Stereotaxis, Inc.

From July 1, 2025 through September 30, 2025, we offered, sold and issued the following unregistered securities:

As previously disclosed in our Current Report on Form 8-K filed with the SEC on May 16, 2024, on May 11, 2025, we entered into Share Purchase Agreement with APT Holding Company, Inc., a Minnesota corporation (the “APT Holding”), to acquire all of the equity interests of Access Point Technologies EP, Inc., a Minnesota corporation (“APT”). On August 7, 2025, pursuant to the Share Purchase Agreement, we issued 417,710 shares of common stock as payment of a part of the earnout consideration payable to APT Holding upon the achievement of a certain regulatory milestone.

The offer, sale and issuance of the securities described above were not registered and were made 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 of such securities did not involve a public offering, and no public solicitation or advertisement was made or relied upon in connection with the issuance of the shares. We filed a resale shelf registration statement on Form S-3 (File No. 333-281766), which was declared effective by the SEC on September 11, 2024, registering the resale of up to up to 6,100,000 shares of our common stock held by, or that may be issued to, APT Holding, including the shares described above.