of the Plan. To
the extent any shares subject to an Award are not delivered to a Participant because such shares are used to satisfy an applicable tax-withholding
obligation or used to satisfy a purchase price related to an Option, such withheld shares shall not be available for the purposes of
the Plan. Shares of Stock subject to the grant of a Stock Appreciation Right shall not become available again for issuance under this
Plan upon exercise or settlement of such Stock Appreciation Right for a lesser number of shares. Awards that by their terms may only
be settled in cash shall not reduce the number of shares available for purposes of the Plan, and if cash is issued in lieu of Stock pursuant
to an Award, such shares will not become available again for issuance under this Plan.
All
the shares of Stock available under the Plan may be used for the grant of Incentive Stock Options.
4.
ADMINISTRATION.
The
Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee shall have plenary authority,
in its discretion, to determine the individuals to whom, and the time or times at which, Awards shall be granted and the number of shares,
if applicable, to be subject to each Award. In making such determinations, the Committee may take into account the nature of services
rendered by the respective individuals, their present and potential contributions to the Employer’s success and such other factors
as the Committee, in its discretion, shall deem relevant. Subject to the express provisions of the Plan, the Committee shall also have
plenary discretionary authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine
the terms and provisions of the respective Award Agreements (which need not be identical) and to make all other determinations necessary
or advisable for the administration of the Plan. The Committee’s determinations on the matters referred to in this Section 4 shall
be conclusive.
Notwithstanding
the foregoing, the Committee may not amend the terms of outstanding Award Agreements without the approval of the Company’s shareholders
in accordance with applicable law or regulation to either reduce the exercise price of any outstanding Option or Stock Appreciation Right,
or cancel any outstanding Option or Stock Appreciation Right in exchange for cash, another Award, or another Option or Stock Appreciation
Right with an exercise price that is less than the exercise price of the original Option or Stock Appreciation Right.
The
Committee shall have the power and authority to determine which individuals, including individuals outside the United States, shall be
eligible to receive Awards under the Plan. The Committee may adopt, amend or rescind rules, procedures or sub-plans relating to the operation
and administration of the Plan to accommodate the specific requirements of local laws, procedures, and practices. Without limiting the
generality of the foregoing, the Committee is specifically authorized to adopt rules, procedures and sub-plans with provisions that limit
or modify rights on death, disability, retirement, separation from service or termination of employment, available methods of exercise
or settlement of an Award, payment of income, social insurance contributions and payroll taxes, withholding procedures and handling of
any stock certificates or other indicia of ownership which vary with local requirements. The Committee may also adopt rules, procedures
or sub-plans applicable to Participants employed by particular Employers or at particular locations.
5.
OPTIONS.
The
Committee, in its discretion, may grant Options which are Incentive Stock Options or Non-Qualified Stock Options, as evidenced by the
Award Agreement, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions,
not inconsistent therewith, as the Committee shall determine:
A.
Type of Option. Incentive Stock Options may be granted to any individual classified by the Committee as an employee of the Company,
a Parent or a Subsidiary. A Non-Qualified Stock Option may be granted to any individual selected by the Committee, provided that in no
event shall a Non-Qualified Stock Option be granted in exchange for services performed by an individual unless the Company is an “eligible
issuer of service recipient stock” within the meaning of Code Section 409A with respect to such individual. No individual may be
granted Options to purchase more than 1,000,000 shares of Stock during any single fiscal year of the Company.
B.
Option Prices. The purchase price of the Stock under each Option shall not be less than 100% of the Fair Market Value of the Stock
at the time of the granting of the Option, as determined under Section 16; provided that, in the case of a Participant who owns more
than 10% of the total combined voting power of all classes of stock of the Company, a Parent or a Subsidiary (as determined in accordance
with Code Section 422), the purchase price of the Stock under each Incentive Stock Option shall not be less than 110% of the Fair Market
Value of the Stock on the date such Option is granted.
C.
Exercise – Elections and Restrictions. The purchase price for an Option is to be paid in full upon the exercise of the Option,
either (i) in cash, (ii) in the discretion of the Committee, by the tender to the Company (either actual or by attestation) of shares
of Stock already owned by the Participant and registered in his or her name, having a Fair Market Value equal to the cash exercise price
of the Option being exercised, (iii) through a net or cashless (including broker-assisted cashless exercise, to the extent permissible)
form of exercise as permitted by the Committee, or (iv) in the discretion of the Committee, by any combination of the payment methods
specified in clauses (i), (ii), or (iii) hereof; provided that, no shares of Stock may be tendered in exercise of an Incentive Stock
Option if such shares were acquired by the Participant through the exercise of an Incentive Stock Option unless (a) such shares have
been held by the Participant for at least one year and (b) at least two years have elapsed since such prior Incentive Stock Option was
granted.
D.
Option Terms. The term of each Option shall not be more than ten (10) years from the date of granting thereof, as determined under
Section 16, or such shorter period as is prescribed in the Award Agreement; provided that, in the case of a Participant who owns more
than ten percent (10%) of the total combined voting power of all classes of stock of the Company, a Parent or a Subsidiary, the term
of any Incentive Stock Option shall not be more than five (5) years from the date of granting thereof or such shorter period as prescribed
in the Award Agreement. Within such limit, Options will be exercisable at such time or times, and subject to such restrictions and conditions,
as the Committee shall, in each instance, approve, which need not be uniform for all Participants. The holder of an Option shall have
none of the rights of a shareholder with respect to the shares subject to Option until such shares shall be issued to him or her upon
the exercise of his or her Option. In no event shall Option holders be entitled to dividends or dividend equivalents with respect to
such Options.
