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Form 8-K

sec.gov

8-K — Stereotaxis, Inc.

Accession: 0001493152-26-032598

Filed: 2026-07-09

Period: 2026-07-07

CIK: 0001289340

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

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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): July 7, 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 (see General Instruction A.2. below):

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

3.02. Unregistered Sales of Equity Securities

On

July 7, 2026, Stereotaxis, Inc. (the “Company”) completed its previously announced acquisition (the “Acquisition”)

of shares and other securities collectively representing 100% of the share capital and voting power of Robocath, a French société

par actions simplifiée (“Robocath”), pursuant to that certain Share Sale Agreement (the “Share Sale Agreement”),

dated as of April 14, 2026, by and among the Company, Robocath, the shareholders of Robocath and an individual serving as manager. In

connection with the Acquisition, the Company issued (i) 1,469,485 shares of its common stock, par value $0.001 per share (the “Common

Stock”) and (ii) “pre-funded” warrants (the “Purchaser Warrants”) to purchase 4,575,143 shares of Common

Stock to the securityholders of Robocath, in accordance with the terms and subject to the conditions set forth in the Share Sale Agreement.

The Purchaser Warrants were issued to a Robocath securityholder that elected, as permitted by the Share Sale Agreement, to receive Purchaser

Warrants in the Acquisition in lieu of shares of Common Stock it would have otherwise received under the Share Sale Agreement. Each Purchaser

Warrant issued at closing entitles the holder thereof to acquire one share of Stereotaxis Common Stock at an exercise price equal to

the par value of such Common Stock and is exercisable at any time from the date of issuance until July 7, 2031. In addition, at the

closing of the Acquisition, the Company also issued 225,000 shares of Common Stock to Robocath’s financial advisor as partial payment

of a success fee for acquisition advisory services rendered to Robocath and its securityholders in connection with the Acquisition.

Pursuant

to the Share Sale Agreement, the Company may also issue additional shares of Common Stock to the Robocath securityholders and Robocath’s

financial advisor (or Purchaser Warrants, subject to the continuing election of the eligible Robocath securityholder) if certain previously

disclosed earnout performance targets are met during respective earnout periods, in an amount not to exceed $25.0 million in the aggregate.

The exact number of shares of Common Stock and/or Purchaser Warrants, if any, to be issued will depend upon whether earnout targets are

achieved, the market value of the Common Stock at the time of issuance, and working capital and other adjustments to the Purchase Price

set forth in the Share Sale Agreement, including offsets, if any, for indemnification obligations, and whether the earnout consideration

will be paid in cash or Common Stock, at the Company’s election. In no event will the Company issue a number of shares of Common

Stock to the Robocath securityholders or Robocath’s financial advisor in connection with Acquisition in excess of 19.9% of the

number of shares of Common Stock outstanding before the issuance of shares in the Acquisition without stockholder approval.

The

issuance of shares of the Company’s Common Stock and Purchaser Warrants in connection with the Acquisition were exempt (and in

the case of earnout consideration, will be exempt) from the registration requirements of the Securities Act of 1933, as amended, pursuant

to Section 4(a)(2) thereof, by Rule 506(b) of Regulation D promulgated thereunder and/or Regulation S promulgated thereunder. The Company

is relying, in part, upon representations from the recipients of the Company’s securities in the Share Sale Agreement that each

such recipient was an accredited investor (as defined in Regulation D under the Securities Act) and/or Non-U.S. Person (as defined in

Regulation S under the Securities Act).

Item 7.01.

Regulation FD Disclosure.

On

July 9, 2026, the Company issued a press release announcing the completion of the acquisition of Robocath. The press release is attached

as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

The

information in this report furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed”

for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the Company incorporates

it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item

8.01 Other Events.

On

July 7, 2026, the Company completed its acquisition of Robocath pursuant to the Share Sale Agreement for approximately $20 million in

cash and Common Stock.

2

As

previously disclosed, the Company is required to file a resale registration statement relating to the stock consideration following the

closing of the Acquisition, which will cover the resale of the upfront stock consideration issued and the Company’s good faith

estimate of the number of shares that may reasonably be issuable pursuant to the regulatory and commercial milestones.

Item

9.01. Financial Statements and Exhibits

(d)

Exhibits

99.1

Press Release, dated July 9, 2026

104

Cover

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Other

Matters

References

to the Company’s web site address are included in this Form 8-K and in the press release only as inactive textual references, and

the Company does not intend them to be active links to its web site. Information contained on the Company’s web site does not constitute

part of this Form 8-K or the press release.

