AND ANSWERS ABOUT THE ANNUAL MEETING
Why am I receiving these materials?
Board of Directors (the “Board”) of Stereotaxis, Inc. (the “Company”) is soliciting proxies from the Company’s
shareholders in connection with its 2019 Annual Meeting of Shareholders to be held on May 21, 2019 and any and all adjournments
and postponements thereof. You are encouraged to vote on the proposals presented in these proxy materials. You are invited to
attend the Annual Meeting, but you do not have to attend to vote.
When and where is the Annual Meeting?
will hold the Annual Meeting of Shareholders on May 21, 2019 at 9:00 a.m. Central Daylight Time, at our principal executive offices
located at 4320 Forest Park Avenue, Suite 100, St. Louis, Missouri 63108.
Why did I receive a notice in the mail
regarding the Internet availability of proxy materials instead of a full set of proxy materials?
accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we may furnish proxy materials,
including this proxy statement and our 2018 Annual Report on Form 10-K, to our shareholders by providing access to such documents
on the Internet instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless
they request them. Instead, the Notice, which was mailed to most of our shareholders, will instruct you as to how you may access
and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the
Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting
such materials in the Notice.
How do I get electronic access to the proxy materials?
Notice will provide you with instructions regarding how to view our proxy materials for the Annual Meeting on the Internet.
Who is entitled to vote?
are entitled to vote if you were a shareholder of record of shares of our common stock or Series A Convertible Preferred Stock
at the close of business on March 25, 2019 (the “Record Date”). On March 25, 2019, there were 59,304,222 shares of
our common stock outstanding and entitled to vote and 23,880 shares of our Series A Convertible Preferred Stock outstanding.
How many votes do I have?
share of common stock that you own entitles you to one vote. On the Record Date, there were a total of 59,304,222 shares of common
stock outstanding. As of the Record Date, each share of our Series A Convertible Preferred Stock is convertible into 1,768 shares
of our common stock, and is entitled to one vote for each share of common stock into which it is convertible, subject to specified
beneficial ownership limitations. On the Record Date there were 23,880 shares of Series A Convertible Preferred Stock outstanding,
entitling the holders of those shares to an aggregate of 15,698,415 votes.
What am I being asked to vote on?
are asking our shareholders to (1) elect one Class I director to serve until our 2020 Annual Meeting of Shareholders and two Class
III Directors to serve until our 2022 Annual Meeting of Shareholders, (2) ratify the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the 2019 fiscal year, (3) approve an ESPP Amendment to provide that an additional
250,000 shares of common stock of the Company be made available for issuance under the ESPP for awards to participants, (4) approve
an amendment to the Company’s Certificate of Incorporation to authorize a reverse stock split of the Company’s common
stock, par value $0.001 per share, (5) approve an amendment to the Company’s Certificate of Incorporation to authorize a
reduction of the authorized number of shares of our Common Stock, $0.001 par value per share, from 300,000,000 to 100,000,000
and (6) transact such other business as may properly come before the meeting.