E.
Successive Option Grants. As determined by the Committee, successive option grants may be made to any Participant under the Plan.
F.
Additional Incentive Stock Option Requirements. The maximum aggregate Fair Market Value (determined at the time an Option is granted)
of the Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year
(under all plans of the Company, a Parent and a Subsidiary) shall not exceed $100,000. A Participant who disposes of Stock acquired upon
the exercise of an Incentive Stock Option either (i) within two years after the date of grant of such Incentive Stock Option or (ii)
within one year after the transfer of such shares to the Participant, shall notify the Company of such disposition and of the amount
realized upon such disposition.
6.
STOCK APPRECIATION RIGHTS.
A.
Grant Terms. The Committee may grant a Stock Appreciation Right independent of an Option or in connection with an Option or a
portion thereof. A Stock Appreciation Right granted in connection with an Option or a portion thereof shall cover the same shares of
Stock covered by the Option, or a lesser number as the Committee may determine. The maximum number of shares of Stock subject to Awards
for Stock Appreciation Rights for grants intended to qualify as Performance-Based Awards during a calendar year shall be 1,000,000. The
term of each Stock Appreciation Right shall not be more than ten (10) years from the date of granting thereof, as determined under Section
16, or such shorter period as is prescribed in the Award Agreement.
B.
Exercise Terms. The exercise price per share of Stock of a Stock Appreciation Right shall not be less than 100% of the Fair Market
Value of the Stock at the time of granting, as determined under Section 16, the Stock Appreciation Right. A Stock Appreciation Right
granted independent of an Option shall entitle the Participant upon exercise to a payment from the Company in an amount equal to the
excess of the Fair Market Value on the exercise date of a share of Stock over the exercise price per share, times the number of Stock
Appreciation Rights exercised. A Stock Appreciation Right granted in connection with an Option shall entitle the Participant to surrender
an unexercised Option (or portion thereof) and to receive in exchange an amount equal to the excess of the Fair Market Value on the exercise
date of a share of Stock over the exercise price per share for the Option, times the number of shares covered by the Option (or portion
thereof) which is surrendered. Payment may be made, in the discretion of the Committee, in (i) Stock, (ii) cash or (iii) any combination
of Stock and cash. Cash shall be paid for fractional shares of Stock upon the exercise of a Stock Appreciation Right.
C.
Limitations. The Committee may include in the Award Agreement such conditions upon the exercisability or transferability of Stock
Appreciation Rights as it determines in its sole discretion. In no event shall Stock Appreciation Right holders be entitled to dividends
or dividend equivalents with respect to such Stock Appreciation Rights.
7.
OTHER STOCK-BASED AWARDS AND CASH-BASED AWARDS
The
Committee may, in its sole discretion, grant Awards of Stock, restricted Stock, restricted Stock units and other Awards that are valued
in whole or in part by reference to the Fair Market Value of Stock. These Awards shall collectively be referred to herein as Other Stock-Based
Awards. The Committee may also, in its sole discretion, grant Cash-Based Awards, which shall have a value as may be determined by the
Committee. Other Stock-Based Awards shall be in such form, and dependent on such conditions, if any, as the Committee shall determine,
including, but not limited to, the right to receive fully-vested shares or the right to receive one or more shares of Stock (or the cash-equivalent
thereof) upon the completion of a specified period of service, the occurrence of an event or the attainment of performance objectives.
Other Stock-Based Awards and Cash-Based Awards may be granted with or in addition to other Awards. Subject to the other terms of the
Plan, Other Stock-Based Awards and Cash-Based Awards may be granted to such Participants in such amounts and upon such terms, and at
any time and from time to time, as shall be determined by the Committee and set forth in an Award Agreement; provided that, the maximum
Cash-Based Award that may be granted to a Participant in a calendar year is $1,000,000 to the extent it is also a Performance-Based Award.
Notwithstanding the foregoing, no dividends or dividend equivalents shall be paid with respect to unvested Other Stock-Based Awards,
including Other Stock-Based Awards that are intended to be Performance-Based Awards.
8.
PERFORMANCE-BASED AWARDS.
The
Committee may, in its sole and absolute discretion, determine that certain Awards should be subject to performance requirements. If the
Committee so determines, such Awards shall be considered Performance-Based Awards subject to the terms of this Section 8. The performance
measures to be used for purposes of a Performance-Based Award shall be determined by the Committee, in its sole and absolute discretion,
and may include, without limitation, any of the following or such other performance measures as the Committee may determine in its sole
and absolute discretion: the Company’s earnings per share growth; earnings; earnings per share; cash flow; working capital; expense
management; customer satisfaction; revenues; financial return ratios; market performance; shareholder return and/or value; operating
income (loss) (including earnings (loss) before income taxes, depreciation and amortization); net income (loss); profit returns; margins;
stock price; working capital; business trends; production cost; product cost; return on assets; project milestones; and plant and equipment
performance. The performance measures may relate to the Company, a Parent, a Subsidiary, an Employer or one or more units of such an
entity.
