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STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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       The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of April 30, 2004 and as adjusted to reflect the sale of the shares offered, by:

  •  each person known by us to own beneficially more than 5% of our outstanding common stock;
  •  each of our directors;
  •  each named executive officer; and
  •  all of our directors and executive officers as a group.

       Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power over securities. The table below includes the number of shares underlying options and warrants that are currently exercisable or exercisable within 60 days of April 30, 2004 and is adjusted to reflect the conversion of all shares of our preferred stock into an aggregate of 66,436,116 shares of our common stock prior to this offering. It is therefore based on 72,003,728 shares of common stock outstanding before this offering and                      shares of common stock outstanding immediately after this offering, based on the number of shares outstanding as of April 30, 2004. Shares of common stock subject to options and warrants that are currently exercisable or exercisable within 60 days of April 30, 2004 are considered outstanding and beneficially owned by the person holding the options or warrants for the purposes of computing beneficial ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws where applicable, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name. Except as otherwise indicated, the address of each of the persons in this table is as follows: c/o Stereotaxis, Inc., 4041 Forest Park Avenue, St. Louis, Missouri 63108.

Number of Percent Percent
shares beneficially beneficially
beneficially owned before owned after
Name of beneficial owner owned this offering this offering

Five percent stockholders
Entities affiliated with Sanderling Ventures(1)
400 S. El Camino Real, Suite 1200
San Mateo, CA 94402
    11,424,112       15.72 %       %
Alafi Capital Company LLC(2)
9 Commodore Drive, Suite 405
Emeryville, CA 94608
    8,072,250       11.13 %       %
Entities affiliated with EGS Healthcare(3)
105 Rowayton Avenue, 2nd Floor
Rowayton, CT 06853
    6,813,687       9.36 %       %
Entities affiliated with Ampersand Ventures(4)
55 William Street, Suite 240
Wellesley, MA 02481
    4,725,703       6.55 %       %


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