SEC FORM 4SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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checkbox uncheckedCheck this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Fischel Nathan

(Last)(First)(Middle)
C/O STEREOTAXIS, INC.
710 NORTH TUCKER BOULEVARD, SUITE 110

(Street)
ST. LOUISMO63101

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Stereotaxis, Inc. [ STXS ]
Foreign Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
checkbox checkedDirectorcheckbox checked10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checkedForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Convertible Promissory Notes(2)11/09/2026P(1)$2,000,00011/09/2026(3)11/09/2029Common Stock1,652,892$2,000,000$2,000,000ISee Footnote(4)
Explanation of Responses:
1. On November 9, 2026, the Issuer entered into a note purchase agreement (the "Purchase Agreement") with certain investors, including DAFNA Capital Management, LLC ("DAFNA"), on behalf of funds of which it is the investment manager and general partner, for the purchase of convertible promissory notes (the "Notes"). DAFNA acquired Notes under the Purchase Agreement in the aggregate principal amount, and for a total purchase price, of $2,000,000. The Notes have a maturity date of November 9, 2029 and bear interest at a rate of 10% per annum, which may be paid in cash or in kind be adding the amount of interest to the principal balance.
2. The conversion of the Notes will be made based on a conversion rate of $1.21 per share.
3. The Notes and accrued interest are convertible into shares of the Issuer's Common Stock at the election of the holders at any time prior to the maturity date or the consummation of a merger, sale, consolidation or reorganization of the Issuer, subject to a 19.9% beneficial ownership blocker. If the Notes cannot be fully converted due to the NYSE American exchange cap, then no portion of the Notes will convert into the Issuer's Common Stock until the Issuer has obtained stockholder approval to the waiver of the exchange cap.
4. Held by funds of which DAFNA is the investment manager and general partner. Dr. Fischel is the Chief Executive Officer, of DAFNA Capital Management, LLC.
By:/s/ Kimberly R. Peery, Attorney-in-Fact for Nathan Fischel11/12/2026
** Signature of Reporting PersonDate
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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