Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.



Subject to Completion. Dated June 17, 2004.

                                          Shares

(STEREOTAXIS LOGO)

Common Stock


       This is an initial public offering of shares of common stock of Stereotaxis, Inc. All of the                               shares of common stock are being sold by Stereotaxis.

       Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $                    and $                    . Application has been made for quotation of the common stock on the Nasdaq National Market under the symbol “STXS”.

       See “Risk Factors” on page 7 to read about factors you should consider before buying shares of the common stock.


       Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy of this prospectus. Any representation to the contrary is a criminal offense.


                 
Per Share Total


Initial public offering price
  $       $    
Underwriting discount
  $       $    
Proceeds, before expenses, to Stereotaxis
  $       $    

       To the extent that the underwriters sell more than                               shares of common stock, the underwriters have the option to purchase up to an additional  shares from Stereotaxis at the initial public offering price less the underwriting discount.


       The underwriters expect to deliver the shares against payment in New York, New York on                     , 2004.

 
Goldman, Sachs & Co. Bear, Stearns & Co. Inc.
Deutsche Bank Securities A.G. Edwards


Prospectus dated                     , 2004.


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