UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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): ~~May~~July 1617, 2025

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 5 2.0702 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

OnThe ~~May~~Company ~~15,~~expects ~~2025,~~to ~~the~~report ~~Company~~revenue ~~held~~for ~~its~~2025 ~~Annual~~second ~~Meeting~~quarter in the range of ~~Shareholders~~$8.5 Amillion ~~total~~to of$8.8 85million,~~979,662 shares~~ reflecting growth of ~~common~~approximately 15% ~~stock~~sequentially ~~were~~over ~~outstanding~~its 2025 first quarter and ~~entitled~~90% on a year-over-year basis compared to ~~vote~~the 2024 second quarter, with growth in both recurring and ~~the~~system ~~holders~~revenues. ofGross ~~Series~~margins Afor ~~Convertible~~both ~~Preferred~~system ~~Stock~~and ~~were~~recurring ~~entitled~~revenue toin anthe ~~aggregate~~second ofquarter ~~21,663,743 votes~~are onexpected anto ~~as-converted~~be ~~basis.~~at Ator ~~the Annual~~slightly ~~Meeting,~~above ~~63,792,419~~levels ~~shares~~reported ~~were~~in ~~represented,~~the ~~constituting~~first aquarter ~~59%~~of ~~quorum~~2025. ~~Shareholders~~GAAP ~~were~~operating ~~asked~~expenses are expected to ~~consider~~be ~~and~~between ~~act~~$8.2 ~~upon~~million ~~the~~and ~~following:~~$8.8 million.

	(1)	The election of two Class III directors to serve until the Company’s 2028 Annual Meeting; and
	(2)	A proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025.

The preliminary financial information included in this report is based on the Company’s current expectations and may be adjusted as a result of, among other things, the completion of customary quarter-end close review procedures and financial review. The Company will report its financial results for the period ending June 30, 2025. Its earnings call for the 2025 second quarter is expected to be held in August 2025. See also “Cautionary Note Regarding Forward-Looking Statements” below.

~~Proposal~~In 1,accordance ~~the~~with ~~election~~General ofInstruction ~~directors,~~B.2. ~~was~~of ~~determined~~Form by8-K, athe ~~plurality~~information ofcontained ~~votes~~in ~~cast~~Item 2.02 ~~The~~shall ~~Board’s~~not ~~nominees~~be deemed “filed” for ~~director~~purposes ~~were~~of ~~elected~~Section to18 ~~serve until~~of the ~~Company’s~~Securities ~~2028~~Exchange ~~annual~~Act ~~meeting~~of 1934, ~~consistent~~as ~~with~~amended (the ~~proposal~~“Exchange Act”), or ~~until~~otherwise ~~their respective successor is elected and qualified,~~subject byto the ~~votes~~liabilities ~~set~~of ~~forth~~that insection, ~~the~~nor ~~table~~shall ~~below.~~they ~~Proposal~~be 2deemed ~~was~~incorporated ~~determined~~ by ~~the~~reference ~~vote~~in ofany afiling ~~majority~~under of the ~~outstanding~~Securities ~~shares~~Act ~~entitled~~of to1933, ~~vote~~as ~~and~~amended, ~~present in person~~ or ~~represented by proxy at~~ the ~~meeting~~Exchange Act, ~~and~~except ~~passed~~as byshall ~~the~~be ~~votes~~expressly set forth inby ~~the~~specific ~~applicable~~reference ~~table~~in ~~below~~such a filing.

~~(1)~~Item ~~Election~~8.01 ofOther ~~Directors:~~Information.

Name of Nominee	Votes For	Votes Withheld	Broker Non-Votes
Dr. Nathan Fischel	43,049,508	2,243,186	18,499,725
Mr. Ross B. Levin	42,319,392	2,973,302	18,499,725

The select preliminary unaudited financial information for the second quarter ended June 30, 2025 reported under Item 2.02 is hereby incorporated by reference herein.

~~(2)~~Cautionary Note ~~Proposal~~Regarding toForward-Looking ~~ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025:~~Statements

Number of Votes For:		63,627,003
Number of Votes Against:		126,608
Number of Votes Abstain:		38,808

This report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s preliminary results for the 2025 second quarter. These statements are based on current expectations, estimates and projections about the second quarter of 2025 and the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and in other documents that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.

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: May 19, 2025	By:	/s/ Patricia S. Williams
Date: July 17, 2025	By:	/s/ Kim Peery
	Name:	~~Patricia~~Kim ~~S. Williams~~Peery
	Title:	~~Secretary~~Chief Financial Officer

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