STEREOTAXIS, INC. (OTCMKTS:STXS) Files An 8-K Results of Operations and Financial Condition

Item2.02.

On February6, 2017, Stereotaxis, Inc. (the Company) issued a
press release (the Press Release) setting forth the Companys
expectations regarding selected financial results for the fourth
quarter and full 2016 fiscal year. A copy of the Companys press
release is being furnished as Exhibit 99.1 and hereby
incorporated by reference.

The financial results in the Press Release are preliminary and
subject to change pending the Companys filing of its Form 10-K
for fiscal year 2016, scheduled for March 2017. The preliminary
financial results presented in the Press Release are based solely
upon information available to the Company as of February6, 2017,
are not a comprehensive statement of the Companys financial
results or positions as of or for the three months or 12 months
ended December31, 2016, and are subject to change pending the
Companys announcement of definitive financial results.

The Press Release issued by the Company on February6, 2017 also
announced the resignation of William C. Mills III as Chief
Executive Officer and a director of the Company and the
appointment of David Fischel as Acting Chief Executive Officer of
the Company and Chairman of the Board of Directors of the
Company, effective February3, 2017.

Severance Agreement and Release

In connection with his resignation, the Company and Mr.Mills
entered into a Severance Agreement and Release, dated February3,
2017. Under the terms of the Severance Agreement and Release,
Mr.Mills will receive the severance payments and other benefits
set forth in the terms of his Employment Agreement with the
Company, dated as of May30, 2014, in the same manner as if he
were terminated without cause, subject to certain offsets.
Mr.Mills will receive an amount equal to his current annual base
salary ($489,250) as severance, payable over the 12-month period
following February3, 2017 in accordance with Stereotaxis regular
payroll schedule, as well as other benefits set forth in the
Severance Agreement and Release.

A copy of the Severance Agreement and Release is filed as Exhibit
10.1 hereto and incorporated herein by reference.

Acting Chief Executive Officer Agreement

In connection with Mr.Fischels appointment as Acting Chief
Executive Officer of the Company, the Company has entered into a
letter agreement (the Acting CEO Agreement) with Mr.Fischel,
dated February3, 2017, to which Mr.Fischel will serve as Acting
Chief Executive Officer until such time as the Company appoints a
new Chief Executive Officer of the Company (the Transition
Period), which time is intended to be less than one year. The
Acting CEO Agreement also provides that Mr.Fischel will be
designated as the Chairman of the Board as of February3, 2017.
Mr.Fischels appointment is terminable by him or the Company at
any time (for any reason or for no reason). Mr.Fischel also
resigned as a member of the Audit Committee as of February3,
2017.

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to the Acting CEO Agreement, Mr.Fischel will receive no salary or
bonus and will not participate in the Companys benefit programs.
He will be reimbursed his reasonable expenses in connection with
the performance of his duties, including, travel expenses
associated with his attendance at professional and industry
events, and the reasonable travel expenses incurred by him when
traveling to the Companys primary business location in St. Louis,
Missouri from his residence in the Los Angeles, California area.
The Acting CEO Agreement also contains standard confidentiality
and invention assignment covenants.

Biographical information. Mr.Fischel, 30, has
served as a Director of Stereotaxis since September 2016. He has
served for over eight years as Principal and portfolio manager
for medical device investments at DAFNA Capital Management, LLC.
In addition to his research responsibilities, Mr.Fischel has been
deeply involved in all aspects of the firms operations including
legal, accounting, IT, compliance, human resources and marketing.
Prior to joining DAFNA Capital, he was a research analyst at SCP
Vitalife, a healthcare venture capital fund. Mr.Fischel completed
his B.S. magna cum laude in Applied Mathematics with a minor in
Accounting at the University of California at Los Angeles and
received his MBA from Bar-Ilan University in Tel Aviv. He is a
Certified Public Accountant, Chartered Financial Analyst and
Chartered Alternative Investment Analyst.

A copy of the Acting CEO Agreement is filed as Exhibit 10.2
hereto and incorporated herein by reference.

