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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(D) of the Securities Exchange Act Of 1934
Date
of report (Date of earliest event reported): November 9, 2026
STEREOTAXIS,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
| 001-36159 |
|
94-3120386 |
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 710
North Tucker Boulevard, Suite 110, St. Louis, Missouri |
|
63101 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(314)
678-6100
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
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 LLC |
Item
1.01. Entry into a Material Definitive Agreement
On
November 9, 2026, Stereotaxis, Inc., a Delaware corporation (the “Company”), entered into a Note Purchase Agreement (the
“Purchase Agreement”) with certain accredited investors, including entities affiliated with certain members of our board
of directors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, and the Investor
agreed to purchase from the Company, convertible promissory notes issued by the Company (each, a “Note” and collectively,
the “Notes”) in the aggregate original principal amount of up to $24.0 million (such financing, the “Note Financing”)
consisting of (i) Notes in the aggregate original principal amount of $12.0 million (the “Initial Notes”) and (ii) additional
Notes in the aggregate original principal amount of up to $12.0 million (the “Additional Notes”), subject to the satisfaction
or waiver of the conditions set forth therein. The Notes are convertible into shares of the Company’s common stock, par value $0.001
per share (“Common Stock”). The initial closing of the Note Financing occurred on November 9, 2026 (the “Initial Closing
Date”).
Pursuant
to the Purchase Agreement, the Company is not required to, but may at its own option, subject to the satisfaction of specified conditions,
require the Investors to purchase the Additional Notes in up to two additional closings (each, an “Additional Closing”),
provided that the aggregate original principal of the Additional Notes sold at the first such Additional Closing, if any, will be not
less than $5.0 million, and the second Additional Closing, if any, must be for not less than the balance of unissued Additional Notes.
The
Notes will mature on the third anniversary of the Initial Closing Date (unless accelerated due to an event of default) and bear interest
at a rate of ten percent (10.0%) per annum on the basis of a 360-day year consisting of twelve 30-day months. The Company is required
to make annual interest payments on the unpaid principal of the Notes in arrears on each anniversary of issuance date; however, unless
mutually agreed by the parties to each Note, such annual interest payments will instead be deferred to maturity and paid in-kind on the
then outstanding principal amount of each Note by adding the amount of such interest to the principal amount of such Note on the payment
date, which will then constitute additional principal thereunder. The Company is not permitted to optionally prepay any Note before the
maturity without the written consent of the holder of such Note.
The
principal amount of each Note, plus all accrued and unpaid interest thereon, is convertible in whole or in part at the option of the
holder thereof into shares of Common Stock (the “Conversion Shares”) at the Conversion Price (as defined below) at any time
following the date of issuance of such Note. The “Conversion Price” is equal to: (i) in the case of the Initial Notes, $1.21,
which is a 30% premium to the 10-day VWAP Common Stock market price ending on the trading date prior to the Initial Closing Date, and
(ii) in the case of each Additional Note, the lower of (i) $1.21 (the conversion price of the Initial Notes) and (ii) a 30% premium above
the Company’s 10-day VWAP Common Stock market price at the time of such Additional Closing, but in no event less than the “Minimum
Price” as defined in Section 713(c) of the NYSE American Company Listing Guide as may be applicable to such Additional Closing.
The Conversion Price is subject to standard adjustments in the event of stock dividends, stock splits, combinations or similar events.
The Company is obligated to provide notice in advance certain corporate events (as defined in the Notes) to enable holders of the Notes
to elect to convert in anticipation of such corporate event(s).
Each
Note may not be converted and shares of Common Stock may not be issued under the Note if, after giving effect to the conversion or issuance,
the Investor together with its affiliates would beneficially own in excess of a percentage specified by such Investor (ranging from 4.99%
to 19.99%) of the outstanding Common Stock. In addition to the beneficial ownership limitations in the Notes, the number of shares of
Common Stock that may be issued upon conversion of the Notes (in the aggregate or to any particular older), which, when aggregated with
any other related transactions that may be considered part of the same series of transactions, may not exceed the Exchange Cap or constitute
a “change of control” under the rules of the NYSE American. The Exchange Cap means (i) 20,070,290 (which is equal to 19.9%
of the number of shares of Common Stock issued and outstanding immediately prior to Note Financing) or (ii) the issuance of a number
of shares to any particular holder that would trigger a requirement for approval of the Company’s stockholders under the rules
of the NYSE American.