The
Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with respect
to an Award and, if they have, to so certify and ascertain the amount of the applicable Performance-Based Award. Except as otherwise
set forth in an Award Agreement, each performance measure that constitutes a criteria measured by reference to the Company’s financial
statements shall be determined in accordance with generally accepted accounting principles as consistently applied by the Company and,
if so determined by the Committee, adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a business segment,
unusual or infrequently occurring events and transactions and cumulative effects of changes in accounting principles. The Committee shall
have the discretion to adjust the amount payable on a Company-wide or divisional basis or to reflect individual performance and/or unanticipated
factors (and, for the avoidance of doubt, the Committee shall retain the discretion to adjust such Awards downward).
9.
VESTING LIMITATIONS.
Except
as otherwise provided in this Plan, each Stock Option and Stock Appreciation Right shall have a minimum vesting period of three years
from the date of grant of such award, provided that such vesting may occur incrementally over such three-year period. Except as otherwise
provided in this Plan, the vesting schedule of any such Award may not accelerate except in the case of death, disability, retirement,
a Change of Control, involuntary termination of employment without cause or voluntary termination for good reason. Except as otherwise
provided in this Plan, whether an Award will be subject to accelerated vesting upon the occurrence of one or more of these events shall
be specified in the Award Agreement relating to such Award or another agreement with the Participant, such as an employment agreement.
10.
WITHHOLDING.
Upon
exercise of an Option, the Company shall withhold a sufficient number of shares to satisfy the Company’s minimum required statutory
withholding obligations for any taxes incurred as a result of such exercise (based on the minimum statutory withholding rates for federal
and state tax purposes, including payroll taxes); provided that, in lieu of all or part of such withholding, the Participant may pay
an equivalent amount of cash to the Company. Prior to the payment, settlement, or vesting of any Award other than an Option, the Participant
shall pay to the Company, or make arrangements acceptable to the Company for the payment of, amounts sufficient for the Company to satisfy
its required statutory withholding obligations. The Company shall have the right to satisfy its required statutory withholding obligations
by withholding an amount of cash otherwise due to a Participant (or shares of Stock for Awards settled in shares of Stock) upon the settlement
of any Award.
11.
NONTRANSFERABILITY OF AWARDS.
Unless
otherwise determined by the Committee and expressly set forth in an Award Agreement, an Award granted under the Plan shall, by its terms,
be non-transferable otherwise than by will or the laws of descent and distribution and an Award may be exercised, if applicable, during
the lifetime of the Participant thereof, only by the Participant or his or her guardian or legal representative. Notwithstanding the
above, the Committee may not provide in an Award Agreement that an Incentive Stock Option is transferable.
12.
INVESTMENT PURPOSE.
Each
Award under the Plan shall be awarded only on the condition that all purchases of Stock thereunder shall be for investment purposes,
and not with a view to resale or distribution, except that the Committee may make such provision with respect to Awards granted under
this Plan as it deems necessary or advisable for the release of such condition upon the registration with the Securities and Exchange
Commission of Stock subject to the Award, or upon the happening of any other contingency warranting the release of such condition.
13.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR CORPORATION ACQUISITIONS.
In
the event of any change in the outstanding Stock of the Company by reason of a stock split, stock dividend, combination or reclassification
of shares, recapitalization, consolidation, split-up, merger, or similar event, the Committee shall adjust appropriately: (a) the number
of shares or kind of Stock (i) available for issuance under the Plan, (ii) for which Awards may be granted to an individual Participant,
and (iii) covered by outstanding Awards denominated in stock or units of stock; (b) the exercise and grant prices related to outstanding
Awards; and (c) the appropriate Fair Market Value and other price determinations for such Awards. In the event of any other change affecting
the Stock or any distribution (other than normal cash dividends) to holders of Stock, such adjustments in the number and kind of shares
and the exercise, grant and conversion prices of the affected Awards as may be deemed equitable by the Committee, including adjustments
to avoid fractional shares, shall be made to give proper effect to such event. In the event of a corporate merger, consolidation, acquisition
of property or stock, separation, reorganization or liquidation, the Committee shall be authorized to cause to issue or assume stock
options, whether or not in a transaction to which Section 424(a) of the Code applies, by means of substitution of new stock options
for previously issued stock options or an assumption of previously issued stock options. In such event, the aggregate number of shares
of Stock available for issuance under Awards under Section 3, including the individual Participant maximums, will be increased to reflect
such substitution or assumption.
In
the event of a Change of Control, notwithstanding any other provisions of the Plan or an Award Agreement to the contrary, the Committee
may, in its sole discretion, provide for:
(1)
Termination of an Award upon the consummation of the Change of Control in exchange for the payment of a cash amount (but only in a manner
which does not result in a violation of Code Section 409A and only to the extent the terminated Award has, in the discretion of the Committee,
a positive value as of the termination date); and/or
(2)
Issuance of substitute Awards to substantially preserve the terms of any Awards previously granted under the Plan (but only in a manner
which does not result in a violation of Code Section 409A) which are outstanding upon the consummation of the Change of Control.
Prior
to the consummation of a Change of Control, the Committee may also provide for accelerated vesting of any outstanding Awards that are
otherwise unexercisable or unvested as of a date selected by the Committee.
14.
AMENDMENT AND TERMINATION.
The
Board or the Committee may at any time terminate the Plan, or make such modifications to the Plan as either shall deem advisable; provided,
however, that the Board or the Committee may not, without further approval by the shareholders of the Company, increase the maximum number
of shares as to which Awards may be granted under the Plan (except under the anti-dilution provisions of Section 13), or change the class
of employees to whom Incentive Stock Options may be granted. No termination or amendment of the Plan may, without the consent of the
Participant to whom any Award shall theretofore have been granted, adversely affect the rights of such Participant under such Award.
15.
