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STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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  •  our ability to develop sales and marketing capabilities;
  •  the success of our collaborations with Siemens, Philips and J&J and others;
  •  our ability to develop, introduce and market new or enhanced versions of our products on a timely basis;
  •  our ability to obtain regulatory clearances or approvals for our new products; and
  •  our ability to obtain and protect proprietary rights.

       Our operating results in any particular period may not be a reliable indication of our future performance. In some future quarters, our operating results may be below the expectations of securities analysts or investors. If this occurs, the price of our common stock will likely decline.

Our common stock has not been publicly traded, and we expect that the price of our common stock will fluctuate substantially, possibly resulting in class action securities litigation.

       Before this offering, there has been no public market for shares of our common stock. An active public trading market may not develop after completion of this offering or, if developed, may not be sustained. The price of the shares of common stock sold in this offering will not necessarily reflect the market price of the common stock after this offering. The market price for the common stock after this offering will be affected by a number of factors, including:

  •  actual or anticipated variations in our results of operations or those of our competitors’;
  •  the receipt or denial of regulatory approvals;
  •  announcements of new products, technological innovations or product advancements by us or our competitors;
  •  developments with respect to patents and other intellectual property rights;
  •  changes in earnings estimates or recommendations by securities analysts or our failure to achieve analyst earnings estimates; and
  •  developments in our industry.

       The stock prices of many companies in the medical device industry have experienced wide fluctuations that have often been unrelated to the operating performance of these companies. Following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against those companies. Class action securities litigation, if instituted against us, could result in substantial costs and a diversion of our management resources, which could significantly harm our business.


       This prospectus, including the sections entitled “Prospectus Summary”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business”, contains forward-looking statements. These statements relate to, among other things:

  •  our business strategy;
  •  our value proposition;
  •  the ability of physicians to perform certain medical procedures with our products safely, effectively and efficiently;
  •  the adoption of our products by hospitals and physicians;
  •  the market opportunity for our products, including expected demand for our products;


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