UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Check the appropriate box:

Stereotaxis, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

STEREOTAXIS, INC.

710 North Tucker Boulevard

Suite 110

St. Louis, Missouri 63101

(314) 678-6100

April 4, 2024

Dear Shareholder:

You are cordially invited to attend our Annual Meeting of Shareholders on Thursday,Wednesday, May 20, 202115, 2024, at 10:00 a.m. (Central Daylight Time) at our Company headquarters at 4320 Forest Park Avenue710 North Tucker Boulevard, Suite 110, in St. Louis, Missouri.Missouri 63101.

Details about the meeting are described in the Notice of Internet Availability of Proxy Materials you received in the mail and in this proxy statement. We have also made a copy of our 20202023 Annual Report on Form 10-K and this proxy statement available on the Internet. Whether or not you plan to attend the meeting, we encourage you to read our 20202023 Annual Report and this proxy statement and to vote your shares.

Because of the current COVID-19 pandemic it is possible that the date, time, or location of the annual meeting will change. In the event circumstances dictate a change, the Company will comply with Delaware law and also SEC rules and guidance.

Your vote is very important to us. Most shareholders hold their shares in street name through a broker and may vote by using the Internet, by telephone or by mail. If your shares are held in the name of a bank, broker, or other holder of record, you must present proof of your ownership, such as a bank or brokerage account statement, to be admitted to the meeting and if you plan to vote your shares in person at the meeting, you must obtain a proxy, executed in your favor, from your bank or broker. All shareholders must also present a form of personal identification in order to be admitted to the meeting.

On behalf of the entire Board, I thank you for your continued support and look forward to seeing you at the meeting.

STEREOTAXIS, INC.

710 North Tucker Boulevard

Suite 110

St. Louis, Missouri 63101

(314) 678-6100

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 9, 20214, 2024

The Annual Meeting of Shareholders of Stereotaxis, Inc. will be held at our principal executive offices located at 4320 Forest Park Avenue,710 North Tucker Boulevard, Suite 100,110; St. Louis, Missouri 63108,63101, on Thursday,Wednesday, May 20, 202115, 2024, at 10:00 a.m. (Central Daylight Time) for the following purposes:

The Board of Directors fixed Monday, March 22, 202118, 2024, as the date of record for the meeting, and only shareholders of record at the close of business on that date will be entitled to vote at the meeting or any adjournment thereof.

We began sending to all shareholders of record a Notice of Internet Availability of Proxy Materials on April 9, 2021.4, 2024. Please note that our Annual Report on Form 10-K for the fiscal year ended December 31, 20202023, is available for viewing on the Internet. Please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail.

IMPORTANT NOTICE

Please Vote Your Shares Promptly

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

The Board of Directors (the “Board”) of Stereotaxis, Inc. (the “Company”) is soliciting proxies from the Company’s shareholders in connection with its 20212024 Annual Meeting of Shareholders to be held on May 20, 202115, 2024, and any and all adjournments and postponements thereof. You are encouraged to vote on the proposals presented in these proxy materials. You are invited to attend the Annual Meeting, but you do not have to attend to vote.

We presently intend to hold the Annual Meeting of Shareholders on Thursday,Wednesday, May 20, 202115, 2024, at 10:00 a.m. Central Daylight Time, at our principal executive offices located at 4320 Forest Park Avenue,710 North Tucker Boulevard, Suite 100,110, St. Louis, Missouri 63108.MO 63101.

Because of the current COVID-19 pandemic it is possible that the date, time, or location of the annual meeting will change. In the event circumstances dictate a change, the Company will comply with Delaware law and also SEC rules and guidance.

In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we may furnish proxy materials, including this proxy statement and our 20202023 Annual Report on Form 10-K, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to most of our shareholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

The Notice will provide you with instructions regarding how to view our proxy materials for the Annual Meeting on the Internet.

You are entitled to vote if you were a shareholder of record of shares of our common stock or Series A Convertible Preferred Stock at the close of business on Monday, March 22, 202118, 2024 (the “Record Date”).

On March 22, 2021,18, 2024, there were 74,080,47982,128,762 shares of our common stock and 22,40821,908 shares of our Series A Convertible Preferred Stock outstanding and entitled to vote, subject to specified beneficial ownership limitations in the case of the Series A Convertible Preferred Stock. Holders of our Series B Convertible Preferred Stock are not entitled to vote on any matter being presented for consideration at the Annual Meeting.

Each share of common stock that you own entitles you to one vote. On the Record Date, there were a total of 74,080,479,82,128,762 shares of common stock outstanding. As of the Record Date, each share of our Series A Convertible Preferred Stock is convertible into 1,9522,228 shares of our common stock and is entitled to one vote for each share of common stock into which it is convertible, subject to specified beneficial ownership limitations. On the Record Date there were 22,40821,908 shares of Series A Convertible Preferred Stock outstanding, entitling the holders of those shares to an aggregate of 14,680,24322,094,988 votes. Accordingly, on the Record Date, the holders of our common stock and Series A Convertible Preferred Stock are entitled to an aggregate of 88,760,722104,223,750 votes in respect of such shares of stock.