EFFECTIVENESS OF THE PLAN.
The
Plan shall become effective upon adoption by the Board or the Committee subject, however, to its further approval by the shareholders
of the Company given within twelve (12) months of the date the Plan is adopted by the Board or the Committee at a regular meeting of
the shareholders or at a special meeting duly called and held for such purpose. Grants of Awards may be made prior to such shareholder
approval but all Award grants made prior to shareholder approval shall be subject to the obtaining of such approval and if such approval
is not obtained, such Awards shall not be effective for any purpose.
16.
TIME OF GRANTING OF AN AWARD.
An
Award grant under the Plan shall be deemed to be made on the date on which the Committee, by formal action of its members duly recorded
in the records thereof, makes an Award to a Participant (but in no event prior to the adoption of the Plan by the Board or the Committee).
17.
TERM OF PLAN.
This
Plan shall terminate ten (10) years after the date on which it is approved and adopted by the Board or the Committee and no Award shall
be granted hereunder after the expiration of such ten-year period. Awards outstanding at the termination of the Plan shall continue in
accordance with their terms and shall not be affected by such termination.
18.
NO RIGHT TO CONTINUED EMPLOYMENT.
Nothing
in the Plan or in any Award granted pursuant to the Plan shall confer on any individual any right to continue in the employ of the Employer
or interfere in any way with the right of the Employer to terminate his or her employment at any time.
19.
CHOICE OF LAW.
The
Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of law. Unless
otherwise provided in an Award Agreement, recipients of an Award under the Plan are deemed to submit to the exclusive jurisdiction and
venue of the federal or state courts of Missouri, County of St. Louis, to resolve any and all issues that may arise out of or relate
to the Plan or any Award Agreement.
20.
SEVERABILITY.
If
any provision of the Plan is, becomes, or is deemed invalid, illegal, or unenforceable in any jurisdiction, or would disqualify the Plan
or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited in scope
to conform to applicable laws or, in the discretion of the Committee, it shall be stricken and the remainder of the Plan shall remain
in full force and effect.
*
* *
The
foregoing amended and restated Plan was approved and adopted by the Committee on February 15, 2024, and approved by the Stockholders
on May 15, 2024.
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/s/ Laura
Spencer Garth |
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Secretary |
Exhibit 10.2
STEREOTAXIS,
INC.
2022
EMPLOYEE STOCK PURCHASE PLAN
As
amended and restated effective February 15, 2024
1.
Purpose. The purpose of this Stereotaxis, Inc. 2022 Employee Stock Purchase Plan (“Plan”) is to provide employees
of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated payroll deductions. It
is the intention of the Company to have the Plan qualify as an “employee stock purchase plan” under Section 423 of the Internal
Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation
and otherwise be interpreted in a manner consistent with the requirements of that section of the Code.
2.
Definitions.
(a)
“Board” shall mean the Board of Directors of the Company.
(b)
“Code” shall mean the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code shall be deemed
to include a reference to any regulations promulgated thereunder.
(c)
“Common Stock” shall mean the common stock of the Company.
(d)
“Company” shall mean Stereotaxis, Inc.
(e)
“Compensation” shall mean all cash compensation paid to an Employee by the Company or a Designated Subsidiary as compensation
for services to the Company or Designated Subsidiary reportable on Form W-2, including without limitation base straight time gross earnings,
sales commissions, payments for overtime, shift premiums, incentive compensation, incentive payments and bonuses, and before deduction
for any salary deferral contributions by the Participant to any Company or Designated Subsidiary 401(k) Plan or nonqualified deferred
compensation plan from compensation paid to the Participant by the Company or Designated Subsidiary, but excluding compensatory fringe
benefit payments and special award or bonus payments classified by the Company as excludable from Compensation.
(f)
“Designated Subsidiary” shall mean any Subsidiary that has been designated by the Board its sole discretion as eligible
to participate in the Plan, and such other Subsidiaries that may be designated by the Board from time to time in its sole discretion.
(g)
“Employee” shall mean any individual who is an Employee of the Company or Designated Subsidiary for tax purposes whose
customary employment with the Company or Designated Subsidiary is at least twenty (20) hours per week and more than five (5) months in
any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is
on military leave, sick leave or other leave of absence approved by the Company or Designated Subsidiary and meeting the requirements
of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three months, or such other period of time specified
in Treasury Regulation 1.421-1(h)(2), and the individual’s right to reemployment is not guaranteed either by statute or by contract,
the employment relationship shall be deemed to have terminated on the first day immediately following such three-month period, or such
other period specified in Treasury Regulation 1.421-1(h)(2). An individual who performs services as an employee for the Company or Designated
Subsidiary shall not be considered an Employee if the laws of the country (outside of the United States) in which such individual is
a citizen or resident prohibits his or her participation in the Plan to the extent provided in Treasury Regulation 1.423-2(f).
(h)
“Enrollment Date” shall mean the first Trading Day of each Offering Period.
(i)
“Exercise Date” shall mean the last Trading Day of each Offering Period.
(j)
“Fair Market Value” shall mean, as of any date, the value of Common Stock determined as follows:
(i)
If the Common Stock is listed on any established stock exchange or a national market system, including without limitation The New York
Stock Exchange American Exchange (“NYSE American”), its Fair Market Value shall be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the date
of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable;
(ii)
If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean of the closing bid and asked prices for the Common Stock prior to the date of determination, as reported in The
Wall Street Journal or such other source as the Board deems reliable; or
(iii)
In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the
Board.
