{"url_path":"/sec/stxs/8-k/2026-07-09/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1289340/0001493152-26-032598-index.html","accession_number":"0001493152-26-032598","cik":"0001289340","ticker":"STXS","issuer_name":"Stereotaxis, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1289340/0001493152-26-032598-index.html","primary_entity_key":"0001289340","primary_entity_name":"Stereotaxis, Inc."},"word_count":565,"has_tables":true,"body_markdown":"** **\n\n**Item\n3.02. Unregistered Sales of Equity Securities**\n\n \n\nOn\nJuly 7, 2026, Stereotaxis, Inc. (the “Company”) completed its previously announced acquisition (the “Acquisition”)\nof shares and other securities collectively representing 100% of the share capital and voting power of Robocath, a French *société\npar actions simplifiée* (“Robocath”), pursuant to that certain Share Sale Agreement (the “Share Sale Agreement”),\ndated as of April 14, 2026, by and among the Company, Robocath, the shareholders of Robocath and an individual serving as manager. In\nconnection with the Acquisition, the Company issued (i) 1,469,485 shares of its common stock, par value $0.001 per share (the “Common\nStock”) and (ii) “pre-funded” warrants (the “Purchaser Warrants”) to purchase 4,575,143 shares of Common\nStock to the securityholders of Robocath, in accordance with the terms and subject to the conditions set forth in the Share Sale Agreement.\nThe Purchaser Warrants were issued to a Robocath securityholder that elected, as permitted by the Share Sale Agreement, to receive Purchaser\nWarrants in the Acquisition in lieu of shares of Common Stock it would have otherwise received under the Share Sale Agreement. Each Purchaser\nWarrant issued at closing entitles the holder thereof to acquire one share of Stereotaxis Common Stock at an exercise price equal to\nthe par value of such Common Stock and is exercisable at any time from the date of issuance until July 7, 2031. In addition, at the\nclosing of the Acquisition, the Company also issued 225,000 shares of Common Stock to Robocath’s financial advisor as partial payment\nof a success fee for acquisition advisory services rendered to Robocath and its securityholders in connection with the Acquisition.\n\n \n\nPursuant\nto the Share Sale Agreement, the Company may also issue additional shares of Common Stock to the Robocath securityholders and Robocath’s\nfinancial advisor (or Purchaser Warrants, subject to the continuing election of the eligible Robocath securityholder) if certain previously\ndisclosed earnout performance targets are met during respective earnout periods, in an amount not to exceed $25.0 million in the aggregate.\nThe exact number of shares of Common Stock and/or Purchaser Warrants, if any, to be issued will depend upon whether earnout targets are\nachieved, the market value of the Common Stock at the time of issuance, and working capital and other adjustments to the Purchase Price\nset forth in the Share Sale Agreement, including offsets, if any, for indemnification obligations, and whether the earnout consideration\nwill be paid in cash or Common Stock, at the Company’s election. In no event will the Company issue a number of shares of Common\nStock to the Robocath securityholders or Robocath’s financial advisor in connection with Acquisition in excess of 19.9% of the\nnumber of shares of Common Stock outstanding before the issuance of shares in the Acquisition without stockholder approval.\n\n \n\nThe\nissuance of shares of the Company’s Common Stock and Purchaser Warrants in connection with the Acquisition were exempt (and in\nthe case of earnout consideration, will be exempt) from the registration requirements of the Securities Act of 1933, as amended, pursuant\nto Section 4(a)(2) thereof, by Rule 506(b) of Regulation D promulgated thereunder and/or Regulation S promulgated thereunder. The Company\nis relying, in part, upon representations from the recipients of the Company’s securities in the Share Sale Agreement that each\nsuch recipient was an accredited investor (as defined in Regulation D under the Securities Act) and/or Non-U.S. Person (as defined in\nRegulation S under the Securities Act)."}