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Stereotaxis: DAFNA buys $2M in convertible notes

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Form Type
4

Rhea-AI Filing Summary

Stereotaxis, Inc. entered into a note purchase agreement on November 9, 2026, under which DAFNA Capital Management LLC acquired $2,000,000 of convertible promissory notes on behalf of DAFNA LifeScience, L.P. and DAFNA LifeScience Select, L.P. The notes and accrued interest are convertible at holders’ election at $1.21 per share, subject to a 19.9% beneficial ownership blocker. If the NYSE American exchange cap prevents full conversion, no portion may convert until stockholder approval to waive the cap.

Insider DAFNA Capital Management LLC, Ghodsian Fariba Fischel
Role 10% Owner | 10% Owner
Bought 0 shs
Type Security Shares Price Value
Purchase Convertible Promissory Notes F2, F1, F3, F4 -- $2,000,000.00 --
Footnotes (4)
  1. F1. 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. F2. The conversion of the Notes will be made based on a conversion rate of $1.21 per share.
  3. F3. 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. F4. 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.
Purchase price $2,000,000 Aggregate principal amount and total purchase price of the notes acquired on November 9, 2026.
Conversion rate $1.21 per share Rate for conversion into Stereotaxis common stock.
Underlying common shares 1,652,892 shares Common Stock underlying the convertible notes as reported in the transaction.
Interest rate 10% per annum Interest may be paid in cash or in kind by adding it to the principal balance.
Beneficial ownership blocker 19.9% Limit applicable to conversion of the notes and accrued interest.
Maturity date November 9, 2029 Stated maturity date of the notes.
convertible promissory notes financial
"purchase of convertible promissory notes"
A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.
in kind financial
"interest may be paid in cash or in kind"
Payment, distribution, or transfer made with assets or goods rather than cash, such as shares, property, bonds, or inventory. It matters to investors because receiving or giving value in kind affects liquidity, valuation, record-keeping, and tax treatment—similar to getting a basket of apples instead of cash for a tree: you own something real but may need to convert, value, or manage it differently than money.
conversion rate financial
"conversion rate of $1.21 per share"
Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.
beneficial ownership blocker technical
"subject to a 19.9% beneficial ownership blocker"
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
NYSE American exchange cap regulatory
"due to the NYSE American exchange cap"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did DAFNA pay for STXS convertible notes?

DAFNA Capital Management LLC acquired notes with an aggregate principal amount and total purchase price of $2,000,000 on behalf of DAFNA LifeScience, L.P. and DAFNA LifeScience Select, L.P. No Rule 10b5-1 plan is reported for the purchase.

What are the interest and maturity terms of the STXS notes?

Under the note terms, the notes bear interest at 10% per annum, payable in cash or in kind by adding interest to principal, and mature on November 9, 2029.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
DAFNA Capital Management LLC

(Last)(First)(Middle)
10990 WILSHIRE BOULEVARD, SUITE 1400

(Street)
LOS ANGELES CALIFORNIA 90024

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Stereotaxis, Inc. [ STXS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Convertible Promissory Notes(2)11/09/2026P(1)$2,000,00011/09/2026(3)11/09/2029Common Stock1,652,892$2,000,000$2,000,000ISee footnote(4)
1. Name and Address of Reporting Person*
DAFNA Capital Management LLC

(Last)(First)(Middle)
10990 WILSHIRE BOULEVARD, SUITE 1400

(Street)
LOS ANGELES CALIFORNIA 90024

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Ghodsian Fariba Fischel

(Last)(First)(Middle)
C/O DAFNA CAPITAL MANAGEMENT, LLC
10990 WILSHIRE BOULEVARD, SUITE 1400

(Street)
LOS ANGELES CALIFORNIA 90024

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
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 Fischel11/12/2026
By: /s/ Dr. Fariba Ghodsian11/12/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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