(k)
“Offering Period” shall mean a period of three months commencing on the first day of each calendar quarter.
(l)
“Participant” shall mean an Employee who participates in the Plan.
(m)
“Plan” shall mean this Stereotaxis, Inc. 2022 Employee Stock Purchase Plan.
(n)
“Purchase Price” shall mean 95% of the Fair Market Value of a share of Common Stock on the Exercise Date.
(o)
“Reserves” shall mean the number of shares of Common Stock covered by each option under the Plan which have not yet
been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under
option.
(p)
“Subsidiary” shall mean any corporation other than the Company, in an unbroken chain of corporations beginning with
the Company if, at the time of granting an option under the Plan, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in
such chain, whether or not such corporation exists now or is hereafter organized or acquired by the Company or a Subsidiary. In all cases,
the determination of whether an entity is a Subsidiary shall be made in accordance with Section 424 of the Code.
(q)
“Trading Day” shall mean a day on which national stock exchanges and the NYSE American are open for trading.
3.
Eligibility.
(a)
Any Employee who shall be employed by the Company or Designated Subsidiary on a given Enrollment Date shall be eligible to participate
in the Plan with respect to such Offering Period.
(b)
Any provisions of the Plan to the contrary notwithstanding, no participant shall be granted an option under the Plan (i) to the extent
that, immediately after the grant, such participant (or any other person whose stock would be attributed to such participant pursuant
to Section 424(d) of the Code) would own capital stock of the Company and/or hold outstanding options to purchase such stock possessing
five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary,
or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans of the Company and its Subsidiaries
accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the fair market value of the shares
at the time such option is granted) for each calendar year in which such option is outstanding at any time. The Board of Directors may
set a maximum number of shares of capital stock which any participant may purchase during any Offering Period.
4.
Offering Periods. The Plan shall be implemented by a series of Offering Periods, each with a duration of three (3) months, with
new Offering Periods commencing on the first day of each calendar quarter (or at such other time or times as may be determined by the
Board or a committee of the Board). The Plan shall continue until terminated in accordance with Section 20 hereof. The Board (or a committee
of the Board) shall have the power to change the duration and/or the frequency of the Offering Period with respect to future offerings
without stockholder approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected.
5.
Participation. An eligible Employee may become a participant in the Plan by enrolling through such procedures as may be provided
by the Company from time to time. Except as provided in Section 6, an enrollment in effect for a participant for a particular Offering
Period will continue in effect for subsequent Offering Periods if the participant remains an eligible Employee and has not withdrawn
from participation in the Plan pursuant to Section 10.
(a)
Payroll deductions for a Participant shall commence on the first payroll date following the Enrollment Date and shall end on the last
payroll date in the Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided
in Section 10.
(b)
During a leave of absence approved by the Company or a Designated Subsidiary and meeting the requirements of Treasury Regulation Section
1.421-1(h)(2), a Participant may continue to participate in the Plan by making cash payments to the Company on each pay day equal to
the amount of the Participant’s payroll deductions under the Plan for the pay day immediately preceding the first day of such Participant’s
leave of absence. If a leave of absence is unapproved or fails to meet the requirements of Treasury Regulation Section 1.421-1(h)(2),
the Participant will cease automatically to participate in the Plan. In such event, the Company will automatically cease to make contributions
for such Participant under the Plan and Company will pay to the Participant his or her total payroll deductions for the Offering Period,
in cash in one lump sum (without interest), as soon as practicable after the Participant ceases to participate.
(c)
By enrolling in the Plan, each participant will be deemed to have authorized the establishment of a brokerage account in his or her name
at a securities brokerage firm, which firm shall serve as custodial agent for the purpose of holding shares purchased under the Plan.
The account will be governed by, and subject to, the terms and conditions of a written agreement with the firm approved by the Board
or the committee administering the Plan.
6.
Payroll Deductions. At the time a Participant enrolls in the Plan, he or she shall elect to have payroll deductions made on each
pay day during the Offering Period in an amount not exceeding fifteen percent (15%) of the Compensation which he or she receives on each
pay day during the Offering Period. Except for the foregoing sentence, all eligible Employees shall have the same rights and privileges
under the Plan.
All
payroll deductions made for a Participant shall be credited to his or her notional account under the Plan and shall be withheld in whole
percentages only. The Company shall maintain records of all payroll deductions but shall have no obligation to pay interest on payroll
deductions or to hold such amounts in a trust or in any segregated account. A Participant may not make any additional payments into such
notional account, unless expressly permitted by the Board or committee administering the Plan.
(a)
A Participant’s election shall remain in effect for successive Offering Periods unless terminated or the Participant withdraws
as provided in Section 10 hereof. During an Offering Period, a Participant may elect to reduce his or her payroll deductions to zero
percent (0%), in accordance with such procedures as may be provided by the Company from time to time, but he or she may not otherwise
change the payroll deduction percentage during an Offering Period. Amounts deducted prior to an election to reduce his or her payroll
deductions to zero shall not be refunded to the Participant unless he or she specifically withdraws under Section 10. In accordance with
procedures established by the Company from time to time, a Participant must re-enroll in the Plan if he or she reduces his or her payroll
deductions to zero or withdraws under Section 10. The deduction rate selected by the Participant may be increased or decreased by the
Participant with respect to a subsequent Offering Period by submitting a new deduction rate election authorizing a new level of payroll
deductions prior to the beginning of the next Offering Period and otherwise in accordance with such rules and procedures as may be established
by the Company.