The
gross proceeds from Initial Closing of the Note Financing is $12.0 million, before deducting legal fees and transaction expenses. Subject
to the satisfaction of certain conditions contained in the Purchase Agreement, the Company may receive additional gross proceeds upon
the issuance of Additional Notes of up to $12.0 million in the aggregate at up to two Additional Closings. The Company intends to use
the net proceeds from the Note Financing for working capital, to accelerate product commercialization, research and development and other
general corporate purposes.
The
Purchase Agreement contains certain representations and warranties, covenants and indemnities customary for similar transactions, including
without limitation, the following covenants: until each of the Notes have been converted, redeemed or otherwise satisfied in accordance
with its terms, (a) all payments due under the Notes will be senior in right of payment to all unsecured Indebtedness of the Company
(as defined in the Notes) and effectively subordinated to senior secured Indebtedness of the Company to the extent of the value of the
collateral securing such Indebtedness and (b) the Company will not, directly or indirectly, incur or guarantee, assume or suffer to exist
any Indebtedness other than (i) Indebtedness evidenced by the Notes, (ii) certain Permitted Indebtedness (as defined in the Notes) or
(iii) Indebtedness expressly permitted in writing by the Investors holding a majority in principal amount of all Notes issued and then
outstanding under the Purchase Agreement.
The
Notes contain customary events of default including but not limited to: (i) failure to make payments when due under the Notes for a period
that continues for three business days after written notice from the noteholder; (ii) bankruptcy or insolvency of the Company; (iii)
failure to make any payment of principal on the maturity date thereof beyond the applicable grace period with respect thereto, if any,
in respect of any Indebtedness (other than Indebtedness under the Notes) with an aggregate outstanding principal amount of more than
$2.5 million or events of default or similar events occur, cause or permitting holders of $2.5 million to cause such debt to be accelerated
and repaid; or (iv) entry of a final judgment or against the Company or any of its subsidiaries a final judgment or order for payment
of over $2.5 million which is not insured (including self-insurance).
The
Purchase Agreement also requires the Company to register the resale by the Investors of the Common Stock underlying the Notes, without
regard to any beneficial ownership limitation on issuances under the Notes, but subject to the Exchange Cap. In order to minimize registration
expenses, the Company may elect to file such resale registration statement in conjunction with a periodic report with the Commission
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The
foregoing does not purport to be a complete description of each of the Purchase Agreement and the Notes, and each such description is
qualified in its entirety by reference to the full text of each such document, copies of which will be filed as exhibits to the Company’s
Annual Report on Form 10-K for the period ending December 31, 2026.
On
November 10, 2026, the Company issued a press release (the “Convertible Note Press Release”) regarding the Note Financing.
A copy of the Convertible Note Press Release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item
2.02. Results of Operations and Financial Condition
On
November 10, 2026, the Company issued a press release (the “Earnings Press Release”) setting forth its financial results
for the 2026 third quarter. A copy of the Earnings Press Release is being furnished as Exhibit 99.1 hereto, and the statements contained
therein are incorporated by reference herein.
In
accordance with General Instruction B.2. of Form 8-K, the information contained in Item 2.02 and Exhibit 99.1 attached hereto shall not
be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section,
nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 above of this Current Report on this this Current Report on Form 8-K (this “Form 8-K”)
with respect to the indebtedness represented by the Notes is incorporated by reference in this Item 2.03.
Item
3.02. Unregistered Sales of Equity Securities.
The
applicable information set forth under Item 1.01 of this Current Report on this Form 8-K with respect to the issuance of Company securities
in connection with the Note Financing is incorporated herein by reference.
