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Stereotaxis, Inc. reports that on July 7, 2026 it completed the acquisition of Robocath, obtaining 100% of its share capital and voting power. The company describes extensive integration, operational, regulatory, labor and tax risks as it assumes Robocath’s complex robotic systems and disposable products business.
At closing Stereotaxis issued 6,269,628 common shares, including 225,000 shares to Robocath’s financial advisor, and had extended $1.1 million of operating loans between signing and closing that were repaid and reduced upfront stock consideration. The Share Sale Agreement provides for up to $25 million in milestone-based earnout payments, payable in cash, Earnout Shares or Purchaser Warrants. Stereotaxis elected to register 13,179,975 Earnout Shares, with total Closing and Earnout Shares capped at 19.9% of shares outstanding as of July 7, 2026, creating the potential for significant dilution if milestones are met. Management states the Robocath acquisition will not be accretive initially and will increase operating losses and negatively impact consolidated results in the near term.
Stereotaxis, Inc. is registering 108,868,331 shares of common stock for resale by existing investors. The shares consist of up to 72,722,177 shares issuable upon conversion of Series A Convertible Preferred Stock, which carries a 6.0% cumulative dividend paid in stock, and 36,146,154 shares issued upon exercise of related warrants.
The company will not sell any securities or receive proceeds from these resales, having previously raised $24 million in the 2016 preferred-and-warrant financing and approximately $10.0 million plus $0.8 million from warrant exercises. As of June 30, 2026, 97,934,076 common shares were outstanding.
The filing also describes the July 2026 acquisition of French robotics firm Robocath for approximately $20.0 million in cash and stock, plus up to $25.0 million of milestone-based earnout consideration, payable in cash, shares or Purchaser Warrants, subject to a 19.9% share cap. Stereotaxis further highlights potential dilution from preferred stock, earnout shares and a $100.0 million universal shelf with an associated $50 million at-the-market facility.
Stereotaxis, Inc. is registering up to 19,449,603 shares of common stock for resale by Robocath securityholders and Robocath’s financial advisor, including 6,269,628 Closing Shares and up to 13,179,975 Earnout Shares linked to future milestones. Stereotaxis is not selling shares and will receive no resale proceeds, other than de minimis cash if $0.001 Purchaser Warrants are exercised.
The shares stem from the July 7, 2026 acquisition of Robocath, a French robotic-intervention company, completed for approximately $20.0 million in cash and stock plus up to $25.0 million in contingent earnouts. Combined Closing and Earnout Shares are capped at 19.9% of pre‑closing common stock, limiting share issuance but creating potential dilution and resale overhang, partly moderated by volume limits and European Investment Bank priority rights under a Resale Organization Agreement. Stereotaxis designs and sells robotic magnetic navigation systems and related technologies for minimally invasive cardiac and other endovascular procedures.
Stereotaxis, Inc. completed its acquisition of French vascular robotics company Robocath for approximately $20 million in cash and common stock. As part of the deal, Stereotaxis issued 1,469,485 shares of common stock and pre-funded warrants to purchase 4,575,143 additional shares to Robocath securityholders.
The company also issued 225,000 shares to Robocath’s financial advisor as part of its success fee and may issue further stock or warrants tied to earnout milestones of up to $25.0 million. Any shares issued in connection with the acquisition will not exceed 19.9% of pre-transaction shares outstanding without stockholder approval. Stereotaxis plans to file a resale registration statement covering the stock consideration and an estimate of earnout-related shares.
SHAMIR NACHUM reported acquisition or exercise transactions in this Form 4 filing.
Stereotaxis, Inc. director Shamir Nachum reported an equity compensation grant in the form of restricted share units tied to the company’s common stock. The award covers 43,103 restricted share units, each representing one future share, granted at a stated price of $0.00 per share as typical for compensation grants.
Following this award, Nachum’s direct holdings increased to 179,327 shares of common stock. The restricted share units vest on the earliest of three events: the fifth anniversary of the award date, the director’s departure from the board, or a defined Change of Control, aligning vesting with long-term service or a major corporate event.
Benfer David reported acquisition or exercise transactions in this Form 4 filing.
Stereotaxis, Inc. director David Benfer reported an equity compensation grant, not an open-market trade. He received 43,103 restricted share units, each convertible into one share of common stock, at a price of $0.00 per share. The footnote states these restricted share units vest immediately on the grant date, so they effectively become common shares right away.
Following the grant, Benfer directly holds 558,975 shares of Stereotaxis common stock. He also has indirect ownership interests, including 210,255 shares held by the Benfer Family Trust and 2,700 shares held by his spouse as of the same date.
Levin Ross B reported acquisition or exercise transactions in this Form 4 filing.
Stereotaxis, Inc. director Ross B. Levin reported a grant of 43,103 restricted share units, each representing one share of common stock. These units vest on the earliest of the fifth anniversary of the award date, the end of his board service, or a defined Change of Control. Following this award, Levin directly holds 621,248 shares of common stock.
Curet Myriam reported acquisition or exercise transactions in this Form 4 filing.
Stereotaxis, Inc. director Myriam Curet reported receiving an equity award of 43,103 restricted share units, each representing one share of common stock. The grant was made at no cash cost to her and increased her directly owned stake to 435,161 shares.
The restricted share units vest on the earliest of the fifth anniversary of the award date, the end of her board service, or a defined Change of Control event, aligning her compensation with the company’s long-term performance and governance outcomes.
Fischel Nathan reported acquisition or exercise transactions in this Form 4 filing.
Stereotaxis, Inc. director and ten percent owner Nathan Fischel reported a grant of 43,103 restricted share units of common stock. The award has a grant price of $0.00 per unit, reflecting a compensation-related equity grant rather than an open-market purchase.
These restricted share units vest on the earliest of the fifth anniversary of the award date, the end of his board service, or a defined Change of Control. Following this grant, Fischel holds 720,775 shares of common stock directly. A separate line shows 13,680,554 shares held indirectly by funds managed by DAFNA Capital Management LLC, where he serves as Chief Executive Officer.
Menawat Arun Swarup reported acquisition or exercise transactions in this Form 4 filing.
Stereotaxis, Inc. director Arun Swarup Menawat received an equity grant of 43,103 shares of Common Stock as a compensation award. The shares were granted at no cash cost to him and increased his direct holdings to 1,035,560 shares following the transaction.
The award is structured as restricted share units, each convertible into one share of common stock. These units vest on the earliest of the fifth anniversary of the award date, the end of his board service, or a defined Change of Control, which ties the compensation to long-term service and corporate outcomes.