(b)
Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) hereof, the Company
may decrease a Participant’s payroll deductions to zero percent (0%) at any time during an Offering Period. Payroll deductions
shall recommence at the rate provided in such Participant’s subscription agreement at the beginning of the first Offering Period
which is scheduled to end in the following calendar year (or such earlier time as permitted under Section 423(b)(8) of the Code), unless
terminated by the Participant as provided in Section 10 hereof.
(c)
At the time the option is exercised, in whole or in part, or at the time some or all of the Company’s Common Stock issued under
the Plan is disposed of, the Participant must make adequate provision for the Company’s federal, state, or other tax withholding
obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may,
but shall not be obligated to, withhold from the Participant’s compensation the amount necessary for the Company to meet applicable
withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable
to sale or early disposition of Common Stock by the Participant.
7.
Grant of Option. On the Enrollment Date of each Offering Period, each Participant participating in such Offering Period shall
be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number
of shares of the Company’s Common Stock determined by dividing such Participant’s payroll deductions accumulated prior to
such Exercise Date by the applicable Purchase Price; provided that such purchase shall be subject to the limitations set forth in Sections
3(b) and 13. The Board may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares
of the Company’s Common Stock a Participant may purchase during each Offering Period. Exercise of the option shall occur as provided
in Section 8, unless the Participant has withdrawn pursuant to Section 10. The option shall expire on the last day of the Offering Period.
8.
Exercise of Option.
(a)
Unless a Participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of shares shall be exercised
automatically on the Exercise Date, and the maximum number of full shares subject to the option shall be purchased for such Participant
at the applicable Purchase Price with the accumulated payroll deductions in his or her notional account. No fractional shares shall be
purchased; any payroll deductions accumulated in a Participant’s notional account which are not sufficient to purchase a full share
shall be reflected as notional fractional shares in the Participant’s notional account for the subsequent Offering Period to be
aggregated with other notional shares on future Exercise Dates, subject to earlier withdrawal by the Participant as provided in Section
10. Any other monies left over in a Participant’s notional account after the Exercise Date shall be returned to the Participant.
During a Participant’s lifetime, a Participant’s options are exercisable only by him or her.
(b)
If the Board determines that, on a given Exercise Date, the number of shares with respect to which options are to be exercised may exceed
(i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date of the applicable Offering
Period, or (ii) the number of shares available for sale under the Plan on such Exercise Date, the Board may in its sole discretion (x)
provide that the Company shall make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date
or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be
equitable among all Participants exercising options to purchase Common Stock on such Exercise Date, and continue all Offering Periods
then in effect, or (y) provide that the Company shall make a pro rata allocation of the shares available for purchase on such Enrollment
Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion
to be equitable among all Participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all Offering
Periods then in effect pursuant to Section 20 hereof. The Company may make pro rata allocation of the shares available on the Enrollment
Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for
issuance under the Plan by the Company’s stockholders subsequent to such Enrollment Date. The balance of the amount credited to
the notional account of each Participant which has not been applied to the purchase of shares of Common Stock shall be paid to such Participant
in one lump sum in cash as soon as reasonably practicable after the Exercise Date, without any interest thereon.
9.
Delivery of Shares. As promptly as practicable after each Exercise Date on which a purchase of shares occurs, the Company shall
issue shares to each Participant by book entry on the Company’s transfer agent and registrar’s books of account in an account.
A physical share certificate shall not be issued or delivered unless specifically requested by the Participant.
10.
Withdrawal. A Participant may withdraw all but not less than all the payroll deductions credited to his or her notional account
and not yet used to exercise his or her option under the Plan at any time through such procedures as may be provided by the Company from
time to time. All of the Participant’s payroll deductions credited to his or her notional account shall be paid to such Participant
promptly after withdrawal and such participant’s option for the Offering Period shall be automatically terminated, and no further
payroll deductions for the purchase of shares shall be made for such Offering Period. If a Participant withdraws from an Offering Period,
payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the Participant elects to enroll in accordance
with the enrollment procedures as may be provided by the Company from time to time.
(a)
A Participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any
similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of
the Offering Period from which the Participant withdraws.
(b)
Notwithstanding the foregoing a Participant shall withdraw from an Offering Period if he or she makes a hardship withdrawal from a Company
or Designated Subsidiary 401(k) Plan if such 401(k) Plan so provides. Such Participant shall thereafter be suspended from participating
in this Plan in accordance with the terms of such 401(k) Plan.
11.
Termination of Employment. Upon a Participant’s ceasing to be an Employee, for any reason, he or she shall be deemed to
have elected to withdraw from the Plan and the payroll deductions credited to such Participant’s notional account during the Offering
Period but not yet used to exercise the option shall be returned to such Participant or, in the case of his or her death, to the person
or persons entitled thereto under Section 15 hereof, and such Participant’s option shall be automatically terminated. Therefore,
a Participant who ceases to be an Employee on any day during an Offering Period, including the last day, shall not be eligible to purchase
shares during such Offering Period.
12.
Interest. No interest shall accrue on the payroll deductions of a Participant in the Plan.
13.
Stock.
(a)
Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of
the Company’s Common Stock which shall be made available for sale under the Plan shall be 453,366 shares.
(b)
The Participant shall have no interest or voting right in shares covered by his or her option until such option has been exercised.
(c)
Shares to be issued to a Participant under the Plan shall be registered in the name of the Participant or in the name of the Participant
and his or her spouse.
14.