The
issuance of the Notes (and the shares of Stereotaxis common stock issuable upon conversion thereof) were (or will be) made in accordance
with the terms and subject to the conditions set forth in the Purchase Agreement and in reliance on the private offering exemption of
Section 4(a)(2) of the Securities Act of 1933, as amended, and/or the private offering safe harbor provision of Rule 506 of Regulation
D promulgated thereunder. The issuance and sale are not being conducted in connection with a public offering, and no public solicitation
or advertisement will be made or relied upon in connection with the issuance of the Notes or the shares.
Forward-Looking
Statements
This
Current Report on Form 8-K (including the press releases furnished or filed herewith) includes statements that may constitute “forward-looking”
statements, usually containing the words “believe”, “estimate”, “project”, “expect” or
similar expressions. These forward-looking statements include without limitation statements regarding the completion of the Note Financing,
the ability to draw additional funds under the Note Financing following receipt of required regulatory approvals and the anticipated
use of proceeds therefrom. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ
materially. Factors that would cause or contribute to such differences include, but are not limited to, uncertainties involving the following:
the Company’s ability to manage expenses at sustainable levels; acceptance of the Company’s products in the marketplace,
the effect of global economic conditions on the ability and willingness of customers to purchase its technology,; competitive factors;
changes resulting from healthcare policy, dependence upon third-party vendors; timing of regulatory approvals including as it relates
to both the products of the Company’s recently acquired subsidiary, Robocath, and its ability to make further draws on the Note
Financing; the impact of pandemics or other disasters, statements generally relating to our recent acquisition of Robocath or the Note
Financing, including any benefits expected from either of those transactions, as well as any plans, forecasts and other expectations
with respect to Robocath’s business following the completion of the acquisition; and the other risks discussed in the Company’s
periodic and other filings with the Securities and Exchange Commission. Additional risks and uncertainties that could affect our
financial results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 12, 2026, which is
available on our website at https://ir.stereotaxis.com and on the SEC’s website at www.sec.gov. Additional information
will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this Current Report
and the press releases are based on information available to us as of the date hereof, and we do not assume any obligation to update
the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
There can be no assurance that the Company will recognize revenue related to its purchase orders and other commitments because some of
these purchase orders and other commitments are subject to contingencies that are outside of the Company’s control and may be revised,
modified, delayed, or canceled.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| |
99.1 |
Earnings Press Release, dated November 10, 2026 |
| |
99.2 |
Convertible Note Press Release, dated November 10, 2026 |
| |
104 |
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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 hereunto duly authorized.
| |
STEREOTAXIS,
INC. |
| |
|
|
| Date:
November 10, 2026 |
By: |
/s/
Kimberly R. Peery |
| |
Name: |
Kimberly
R. Peery |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1

Stereotaxis
Reports 2026 Third Quarter Financial Results & Business Updates
St.
Louis, November 10, 2026 (Globe Newswire) – Stereotaxis (NYSE: STXS), a pioneer and global leader in surgical robotics for
minimally invasive endovascular intervention, today reported business updates and financial results for the third quarter ended September
30, 2026.
“Our
near-term priority is to drive forward two major business model transformations,” said David Fischel, Chairman and CEO. “The
first is shifting from capital systems that require long sales and construction timelines, to having a portfolio of systems that are
significantly more accessible and scalable. The second is developing and commercializing a portfolio of disposable interventional catheters
that enhance the value of our robots and provide a robust recurring revenue opportunity.”
“System
revenue of $3 million in the quarter was up 60% compared to last year, benefiting from partial revenue recognition from the first GenesisX
system in the US, the first Genesis system in China, and multiple Synchrony digital operating room systems in the US. Recurring revenue
increased 6% over the previous year with a significant increase in revenue from our new portfolio of robotically-navigated catheters,
countered by general pressure on procedures due to supply shortages. We entered the fourth quarter with a backlog of approximately $1.9
million in disposable orders we did not convert to revenue because of supply constraints.”
“In
parallel to our commercial efforts, we continue to invest in a broad pipeline of innovations that expand our technology into a platform
across endovascular surgery, enhance our competitiveness in electrophysiology, and deliver digital connectivity, automation and intelligence
to the operating room. We were pleased during the past quarter to close the acquisition of Robocath and announce a collaboration with
Canon.”
