Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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Sales of a substantial number of shares of our common stock in the public market after this offering, or the perception that they may occur, may depress the market price of our common stock.

       Sales of substantial amounts of our common stock in the public market following this offering, or the perception that substantial sales may be made, could cause the market price of our common stock to decline. These sales might also make it more difficult for us to sell equity securities at a time and price that we deem appropriate. The lock-up agreements delivered by our executive officers, directors and substantially all of our stockholders and optionholders provide that Goldman, Sachs & Co., on behalf of the underwriters, in its sole discretion, may release those parties, at any time or from time to time and without notice, from their obligation not to dispose of shares of common stock for a period of 180 days after the date of this prospectus. Goldman, Sachs & Co. has no pre-established conditions to waiving the terms of the lock-up agreements, and any decision by it to waive those conditions would depend on a number of factors, which may include market conditions, the performance of the common stock in the market and our financial condition at that time.

       After this offering, we will have outstanding                     shares of common stock, based upon                     shares of common stock outstanding as of                     , 2004, which assumes the conversion of all of our preferred stock into an aggregate of 66,436,116 shares of common stock immediately prior to the offering and the conversion of the outstanding principal and interest under a $2 million cumulative convertible pay-in-kind 8% note issued to Siemens in August 2003 into an aggregate of                     shares of our common stock immediately prior to the closing of this offering, based on an assumed initial public offering price of $          per share, but assumes no exercise of the underwriters’ over-allotment option and no exercise of outstanding options or warrants. This includes the                     shares we are selling in this offering, which may be resold in the public market immediately. The remaining           %, or                     shares, of our total outstanding shares will become available for resale in the public market as shown in the chart below. As restrictions on resale end, the market price could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them.

     
Number of shares/%
of total outstanding Date of availability for resale into public market


     /     %
  90 days after the effective date of this prospectus due to the requirements of the federal securities laws.
     /     %
  180 days after the date of this prospectus due to an agreement these shareholders have with the underwriters. However, the underwriters can waive this restriction and allow these shareholders to sell their shares at any time.

       For a more detailed description, please see “Shares Eligible for Future Sale”.

New investors in our common stock will experience immediate and substantial book value dilution after this offering.

       The initial public offering price of our common stock will be substantially higher than the pro forma net tangible book value per share of the outstanding common stock immediately after the offering. Based on an assumed initial public offering price of $          per share and our net tangible book value as of March 31, 2004, if you purchase our common stock in this offering you will pay more for your shares than the amounts paid by existing shareholders for their shares and you will suffer immediate dilution of approximately $          per share in pro forma net tangible book value. In the past, we have issued options and warrants to acquire common stock at prices significantly below the initial public offering price. As of March 31, 2004, 7,418,310 shares of our common stock were issuable upon exercise of currently outstanding stock options, at a weighted average exercise price of $1.33 per share, 4,295,395 shares of our common stock were issuable upon the exercise of outstanding warrants, at a weighted average exercise price of $2.36 per share, and up to 1,693,257 shares of our common stock were reserved for future issuance under our various option plans. In addition, our 2002

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