Administration. The Plan shall be administered by the Board or a committee of members of the Board appointed by the Board. The
Board or its committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan,
prescribe, amend, and rescind rules relating to the Plan’s administration, determine eligibility, adjudicate all disputed claims
filed under the Plan, and take any other actions necessary or desirable for the administration of the Plan The Board or its committee
may correct any defect or supply any omission or reconcile any inconsistency or ambiguity in the Plan. Every finding, decision and determination
made by the Board or its committee shall, to the full extent permitted by law, be final and binding upon all parties.
15.
Designation of Beneficiary.
(a)
In accordance with such procedures as may be established by the Board, a Participant may file a written designation of a beneficiary
who is to receive any shares and cash, if any, from the Participant’s notional account under the Plan in the event of such Participant’s
death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such Participant of such shares and cash.
In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s notional
account under the Plan in the event of such Participant’s death prior to exercise of the option. If a Participant is married and
the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective.
(b)
Such designation of beneficiary may be changed by the Participant at any time by written notice in such form, time, and manner and subject
to such other procedures as may be established by the Board. In the event of the death of a participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such Participant’s death, the Company shall issue such shares and/or
cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to
the knowledge of the Company), the Company, in its discretion, may issue such shares and/or cash to the spouse or to any one or more
dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person
as the Company may designate.
16.
Transferability. Neither payroll deductions credited to a Participant’s notional account nor any option or rights with regard
to the exercise of an option may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws
of descent and distribution or as provided in Section 15) by the Participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period
in accordance with Section 10.
17.
Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll deductions.
18.
Reports. Individual notional accounts shall be maintained for each Participant. Statements of notional accounts shall be given
to Participants at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price of any shares
purchased with accumulated funds, the number of shares purchased and the remaining cash balance, if any.
19.
Adjustments upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.
(a)
Changes in Capitalization. Subject to any required action by the stockholders of the Company, the Reserves, the maximum number
of shares each Participant may purchase each Offering Period (pursuant to Section 7), as well as the price per share and the number of
shares of Common Stock covered by each option under the Plan which has not yet been exercised shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall
not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option.
(b)
Dissolution or Liquidation. In the event of a proposed dissolution or liquidation of the Company, the Offering Period then in
progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”), and shall terminate immediately prior
to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board (or a committee of the Board).
The New Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation. The Board (or a committee
of the Board) shall notify each Participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise
Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option shall be exercised
automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided
in Section 10 hereof.
(c)
Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger
of the Company with or into another corporation, each outstanding option shall be assumed or an equivalent option substituted by the
successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to
assume or substitute for the option, any Offering Period then in progress shall be shortened by setting a new Exercise Date (the “New
Exercise Date”) and shall end on the New Exercise Date. The New Exercise Date shall be before the date of the Company’s proposed
sale or merger. The Board shall notify each Participant in writing, at least ten (10) business days prior to the New Exercise Date, that
the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option
shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering
Period as provided in Section 10.
20.
Amendment or Termination.
(a)
The Board (or a committee of the Board) may at any time and for any reason terminate or amend the Plan. Except as provided in Section
19, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Board (or a
committee of the Board) on any Exercise Date if the Board (or a committee of the Board) determines that the termination of the Offering
Period or the Plan is in the best interests of the Company and its stockholders. Except as provided in Section 19 and this Section 20,
no amendment may make any change in any option theretofore granted which adversely affects the rights of any Participant. To the extent
necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock
exchange rule), the Company shall obtain stockholder approval in such a manner and to such a degree as required.
(b)
Without stockholder consent and without regard to whether any Participant rights may be considered to have been “adversely affected,”
the Board (or a committee of the Board) shall be entitled to change the Offering Periods, limit the frequency and/or number of changes
in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than
U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes
in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or
accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly
correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the
Board (or a committee of the Board) determines in its sole discretion advisable which are consistent with the Plan.
(c)
In the event the Board (or a committee of the Board) determines that the ongoing operation of the Plan may result in unfavorable financial
accounting consequences, the Board (or a committee of the Board) may, in its discretion and, to the extent necessary or desirable, modify
or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:
(i)
altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;
(ii)
shortening any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time
of the action of the Board (or a committee of the Board); and
(iii)
allocating shares.
Such
modifications or amendments shall not require stockholder approval or the consent of any Plan Participants.
21.
Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company
for the receipt thereof.
22.
Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an option unless the exercise of such option and
the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.
As
a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute
such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable
provisions of law.
23.
Term of Plan. The Plan shall become effective upon the latest to occur of its adoption by the Board, its approval by the stockholders
of the Company or such date designated by the Board. It shall continue in effect for a term of ten (10) years unless sooner terminated
under Section 20.
24.
Equal Rights and Privileges. All Employees of the Company (or of any Designated Subsidiary) will have equal rights and privileges
under the Plan so that the Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code
or applicable Treasury regulations thereunder. Any provision of the Plan that is inconsistent with Section 423 or applicable Treasury
regulations will, without further act or amendment by the Company or the Board, be reformed to comply with the equal rights and privileges
requirement of Section 423 or applicable Treasury regulations.
25.
No Employment Rights. Nothing in the Plan shall be construed to give any person (including any Employee or Participant) the right
to remain in the employ of the Company, or a Subsidiary or to affect the right of the Company, or any Subsidiary to terminate the employment
of any person (including any Employee or Participant) at any time, with or without cause.
26.