2026
Third Quarter Financial Results
Revenue
for the third quarter of 2026 totaled $8.9 million, a 20% increase compared to $7.5 million in the prior year third quarter and a 16%
increase sequentially compared to $7.7 million in the second quarter of 2026. System revenue of $3.0 million increased from $1.9 million
in the prior year third quarter. System revenue benefited from partial revenue recognition on the shipment of the first GenesisX system
sold in the United States, the first Genesis system sold in China, and the first full quarter of Synchrony system sales. Recurring revenue
of $5.9 million increased 6% compared to the prior year third quarter and declined 4% sequentially. Recurring revenue reflects increasing
contributions from Stereotaxis’ portfolio of robotically-navigated catheters countered by general procedural pressure due to limited
catheter supply.
Gross
margin for the third quarter was 45% of revenue. Recurring revenue gross margin was 59%, and system gross margin was 15%. Gross margins
for both recurring and system revenue remain impacted by fixed overhead allocated over low production volume. Operating expenses in the
third quarter of $10.4 million included $1.3 million in non-cash charges for stock compensation expense, mark-to-market adjustment for
acquisition related contingent earnout consideration, and amortization of acquired intangible assets. Excluding these non-cash charges,
adjusted operating expenses were $9.1 million, an increase from $6.6 million in the prior year third quarter due to one-time acquisition
transaction costs and the absorption of Robocath operating expense.
Operating
loss and net loss in the third quarter of 2026 were ($6.5) million, compared with ($6.6) million and ($6.5) million, respectively, in
the previous year. Adjusted operating loss and adjusted net loss for the quarter, excluding non-cash charges, were ($5.1) million and
($5.2) million, respectively, compared with ($2.5) million and ($2.4) million in the previous year, with the increase predominantly driven
by one-time transaction costs and the absorption of Robocath operating expense. Negative cash flow for the third quarter was ($6.5) million,
of which ($2.6) million was associated with the core Stereotaxis business and ($3.9) million were payments associated with the acquisition
of Robocath.
Cash
Balance and Liquidity
At
September 30, 2026, Stereotaxis had cash and cash equivalents of $4.0 million. Concurrent with these financial results, Stereotaxis announced
a convertible note financing of up to $24 million, with an initial upfront closing of $12 million and an additional $12 million draw
available at Stereotaxis’ option following certain regulatory milestones. Incorporating the proceeds from this financing, Stereotaxis’
pro forma cash balance would be $16 million, with access to an additional $12 million providing for total availability of $28 million.
Forward
Looking Expectations
Stereotaxis
expects growing recurring revenue and more consistent capital sales in the coming quarters. Near-term milestones that support these growth
expectations include installing the first commercial GenesisX systems and resolving the supply constraints with MAGiC.
Adjusted
operating expenses, excluding non-cash and one-time items, are expected to approximate $8 million per quarter going forward. Growth in
revenue combined with stable operating expenses provide a pathway to cash-flow profitability within the next year.
Conference
Call and Webcast
Stereotaxis
will host a conference call and webcast today, November 10, 2026, at 4:30 p.m. Eastern Time. To access the conference call, dial 800-715-9871
(US and Canada) or 646-307-1963 (International) and give the participant pass code 2568629. To access the live and replay webcast, please
visit the investor relations section of the Stereotaxis website at www.Stereotaxis.com.
About
Stereotaxis
Stereotaxis
(NYSE: STXS) is a pioneer and global leader in innovative surgical robotics for minimally invasive endovascular intervention. Its mission
is the discovery, development and delivery of robotic systems, instruments, and information solutions for the interventional laboratory.
These innovations help physicians provide unsurpassed patient care with robotic precision and safety, expand access to minimally invasive
therapy, and enhance the productivity, connectivity, and intelligence in the operating room. Stereotaxis technology has been used to
treat over 150,000 patients across the United States, Europe, Asia, and elsewhere. For more information, please visit www.Stereotaxis.com.