Cautionary

Statement Regarding Forward-Looking Statements

This

Current Report on Form 8-K (including the press release furnished 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 recently completed acquisition

of Robocath, the anticipated financial performance of Stereotaxis and Robocath related thereto, including the anticipated benefits expected

from the acquisition, the potential strategic implications as a result of the acquisition, and the potential for achievement of the regulatory

and commercial milestones that would trigger contingent payments in the transaction. 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 ability of Stereotaxis to successfully integrate Robocath’s

operations, and continue the commercialization, development and sales of Robocath’s products and services, and disruption of Robocath’s

or Stereotaxis’s current plans and operations as a result thereof; the ability of Robocath or Stereotaxis to retain and hire key

personnel; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction;

the ability of Stereotaxis to implement its plans, forecasts and other expectations with respect to Robocath’s business following

the completion of the transaction and realize additional opportunities for growth and innovation; the ability of Stereotaxis to realize

the anticipated benefits from the transaction in the anticipated amounts or within the anticipated timeframes or at all; the ability

to maintain relationships with Stereotaxis’s and Robocath’s respective employees, customers, other business partners and

governmental authorities; 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 Current Report and the 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.

3

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:

July 9, 2026

By:

/s/

Kimberly Peery

Name:

Kimberly

Peery

Title:

Chief

Financial Officer

4

EX-99.1

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Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Stereotaxis

Completes Acquisition of Robocath

St.

Louis, USA & Rouen, France, July 9, 2026 (Globe Newswire) – Stereotaxis (NYSE: STXS), a pioneer and global leader

in surgical robotics for minimally invasive endovascular intervention, today announced that it has completed its previously announced

acquisition of Robocath, an innovator of robotic technologies for interventional cardiology and neurointerventions.

Robocath

will now be fully integrated into Stereotaxis, combining complementary technologies and expertise to accelerate the development of next-generation

robotic solutions for electrophysiology, interventional cardiology, and neurointerventions. The combined platform strengthens Stereotaxis’s

position as the leader in robotic technologies across the full spectrum of endovascular procedures.

“We’re

very excited to join Stereotaxis,” said Philippe Bencteux, Robocath Founder and CEO. “Combining the strengths, expertise,

and technologies of two pioneers in endovascular robotics, we now have the opportunity to accelerate innovation, expand our global reach,

and bring robotic solutions to many more physicians and patients around the world.”

“The

addition of Robocath’s technology and team to Stereotaxis accelerates our strategy, enhances our technological leadership, provides

attractive commercial synergies in an expanded addressable market, and supports new strategic opportunities,” said David Fischel,

Stereotaxis Chairman and CEO.

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.

About

Robocath

Founded

in 2009 by Philippe Bencteux, MD, Robocath designs, develops and markets smart robotic solutions to treat cardiovascular and neurovascular

diseases. Robocath robotic solutions integrate a unique bionic technology that optimizes the safety of robotic-assisted coronary angioplasty.

Robocath’s robotic solutions are designed to operate with precision and perform accurate movements, creating better interventional

conditions. Robocath has obtained CE and NMPA certifications for its first robotic solution. Several multicenter clinical studies have

been conducted, and a meta-analysis has demonstrated R-One’s safety and efficacy as it achieved more than 98% technical procedure

success with no major adverse cardiovascular events. Currently R-One is used in Europe and China. Robocath, based in Rouen (France),

a world leader in vascular robotics, continues to push the boundaries of interventional cardiology technology by developing smart digital

solutions. Its ambition is to guarantee equal access to treatment for vascular emergencies through the development of remote interventions,

offering the best care for all.

Cautionary

Note Regarding Forward-Looking Statements

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, the anticipated financial performance of Stereotaxis

and Robocath related thereto, including the anticipated benefits expected from the acquisition, the potential strategic implications

as a result of the acquisition, and the potential for achievement of the regulatory and commercial milestones that would trigger contingent

payments in the transaction. 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 ability of Stereotaxis to successfully integrate Robocath’s operations, and continue the commercialization,

development and sales of Robocath’s products and services, and disruption of Robocath’s or Stereotaxis’s current plans

and operations as a result thereof; the ability of Robocath or Stereotaxis to retain and hire key personnel; competitive responses to

the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; the ability of Stereotaxis to

implement its plans, forecasts and other expectations with respect to Robocath’s business following the completion of the transaction

and realize additional opportunities for growth and innovation; the ability of Stereotaxis to realize the anticipated benefits from the

transaction in the anticipated amounts or within the anticipated timeframes or at all; the ability to maintain relationships with Stereotaxis’s

and Robocath’s respective employees, customers, other business partners and governmental authorities; 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

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