| FORM 4 | UNITED 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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 | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check 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*
(Street)
| 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)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Promissory Notes | (2) | 11/09/2026 | P(1) | $2,000,000 | 11/09/2026(3) | 11/09/2029 | Common Stock | 1,652,892 | $2,000,000 | $2,000,000 | I | See footnote(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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 DAFNA LifeScience, L.P. and DAFNA LifeScience Select, L.P. (the "Funds"), 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. The reported securities are directly owned by the Funds. DAFNA may be deemed to beneficially own the reported securities as the investment manager and general partner of the Funds. The reported securities may also be deemed beneficially owned by Dr. Fariba Ghodsian as the Chief Investment Officer of DAFNA. DAFNA and Dr. Ghodsian disclaim beneficial ownership of the reported securities except to the extent of its and her respective pecuniary interest therein, if any. This report shall not be deemed an admission that DAFNA or Dr. Ghodsian is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| DAFNA Capital Management, LLC By: /s/ Dr. Nathan Fischel | 11/12/2026 | |
| By: /s/ Dr. Fariba Ghodsian | 11/12/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||