This
press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe”,
“estimate”, “project”, “expect” or similar expressions. These forward-looking statements include
without limitation statements regarding the recently completed acquisition of Robocath, including the Company’s ability to advance
its strategy, integrate Robocath, and grow revenue significantly without having to subject investors to substantial dilution; the completion
of the Company’s offering convertible note financing; the ability to draw additional funds under the convertible note financing
following receipt of required regulatory approvals; and the anticipated use of proceeds therefrom, usually containing the words “believe”,
“estimate”, “project”, “expect” or similar expressions. Forward-looking statements inherently involve
risks and uncertainties that could cause actual results to differ materially. Factors that would cause or contribute to such differences
include, but are not limited to, uncertainties involving the following: the Company’s ability to manage expenses at sustainable
levels; acceptance of the Company’s products in the marketplace; the effect of global economic conditions, including tariffs, on
the ability and willingness of customers to purchase its technology; competitive factors; changes resulting from healthcare policy; dependence
upon third-party vendors; timing of regulatory approvals, including as it relates to Robocath’s products and our ability to make
further draws on the convertible note financing; the impact of pandemics or other disasters; statements generally relating to our recent
acquisition of Robocath or our recently announced convertible note financing, including any benefits expected from either of those transactions,
as well as any plans, forecasts and other expectations with respect to Robocath’s business following the completion of the transaction;
and the other risks discussed in the Company’s periodic and other filings with the Securities and Exchange Commission.
By
making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after
the date of this release. Additional information will also be set forth in future filings that we make with the SEC from time to time.
All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume
any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date
on which they were made. There can be no assurance that the Company will recognize revenue related to its purchase orders and other commitments
because some of these purchase orders and other commitments are subject to contingencies that are outside of the Company’s control
and may be revised, modified, delayed, or canceled.
Company
Contacts:
David
L. Fischel
Chairman
and Chief Executive Officer
Kimberly
R. Peery
Chief
Financial Officer
314-678-6100
Investors@Stereotaxis.com
Stereotaxis,
Inc.
CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited)
| (in thousands, except share and per share amounts) | |
Three Months Ended September 30, | | |
Nine Months Ended September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| | |
| |
| Revenue: | |
| | | |
| | | |
| | | |
| | |
| Systems | |
$ | 2,976 | | |
$ | 1,861 | | |
$ | 5,774 | | |
$ | 6,863 | |
| Disposables, service and accessories | |
| 5,949 | | |
| 5,603 | | |
| 17,112 | | |
| 16,872 | |
| Total revenue | |
| 8,925 | | |
| 7,464 | | |
| 22,886 | | |
| 23,735 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of revenue: | |
| | | |
| | | |
| | | |
| | |
| Systems | |
| 2,524 | | |
| 1,510 | | |
| 4,384 | | |
| 5,543 | |
| Disposables, service and accessories | |
| 2,445 | | |
| 1,853 | | |
| 6,265 | | |
| 5,448 | |
| Total cost of revenue | |
| 4,969 | | |
| 3,363 | | |
| 10,649 | | |
| 10,991 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross margin | |
| 3,956 | | |
| 4,101 | | |
| 12,237 | | |
| 12,744 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 3,523 | | |
| 2,546 | | |
| 8,310 | | |
| 6,673 | |
| Sales and marketing | |
| 2,856 | | |
| 2,934 | | |
| 8,068 | | |
| 9,351 | |
| General and administrative | |
| 4,048 | | |
| 5,178 | | |
| 12,879 | | |
| 13,675 | |
| Other | |
| - | | |
| - | | |
| - | | |
| (492 | ) |
| Total operating expenses | |
| 10,427 | | |
| 10,658 | | |
| 29,257 | | |
| 29,207 | |
| Operating loss | |
| (6,471 | ) | |
| (6,557 | ) | |
| (17,020 | ) | |
| (16,463 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income | |
| - | | |
| 3 | | |
| (5 | ) | |
| 2 | |
| Interest expense | |
| (44 | ) | |
| - | | |
| (44 | ) | |
| - | |
| Interest income | |
| 33 | | |
| 91 | | |
| 258 | | |
| 349 | |
| Net loss | |
$ | (6,482 | ) | |
$ | (6,463 | ) | |
$ | (16,811 | ) | |
$ | (16,112 | ) |
| Cumulative dividend on convertible preferred stock | |
| (316 | ) | |
| (322 | ) | |
| (941 | ) | |
| (953 | ) |
| Net loss attributable to common stockholders | |
$ | (6,798 | ) | |
$ | (6,785 | ) | |
$ | (17,752 | ) | |
$ | (17,065 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per share attributed to common stockholders: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.07 | ) | |
$ | (0.07 | ) | |
$ | (0.18 | ) | |
$ | (0.19 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Diluted | |
$ | (0.07 | ) | |
$ | (0.07 | ) | |
$ | (0.18 | ) | |
$ | (0.19 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of common shares and equivalents: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 102,547,843 | | |
| 92,013,791 | | |
| 100,525,085 | | |
| 89,260,628 | |
| | |
| | | |
| | | |
| | | |
| | |
| Diluted | |
| 102,547,843 | | |
| 92,013,791 | | |
| 100,525,085 | | |
| 89,260,628 | |
STEREOTAXIS,
INC.
