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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
(MARK
ONE)
| ☒ |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2025
OR
| ☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR
THE TRANSITION PERIOD FROM TO
COMMISSION
FILE NUMBER 001-36159
STEREOTAXIS, INC.
(Exact
name of the Registrant as Specified in its Charter)
| delaware |
|
94-3120386 |
| (State
or Other Jurisdiction of |
|
(I.R.S.
Employer |
| Incorporation
or Organization) |
|
Identification
Number) |
710
North Tucker Boulevard, Suite 110
St.
Louis, MO 63101
(Address
of Principal Executive Offices including Zip Code)
(314)
678-6100
(Registrant’s
Telephone Number, Including Area Code)
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
STXS |
|
NYSE
American |
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T “See 232.405 of this Chapter” during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
| Emerging
growth company ☐ |
|
|
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the consolidated financial statements
of the registrant included in the filing reflect the correction of an error to previously issued consolidated financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The
aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on the last business day of the
registrant’s most recently completed second fiscal quarter (based on the closing sales prices on the NYSE American on June 30,
2025) was approximately $150.3 million.
The
number of outstanding shares of the registrant’s common stock on February 28, 2026, was 97,248,936.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the Proxy Statement for the registrant’s 2026 Annual Meeting of Shareholders are incorporated by reference in Part III, Items
10, 11, 12, 13 and 14.
EXPLANATORY NOTE
Stereotaxis,
Inc. (“we” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”)
to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Original Form 10-K Filing”), which
was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 12, 2026, to include
the signature of the Company’s independent registered public accounting firm, Ernst & Young LLP on their audit opinion
and Consent (which signatures the Company had obtained as of the date of the Original Form 10-K Filing but which were inadvertently omitted
from the filing), and to correct the exhibit number, which was inadvertently filed as Exhibit 22.1. The revised consent by Ernst &
Young LLP is filed hereto as Exhibit 23.1.
As
required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of the Principal Executive Officer
and Principal Financial Officer are being filed as exhibits to this Amendment.
Except
as expressly set forth herein, this Amendment does not reflect events occurring after the date of the Original Form 10-K Filing or modify
or update any of the other disclosures contained therein in any way other than as required to reflect the amendments referred to above.
Accordingly, this Amendment should be read in conjunction with the Original Form 10-K Filing and the Company’s other filings with
the SEC.
| ITEM
8. |
CONSOLIDATED
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Consolidated
Financial Statements
Index
To Consolidated Financial Statements
| |
PAGE |
| Report
of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42) |
4 |
Report
of Independent Registered Public Accounting Firm
To
the Shareholders and the Board of Directors of Stereotaxis, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Stereotaxis, Inc. (the Company) as of December 31, 2025 and 2024, the related
consolidated statements of operations, convertible preferred stock and stockholders’ equity and cash flows for each of the two
years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its
operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with U.S. generally accepted
accounting principles.
Basis for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical
Audit Matter
The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter
does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the
critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
Systems
Revenue Recognition
| Description
of the Matter |
|
As
discussed in Note 2 to the consolidated financial statements, the Company generates revenue
from initial sales of systems as well as recurring revenue from the sale of proprietary disposable
devices, and revenue from ongoing software updates and service contracts. The Company’s
contracts for system sales generally have multiple performance obligations.
Auditing
the timing and amount of revenue recognized for system sales required significant auditor judgment because it involves several subjective
management assumptions and estimates including the identification of performance obligations within the contracts, the estimation
of the standalone selling price of each performance obligation, the allocation of transaction price to each performance obligation,
and a determination of the timing of the satisfaction of the performance obligation. |
| |
|
|
| How
We Addressed the Matter in Our Audit |
|
To
test system revenue, our audit procedures included, among others, testing management’s identification of the performance obligations
and the allocation of the transaction price to each performance obligation by performing an independent assessment of customer contracts
and comparing our assessment to that of management. We also tested management’s estimated standalone selling prices for its
identified performance obligations based on actual prices charged for similar products and services sold on a standalone basis, and
cost and margin analyses. We also tested management’s assertion that control was transferred to the customer by inspecting
documentation supporting the transfer of control on contracts. |
/s/ Ernst & Young LLP
We
have served as the Company’s auditor since 2002.
St.
Louis, Missouri
March 12, 2026
EXHIBIT INDEX
| Number |
|
Description |
| |
|
|
| 23.1 |
|
Consent of Ernst & Young LLP. |
| |
|
|
| 31.1 |
|
Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Chief Executive Officer). |
| |
|
|
| 31.2 |
|
Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Chief Financial Officer). |
| |
|
|
| 32.1 |
|
Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Chief Executive Officer). |
| |
|
|
| 32.2 |
|
Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Chief Financial Officer). |
| |
|
|
| 97.1 |
|
Policy for Recovery of Erroneously Awarded Compensation incorporated by reference to Exhibit 97.1 of the Registrant’s Form 10-K (File No. 001-36159) filed on March 8, 2024. |
| |
|
|
| 101.INS |
|
Inline
XBRL Instance Document. |
| |
|
|
| 101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document. |
| |
|
|
| 101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document. |
| |
|
|
| 101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document. |
| |
|
|
| 101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document. |
| |
|
|
| 101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| |
|
|
| # |
|
Indicates
management contract or compensatory plan. |
| |
|
|
| † |
|
Confidential
treatment granted as to certain portions, which portions are omitted and filed separately with the Securities and Exchange Commission.
|
| |
|
|
| †† |
|
As
permitted by Regulation S-K, Item 601(b)(2)(ii) of the Securities Exchange Act of 1934, as amended, certain confidential portions
of this exhibit have been redacted from the publicly filed document. |
| |
|
|
| * |
|
This
filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish
supplementally to the Securities and Exchange Commission upon request; provided, however, that the registrant may request confidential
treatment for any schedules or exhibits so furnished. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| |
STEREOTAXIS,
INC. (Registrant) |
| |
|
|
| Date:
April 3, 2026 |
By:
|
/s/
David L. Fischel |
| |
|
David
L. Fischel |
| |
|
Chief
Executive Officer |
