Exhibit
4.7


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934


 


The
following summary describes the common stock, $0.001 par value per share, of Stereotaxis, Inc. (the “Company,” “we,”
“our,” “us,” and “our”), which are the only securities of the Company registered pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended.


 


The
following description is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference
to (i) our Restated Certificate of Incorporation, as amended by the Certificate of Amendment to Amended and Restated Certificate
of Incorporation (as so amended, the “Certificate of Incorporation”), and (ii) our Restated Bylaws (the “Bylaws”),
each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.7 is a part.
We encourage you to read our Certificate of Incorporation, our Bylaws and the applicable provisions of the Delaware General Corporation
Law for additional information.


 


Authorized
and Outstanding Capital Stock


 


Our
authorized capital stock consists of 300,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of
preferred stock, $0.001 par value per share. As of December 31, 2019, there were 68,529,623 shares of our common stock issued
and outstanding. In addition, as of such date, we had authorized the issuance of up to (i) 24,000 shares of Series A Convertible
Preferred Stock (the “Series A Preferred”) and (ii) 5,610,121 Series B Convertible Preferred Stock (the “Series
B Preferred”), leaving an aggregate of 4,365,879 shares of preferred stock authorized but undesignated. As of December 31,
2019, there were (i) 23,110 shares of Series A Preferred issued and outstanding, which are convertible into shares of the Company’s
common stock at an initial conversion rate of $0.65 per share (which was an aggregate of 42,497,068 shares of the Company’s
common stock as of such date) and (ii) 5,610,121 shares of Series B Preferred issued and outstanding, which were convertible into
an aggregate of 5,610,121 shares of the Company’s common stock as of such date, with a blocker on conversion of such Series
A and Series B Preferred if the holder would exceed a specified threshold of voting security ownership set forth in the
respective certificates of designation for each such series.


 


Common
Stock


 


Voting
Rights. Holders of our common stock are entitled to one vote per share on all matters to be voted upon by shareholders.
In addition, holders of our Series A Preferred are entitled to vote such shares on an as-converted basis with the common stock,
subject to specified beneficial ownership issuance limitations. In accordance with Delaware law, the affirmative vote of a majority
of the shares cast at a duly held meeting at which a quorum is present shall be the act of the shareholders. The presence at the
meeting, by person or by proxy, of the holders of record of a majority of shares issued and outstanding and entitled to vote will
constitute a quorum for transacting business. Our stockholders do not have cumulative voting rights in the election of directors.
Accordingly, holders of a majority of the shares eligible to vote, which as of the date of this prospectus are holders of our
common stock and our Series A Preferred, are able to elect all of the directors, subject to any rights to elect directors that
may be granted to any then-outstanding preferred stock.


 


Liquidation
Rights. If we are liquidated, our creditors and any holders of our preferred stock with preferential liquidation rights
will be paid before any distribution to holders of common stock.


 


Shares
of our Series A Preferred rank senior to shares of our common stock and our Series B Preferred as to distributions and payments
upon the liquidation, dissolution and winding up of the Company. No such distributions or payments upon the liquidation, dissolution
or winding up of the Company may be made to holders of common stock or holders of the Series B Preferred unless and until the
holders of the Series A Preferred have received the stated value of $1,000 per share plus any accrued and unpaid dividends. Our
Series A Preferred bears dividends at a rate of six percent (6.0%) per annum, which are cumulative and accrue daily from their
date of issuance, September, 2016, on the $1,000 stated value. However, such dividends will not be paid in cash, except in connection
with any liquidation, dissolution or winding up of the Company or any redemption of the Series A Preferred. Instead, the value
of the accrued dividends is added to the liquidation preference of the Series A Preferred and will increase the number of shares
of common stock issuable upon conversion, which will dilute the ownership of our common stockholders.