CONSOLIDATED
BALANCE SHEETS
| (in thousands, except share amounts) | |
September 30, 2026 | | |
December 31, 2025 | |
| | |
(Unaudited) | | |
| |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 3,976 | | |
$ | 13,421 | |
| Accounts receivable, net of allowance of $808 and $541 at 2026 and 2025, respectively | |
| 5,585 | | |
| 5,847 | |
| Insurance receivable | |
| 9,982 | | |
| 4,316 | |
| Inventories, net | |
| 13,272 | | |
| 9,567 | |
| Prepaid expenses and other current assets | |
| 1,628 | | |
| 698 | |
| Total current assets | |
| 34,443 | | |
| 33,849 | |
| Investment in affiliate | |
| 1,701 | | |
| - | |
| Property and equipment, net | |
| 4,116 | | |
| 3,019 | |
| Goodwill | |
| 29,276 | | |
| 3,764 | |
| Intangible assets, net | |
| 6,988 | | |
| 6,429 | |
| Operating lease right-of-use assets | |
| 4,931 | | |
| 4,912 | |
| Prepaid and other non-current assets | |
| 657 | | |
| 278 | |
| Total assets | |
$ | 82,112 | | |
$ | 52,251 | |
| | |
| | | |
| | |
| Liabilities and stockholders’ equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 7,718 | | |
$ | 4,768 | |
| Accrued liabilities | |
| 2,419 | | |
| 2,065 | |
| Accrued legal liabilities | |
| 9,982 | | |
| 4,316 | |
| Current portion of long-term debt | |
| 548 | | |
| - | |
| Deferred revenue | |
| 5,423 | | |
| 5,675 | |
| Current contingent consideration | |
| 4,854 | | |
| 4,894 | |
| Current portion of operating lease liabilities | |
| 816 | | |
| 642 | |
| Total current liabilities | |
| 31,760 | | |
| 22,360 | |
| Long-term debt | |
| 1,922 | | |
| - | |
| Long-term deferred revenue | |
| 406 | | |
| 555 | |
| Long-term contingent consideration | |
| 14,928 | | |
| 4,724 | |
| Operating lease liabilities | |
| 4,624 | | |
| 4,794 | |
| Other liabilities | |
| 1,941 | | |
| 1,097 | |
| Total liabilities | |
| 55,581 | | |
| 33,530 | |
| | |
| | | |
| | |
| Series A - Convertible preferred stock: | |
| | | |
| | |
| Convertible preferred stock, Series A, par value $0.001; 10,000,000 shares authorized, 20,733 and 21,008 shares outstanding at 2026 and 2025, respectively | |
| 5,171 | | |
| 5,240 | |
| Stockholders’ equity: | |
| | | |
| | |
| Common stock, par value $0.001; 300,000,000 shares authorized, 100,833,120 and 95,339,628 shares issued at 2026 and 2025, respectively | |
| 101 | | |
| 95 | |
| Additional paid-in capital | |
| 621,818 | | |
| 596,960 | |
| Treasury stock, 4,015 shares at 2026 and 2025 | |
| (206 | ) | |
| (206 | ) |
| Accumulated deficit | |
| (600,179 | ) | |
| (583,368 | ) |
| Accumulated other comprehensive income (loss) | |
| (174 | ) | |
| - | |
| Total stockholders’ equity | |
| 21,360 | | |
| 13,481 | |
| Total liabilities and stockholders’ equity | |
$ | 82,112 | | |
$ | 52,251 | |
Exhibit
99.2

Stereotaxis
Announces Convertible Note Financing of Up To $24 Million
St.
