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Stereotaxis: DAFNA buys $2M in convertible notes

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Form Type
4

Rhea-AI Filing Summary

Stereotaxis, Inc. (STXS) reports that DAFNA Capital Management, LLC, on behalf of funds for which it is the investment manager and general partner, purchased convertible promissory notes with $2,000,000 aggregate principal for a total purchase price of $2,000,000 on November 9, 2026. The notes bear 10% annual interest, payable in cash or in kind by adding interest to principal, and mature November 9, 2029. Holders may convert the notes and accrued interest 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 stockholders approve a waiver. Reporting person Dr. Nathan Fischel, a Stereotaxis director and 10% owner, is DAFNA's CEO; no Rule 10b5-1 plan is reported.

Insider Fischel Nathan
Role Director, 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 funds of which it is the investment manager and general partner, 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. Held by funds of which DAFNA is the investment manager and general partner. Dr. Fischel is the Chief Executive Officer, of DAFNA Capital Management, LLC.
Aggregate principal amount $2,000,000 Convertible notes purchased November 9, 2026
Total purchase price $2,000,000 Convertible notes purchased November 9, 2026
Interest rate 10% per annum Interest may be paid in cash or in kind
Conversion rate $1.21 per share Conversion into Stereotaxis Common Stock
Underlying Common Stock 1,652,892 shares Shares underlying the convertible notes
Beneficial ownership blocker 19.9% Applies to conversion of the notes
Maturity date November 9, 2029 Convertible promissory 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.
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 regulatory
"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.
exchange cap regulatory
"due to the NYSE American exchange cap"
in kind financial
"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.

FAQ

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

How much convertible debt did DAFNA purchase in STXS?

DAFNA Capital Management, LLC, on behalf of funds for which it is the investment manager and general partner, purchased notes with $2,000,000 aggregate principal for a total purchase price of $2,000,000 on November 9, 2026. Dr. Nathan Fischel, the reporting person, is DAFNA's CEO; no Rule 10b5-1 plan is reported.

When can the STXS convertible notes convert, and what limits apply?

Holders may convert the notes and accrued interest before maturity or before the consummation of a merger, sale, consolidation or reorganization. Conversion is at $1.21 per share and subject to a 19.9% beneficial ownership blocker. If the notes cannot be fully converted because of the NYSE American exchange cap, no portion may convert until stockholders approve a waiver of that cap.

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*
Fischel Nathan

(Last)(First)(Middle)
C/O STEREOTAXIS, INC.
710 NORTH TUCKER BOULEVARD, SUITE 110

(Street)
ST. LOUIS MISSOURI 63101

(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)
XDirectorX10% 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)
XForm filed by One Reporting Person
Form 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)
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 funds of which it is the investment manager and general partner, 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. Held by funds of which DAFNA is the investment manager and general partner. Dr. Fischel is the Chief Executive Officer, of DAFNA Capital Management, LLC.
By:/s/ Kimberly R. Peery, Attorney-in-Fact for Nathan Fischel11/12/2026
** 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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