Appointment of Dr.Nathan Fischel

In addition, the Company announced the appointment of Dr.Nathan
Fischel as a Class III director to fill the vacancy on the Board
resulting from Mr.Mills resignation. The appointment was
effective as of February3, 2017, the date of Mr.Mills
resignation. Dr.Fischels term as a Class III director will expire
at the Companys 2019 Annual Meeting of Shareholders.

Dr.Fischel will receive 20,000 restricted share units and other
compensation on the same basis as all other non-management
Directors of the Company, as described under Director
Compensation in the Companys Proxy Statement for its 2016 Annual
Meeting of Shareholders.

There is no arrangement or understanding between Dr.Fischel and
any other person to which Dr.Fischel was elected as a director.
The board will consider service on committees of the board of
directors for Dr.Fischel at a later date.

The Company did not enter into or materially amend any material
plan, contract or arrangement to which Dr.Fischel is a party or
in which he participates in connection with his election as a
director. Dr.Fischel is the father of Mr.Fischel.

Certain additional information for Mr.Fischel and
Dr.Fischel

As previously disclosed on its Form 8-K dated September22, 2016
(filed on September28, 2016) (the Previous 8-K), on September26,
2016, the Company entered into a Securities Purchase Agreement
(the Purchase Agreement) with certain institutional and other
accredited investors (the Buyers), whereby it agreed to sell, for
an aggregate purchase price of $24 million, (i)an aggregate of
24,000 shares of Series A Convertible Preferred Stock, par value
$0.001 per share (the Preferred Shares), which are convertible
into shares of the Companys Common Stock (the Conversion Shares),
and (ii)warrants (the Warrants) to purchase an aggregate of
36,923,077 shares of Common Stock (the Warrant Shares).
Mr.Fischel is a Principal, and Dr.Fischel is the Chief Executive
Officer, of DAFNA Capital Management, LLC, one of the Buyers
under the Purchase Agreement. The transactions contemplated by
the Purchase Agreement are described in Section1.01 of the
Previous 8-K, which is incorporated by reference herein (the
Incorporated Disclosure). In addition, the Company is considering
reimbursing certain of the Buyers an additional $120,366.79 for
outside counsel expenses incurred in connection with such
transaction. Other than the information set forth in this
Item5.02 and the Incorporated Disclosure, the Company is not
aware of any transactions or proposed transactions in which the
Company was or is to be a participant since January1, 2016, in
which the amount involved exceeds $120,000, and in which
Mr.Fischel or Dr.Fischel had, or will have, a direct or indirect
material interest due to their respective positions with DAFNA.

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Forward-Looking Statements

Statements contained or incorporated by reference in this Current
Report on Form 8-K describing, among other things, the Companys
future operating results are forward-looking statements as
defined by the SEC. Actual results and events may differ
materially from those indicated in these forward-looking
statements based on a number of factors, including actions of the
SEC, the OTCQX and the Companys shareholders and the risks and
uncertainties inherent in the Companys business, including those
described in the Companys current and periodic reports filed with
the Securities and Exchange Commission, including the Companys
Annual Report on Form 10-K for the year ended December31, 2015.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of
this report. The Company undertakes no obligation to update any
forward-looking statement to reflect new information, events or
circumstances after the date of this report or to reflect the
occurrence of unanticipated events.

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About STEREOTAXIS, INC. (OTCMKTS:STXS)

Stereotaxis, Inc. is a United States-based healthcare technology company. The Company is engaged in the development of robotic cardiology instrument navigation systems designed to enhance the treatment of arrhythmias and coronary disease. The Company also provides information management solutions for the interventional lab. The Stereotaxis platform helps physicians to provide patient care with robotic precision and enhanced integration of procedural information. The Company’s Epoch solution includes the Niobe ES remote magnetic navigation system, the Odyssey portfolio of lab optimization, networking and patient information management systems, and the Vdrive robotic navigation system and consumables. The Niobe ES remote magnetic navigation system includes the Navigant software user interface and the QuikCAS catheter advancement system. The Vdrive robotic navigation system with Niobe ES magnetic navigation system provides navigation and stability for diagnostic and ablation devices.

STEREOTAXIS, INC. (OTCMKTS:STXS) Recent Trading Information

STEREOTAXIS, INC. (OTCMKTS:STXS) closed its last trading session 00.000 at 0.705 with 929,117 shares trading hands.