Louis, November 10, 2026 (Globe Newswire) – Stereotaxis, Inc. (NYSE: STXS), a pioneer and global leader in surgical robotics
for minimally invasive endovascular intervention, today announced it has entered into definitive agreements with investors for a convertible
note financing of up to $24 million.
“We
appreciate the confidence and support from several of our long-term shareholders in this oversubscribed financing,” said David
Fischel, Chairman and CEO. “Our strengthened balance sheet positions us to execute our strategy and accelerate adoption of our
comprehensive portfolio of innovations.”
The
financing includes an initial upfront closing of $12 million, and an additional $12 million draw available at Stereotaxis’ option
following certain regulatory milestones. The notes carry a 10% annual interest rate, with interest accrued and due at maturity in three
years. The notes may be converted into common stock at a conversion price of $1.21 per share, a 30% premium to the 10-day volume weighted
average price of Stereotaxis’ common stock prior to closing of the financing.
With
this financing, Stereotaxis has $16 million in proforma cash and cash equivalents, with access to an additional $12 million, for total
availability of $28 million. The structure of the financing reflects Stereotaxis’ belief that this financing bridges the Company
to profitability.
Net
proceeds from the financing will be used for working capital, to accelerate product commercialization, research and development, and
other general corporate purposes. Additional details on the financing and convertible note securities will be included in the Form 8-K
to be filed by Stereotaxis with the Securities and Exchange Commission. This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation
or sale is unlawful.
About
Stereotaxis
Stereotaxis
(NYSE: STXS) is a pioneer and global leader in innovative surgical robotics for minimally invasive endovascular intervention. Its mission
is the discovery, development and delivery of robotic systems, instruments, and information solutions for the interventional laboratory.
These innovations help physicians provide unsurpassed patient care with robotic precision and safety, expand access to minimally invasive
therapy, and enhance the productivity, connectivity, and intelligence in the operating room. Stereotaxis technology has been used to
treat over 150,000 patients across the United States, Europe, Asia, and elsewhere. For more information, please visit www.stereotaxis.com.
This
press release includes statements that may constitute “forward-looking” statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Act of 1934, including statements regarding the completion of the Company’s
convertible note financing, the ability to draw additional funds under the convertible note financing following receipt of required regulatory
approvals and the anticipated use of proceeds therefrom, usually containing the words “believe”, “estimate”,
“project”, “expect” or similar expressions. Forward-looking statements inherently involve risks and uncertainties
that could cause actual results to differ materially. Factors that would cause or contribute to such differences include, but are not
limited to, uncertainties involving the following: the Company’s ability to manage expenses at sustainable levels; acceptance of
the Company’s products in the marketplace, the effect of global economic conditions on the ability and willingness of customers
to purchase its technology; competitive factors; changes resulting from healthcare policy, dependence upon third-party vendors; timing
of regulatory approvals including as it relates to both the products of our recently acquired subsidiary, Robocath, and our ability to
make further draws on the convertible note financing, the impact of pandemics or other disasters, statements generally relating to our
recent acquisition of Robocath or our recently announced convertible note financing, including any benefits expected from either of those
transactions, as well as any plans, forecasts and other expectations with respect to Robocath’s business following the completion
of the transaction; and other risks discussed in the Company’s periodic and other filings with the SEC. By making these forward-looking
statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this press release.
There can be no assurance that the Company will recognize revenue related to customer purchase orders and other commitments because some
of these purchase orders and other commitments are subject to contingencies that are outside of the Company’s control and may be
revised, modified, delayed, or canceled.
Stereotaxis
Contacts:
David
L. Fischel
Chairman
and Chief Executive Officer
Kimberly
Peery
Chief
Financial Officer
314-678-6100
Investors@Stereotaxis.com