 


The
Series B Convertible Preferred Stock ranks on parity with our common stock as to distributions and payments upon the liquidation,
dissolution and winding up of the Company. Subject to the prior and superior rights of the holders of the Series A Preferred and
any other securities of the Company that rank senior to our common stock and the Series B Preferred, upon liquidation, dissolution
or winding up of the Company, shares of common stock and Series B Preferred will be entitled to receive distributions of any of
the assets or surplus funds of the Company on a pari passu basis.


 


In
addition, the liquidation rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected
by, the rights of the holders of shares of any series of preferred stock which we may designate and issue in the future.


 




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Dividend
Rights. The holders of our common stock are entitled to receive dividends when and as declared by our board of directors
out of funds legally available for dividends, subject to the prior rights or preferences applicable to any preferred stock as
may then be outstanding. The Series B Preferred is entitled to dividends equal to and in the same form as dividends actually paid
on shares of common stock when, as and if such dividends are paid on shares of common stock.


 


Until
all shares of our Series A Preferred have been converted or redeemed, no dividends may be paid on the common stock or the Series
B Preferred without the express written consent of the holders of a majority of the outstanding shares of Series A Preferred.
In the event that dividends or other distributions of assets are made or paid by the Company to the holders of the common stock
or the holders of shares of the Series B Preferred, the holders of shares of the Series A Preferred are entitled to participate
in such dividend or distribution on an as-converted basis.


 


The
Company has not declared or paid any cash dividends on its common stock and the Company does not presently intend to pay any cash
dividends in the foreseeable future.


 


Other
Rights and Preferences. Shares of our common stock have no preemptive rights, no conversion rights, no redemption or sinking
fund provisions, and are not liable for further call or assessment.


 


Listing.
Our common stock currently trades on the NYSE American LLC under the symbol “STXS.”


 


Anti-Takeover
Provisions


 


Interested
Stockholder Transactions. We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware
corporation from engaging in any “business combination” with any “interested stockholder” for a period
of three years after the date that such stockholder became an interested stockholder, with the following exceptions:


 


	 	●	before
    such date, the board of directors of the corporation approved either the business combination or the transaction that resulted
    in the stockholder becoming an interested stockholder;
	 	 	 
	 	●	upon
    consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
    owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes
    of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee
    stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to
    the plan will be tendered in a tender or exchange offer; or
	 	 	 
	 	●	on
    or after such date, the business combination is approved by the board of directors and authorized at an annual or special
    meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting
    stock that is not owned by the interested stockholder.


 


Section
203 defines “business combination” to include the following:


 


	 	●	any
    merger or consolidation involving the corporation and the interested stockholder;
	 	 	 
	 	●	any
    sale, transfer, pledge or other disposition involving the interested stockholder of assets with a value of 10% or more of
    either the total assets or all outstanding stock of the corporation;
	 	 	 
	 	●	subject
    to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation
    to the interested stockholder;
	 	 	 
	 	●	any
    transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class
    or series of the corporation beneficially owned by the interested stockholder; or
	 	 	 
	 	●	the
    receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits
    by or through the corporation.


 


In
general, Section 203 defines “interested stockholder” as an entity or person beneficially owning 15% or more of the
outstanding voting stock of the corporation or any entity or person affiliated with or controlling or controlled by such entity
or person.


 


In
addition, some provisions of our Certificate of Incorporation and Bylaws may be deemed to have an anti-takeover effect and may
delay or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts
that might result in a premium over the market price for the shares held by stockholders.


 




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Cumulative
Voting. Our amended and restated certificate of incorporation expressly denies stockholders the right to cumulative voting
in the election of directors.


 


Classified
Board of Directors. Our board of directors is divided into three classes of directors serving staggered three-year terms.
As a result, approximately one-third of the board of directors is elected each year, which has the effect of requiring at least
two annual stockholder meetings, instead of one, to replace a majority of the members of the board. These provisions, when coupled
with the provision of our Certificate of Incorporation authorizing only the board of directors to fill vacant directorships or
increase the size of the board of directors, may deter a stockholder from removing incumbent directors and simultaneously gaining
control of the board of directors by filling the vacancies created by such removal with its own nominees. The certificate of incorporation
also provides that directors may be removed by stockholders only for cause. Since the board of directors has the power to retain
and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect
a change in management.