Notice of Disposition of Shares. Each Participant shall give prompt notice to the Company of any disposition or other transfer
of any shares of Common Stock purchased upon exercise of an option if such disposition or transfer is made: (a) within two (2) years
from the Enrollment Date of the Offering Period in which the shares were purchased or (b) within one (1) year after the Exercise Date
on which such shares were purchased. Such notice shall specify the date of such disposition or other transfer and the amount realized,
in cash, other property, assumption of indebtedness or other consideration, by the Participant in such disposition or other transfer.
The Company has the authority to establish procedures regarding the ability of a Participant to transfer shares of Common Stock in order
to ensure compliance with this Section 26.
27.
Choice of Law. The Plan shall be governed by and construed in accordance with the laws of the State of Missouri without regard
to conflicts of law.
28.
Entire Plan. This Plan constitutes the entire plan with respect to the subject matter hereof and supersedes all prior plans with
respect to the subject matter hereof.
***
The
foregoing amended and restated Plan was approved and adopted by the Committee on February 15, 2024, and approved by the Stockholders
on May 15, 2024.
| |
/s/
Laura Spencer Garth |
| |
Secretary |
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333- ) pertaining to the Stereotaxis, Inc. 2022
Stock Incentive Plan, as amended and restated, and 2022 Employee Stock Purchase Plan, as amended and restated, of our report dated March
8, 2024 with respect to the financial statements and schedule of Stereotaxis, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 2023, filed with the Securities and Exchange Commission.
|
/s/ Ernst & Young
LLP |
| |
|
| St. Louis,
Missouri |
|
| August
23, 2024 |
|
Exhibit
24.1
POWER
OF ATTORNEY
Know
All Persons By These Presents:
That
each person whose signature appears below, as a director or officer of Stereotaxis, Inc., a Delaware corporation (the “Company”),
does hereby make, constitute and appoint David L. Fischel, Kimberly R. Peery and Laura S. Garth, and each or any one of them, his or
her true and lawful attorney-in-fact and agent for the undersigned, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to execute and sign a registration statement on Form S-8 covering
the registration of securities of the Company to be issued under the Stereotaxis, Inc. 2022 Stock Incentive Plan, as Amended and Restated,
and the 2022 Employee Stock Purchase Plan, as Amended and Restated, and any and all amendments (including post-effective amendments)
to such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,
or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
In
Witness Whereof, this Power of Attorney has been signed by the following persons in the capacities indicated effective as of the
23rd day of August, 2024.
Signature |
|
Title(s) |
| |
|
/s/
David L. Fischel
David
L. Fischel |
|
Chairman
and Chief Executive Officer
(principal
executive officer) |
| |
|
/s/
Kimberly R. Peery
Kimberly
R. Peery |
|
Chief
Financial Officer
(principal
financial officer and principal accounting officer) |
| |
|
/s/
David W. Benfer
David
W. Benfer |
|
Director |
| |
|
/s/
Myriam Curet
Myriam
Curet |
|
Director |
| |
|
|
/s/
Nathan Fischel
Nathan
Fischel |
|
Director |
| |
|
/s/
Ross B. Levin
Ross
B. Levin |
|
Director |
| |
|
/s/
Arun S. Menawat
Arun
S. Menawat |
|
Director |
| |
|
/s/
Nachum Shamir
Nachum
“Homi” Shamir |
|
Director |
Exhibit
107.1
Calculation
of Filing Fee Tables
Registration
Statement on Form S-8
(Form
Type)
STEREOTAXIS,
INC.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
| Security Type | |
Security Class Title | |
Fee Calculation Rule | |
Amount
Registered (1) | |
Proposed Maximum
Offering Price
Per Share (2) | |
Maximum Aggregate Offering
Price | |
Fee Rate | |
Amount of Registration Fee |
| Equity | |
Common Stock, $0.001 par value,
issuable pursuant to the 2022
Stock Incentive Plan, as amended
and restated | |
Other | |
| 4,000,000 (3) | | |
$ | 1.90 | | |
$ | 7,600,000 | | |
| $147.60 per $1,000,000 | | |
$ | 1,122 | |
| Equity | |
Common Stock, $0.001 par value,
issuable pursuant to the 2022
Employee Stock Purchase Plan,
as amended and restated | |
Other | |
| 250,000 (4) | | |
$ | 1.90 | | |
$ | 475,000 | | |
| $147.60
per $1,000,000 | | |
$ | 70 | |
| Total Offering Amounts | |
$ | 8,075,000 | | |
| | | |
$ | 1,192 | |
| Total Fees Previously Paid | |
| | | |
| | | |
| — | |
| Total Fee Offsets | |
| | | |
| | | |
| — | |
| Net Fee Due | |
| | | |
| | | |
$ | 1,192 | |
| (1) | Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement shall also cover an indeterminate number of additional shares
of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”),
that become issuable under the Stereotaxis, Inc. 2022 Stock Incentive Plan, as amended and
restated (the “2022 Incentive Plan”) or the Stereotaxis, Inc. 2022 Employee Stock
Purchase Plan, as amended and restated (the “2022 ESPP”) by reason of any stock
splits, stock dividends, recapitalization or other similar transactions. |
| (2) | Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h)
under the Securities Act and based upon the average of the high and low prices of the Registrant’s
Common Stock as reported by the NYSE American LLC on August 19, 2024. |
| (3) | Represents
additional shares of Common Stock reserved for issuance under the 2022 Incentive Plan. |
| (4) | Represents
additional shares of Common Stock reserved for issuance under the 2022 ESPP. |
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