 


Stockholder
Action; Special Meeting of Stockholders. Our Certificate of Incorporation and Bylaws do not permit stockholders to act by
written consent. They provide that special meetings of our stockholders may be called only by the chairman of our board of directors,
our chief executive officer or a majority of our directors. Further, our Certificate of Incorporation provides that the stockholders
may amend bylaws adopted by the board of directors or specified provisions of the certificate of incorporation by the affirmative
vote of at least 66-2/3% of our capital stock.


 


Advance
Notice Requirements for Stockholder Proposals and Directors Nominations. Our Bylaws provide that stockholders seeking to bring
business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of
stockholders, must provide timely notice in writing. To be timely, a stockholder’s notice must be delivered to or mailed
and received at our principal executive offices not more than 120 days or less than 90 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders. However, in the event that the annual meeting is called for a date that
is not within 30 days before or after such anniversary date, notice by the stockholder in order to be timely must be received
not later than the close of business on the 10th day following the date on which notice of the date of the annual meeting was
mailed to stockholders or made public, whichever first occurs. Our Bylaws also specify requirements as to the form and content
of a stockholder’s notice. These provisions may preclude stockholders from bringing matters before an annual meeting of
stockholders or from nominating directors at an annual meeting of stockholders.


 


Authorized
But Unissued Shares. Our authorized but unissued shares of common stock and preferred stock are available for future issuance
without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public
offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued
shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of Stereotaxis
by means of a proxy contest, tender offer, merger or otherwise.


 


Amendments;
Supermajority Vote Requirements. The Delaware General Corporation Law provides generally that the affirmative vote of a majority
of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws,
unless either a corporation’s certificate of incorporation or bylaws requires a greater percentage. Our Certificate of Incorporation
imposes supermajority vote requirements of 66-2/3% of the voting power of our capital stock in connection with the amendment of
certain provisions of our Certificate of Incorporation and Bylaws, including those provisions relating to the classified board
of directors, action by written consent and the ability of stockholders to call special meetings.


 


Limitation
of Liability and Indemnification


 


Our
Certificate of Incorporation provides that we will indemnify our directors and officers, and may indemnify our employees and other
agents, to the fullest extent permitted by the General Corporation Law of the State of Delaware. We currently have a directors’
and officers’ liability insurance policy that insures such persons against the costs of defense, settlement or payment of
a judgment under certain circumstances.


 


In
addition, our Certificate of Incorporation provides that the liability of our directors for monetary damages shall be eliminated
to the fullest extent permissible under the General Corporation Law of the State of Delaware. This provision in our Certificate
of Incorporation does not eliminate a director’s duty of care, and, in appropriate circumstances, equitable remedies such
as an injunction or other forms of non-monetary relief remain available. Each director will continue to be subject to liability
for any breach of the director’s duty of loyalty to us, for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, for acts or omissions that the director believes to be contrary to our best interests
or our stockholders, for any transaction from which the director derived an improper personal benefit, for improper transactions
between the director and us, and for improper distributions to stockholders and loans to directors and officers. This provision
also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or state or
federal environmental laws.


 


We
have entered into, and intend to continue to enter into, separate indemnification agreements with each of our directors and officers
which may be broader than the specific indemnification provision contained in the Delaware General Corporation Law. Under these
agreements, we are required to indemnify them against all expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred, in connection with any actual, or any threatened, proceeding if any of them may be made a party because he
or she is or was one of our directors or officers. We are obligated to pay these amounts only if the officer or director acted
in good faith and in a manner that he or she reasonably believed to be in or not opposed to our best interests. With respect to
any criminal proceeding, we are obligated to pay these amounts only if the officer or director had no reasonable cause to believe
that his or her conduct was unlawful. The indemnification agreements also set forth procedures that will apply in the event of
a claim for indemnification thereunder.


 




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