We are asking our shareholders to (1) elect twoone Class II directorsdirector to serve until the 20242027 Annual Meeting and until, at the election of the Company, their respective successors arehis successor is duly elected and qualified,qualified; (2) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 20212024 fiscal year,year; (3) approve an amendment to the Stereotaxis, Inc. 20122022 Stock Incentive Plan (“2022 Stock Incentive Plan”) increase the number of shares of common stock authorized for issuance thereunder by 4,000,000 shares (“2022 Stock Incentive Plan Amendment”); (4) approve an amendment to the Employee Stock Purchase Plan (“ESPP”) to increase the number of shares of common stock authorized for issuance thereunder by 4,000,000 shares; (4) approve the issuance of up to 13,000,000250,000 shares under the 2021 CEO Performance Share Unit Award;(“ESPP Amendment”); and (5) transact such other business as may properly come before the meeting.

If your shares are held in an account at a brokerage firm, bank, broker-dealer, trust or other similar organization, like the vast majority of our shareholders, you are considered the beneficial owner of shares held in “street name”, and the Notice was forwarded to you by that organization. As the beneficial owner, you have the right to direct your broker, bank, trustee, or nominee how to vote your shares, and you are invited to attend the Annual Meeting.

Whether or not you expect to be present in person at the Annual Meeting, you are requested to vote your shares. Most shareholders will be able to choose whether they wish to vote using the Internet, by telephone or by mail. The availability of Internet voting or telephone voting for shareholders whose shares are held in “street name” by a bank or a broker may depend on the voting processes of that organization. If you vote using the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible. Internet and telephone voting facilities will be available 24 hours a day and will close at 11:59 p.m., Eastern Daylight Time, on May 19, 2021,14, 2024, the day before the date of the Annual Meeting. If you hold your shares directly as a shareholder of record and you attend the meeting, you may vote by ballot. If you hold your shares in street name through a bank or broker and you wish to vote at the meeting, you must obtain a proxy, executed in your favor, from your bank or broker.

Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting. If you are a shareholder of record, you may vote by proxy. You can vote by proxy over the Internet by following the instructions provided in the Notice or if you requested to receive printed proxy materials, you can also vote by mail, telephone, or the Internet pursuant to instructions provided on the proxy card. If you hold shares beneficially in street name, you may vote by proxy over the Internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by following the voting instruction card provided to you by your broker, bank, trustee, or nominee.

If you are a shareholder of record, you can revoke your proxy at any time before it is voted at the Annual Meeting by:

If your shares are held in the name of a bank or brokerage firm, you may change your vote by submitting new voting instructions to your bank or broker following the instructions that they provide.

No business can be conducted at the Annual Meeting unless a majority of the outstanding shares of common stock entitled to vote is present in person or represented by proxy at the meeting. Each share of our common stock is entitled to one vote with respect to each matter on which it is entitled to vote. Each share of Series A Convertible Preferred Stock is entitled to one vote on an as-converted basis, subject to specified beneficial ownership limitations applicable to the holders of the Series A Convertible Preferred Stock. As noted above, holders of our Series B Convertible Preferred Stock are not entitled to vote on any matter being presented for consideration at the Annual Meeting. A plurality of the shares entitled to vote and present in person or by proxy at the meeting must be voted “FOR” a director nominee. A majority of shares entitled to vote and present in person or by proxy at the meeting must be voted “FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for the 20212024 fiscal year, “FOR” for the amendment to our 2012 Stock Incentive Plan Amendment to provide that an additional 4,000,000 shares of common stock of the Company be made available for issuance under the Stock Incentive Plan for awards to participants, and “FOR” the issuanceESPP Amendment to provide that an additional 250,000 shares of up to 13,000,000 sharescommon stock of the Company be made available for issuance under the 2021 CEO Performance Share Unit Award.ESPP for awards to participants.

If you sign, date and return your proxy and do not mark how you want to vote, your proxy will be counted as a vote “FOR” all of the nominees for directors, “FOR” the ratification of our independent registered public accounting firm, “FOR” the amendment to our 2012approval of the 2022 Stock Incentive Plan Amendment to increase the number of shares of common stock authorized for issuance under the Stock Incentive Plan by 4,000,000 shares, “FOR” the issuanceapproval of upthe ESPP Amendment to 13,000,000increase the number of shares of common stock authorized for issuance under the 2021 CEO Performance Share Unit Award,ESPP by 250,000 shares, and in the discretion of the proxy holders for such other business as may properly come before the meeting.

If you hold shares in street name through a broker or other nominee and do not vote your shares or provide voting instructions, your broker may vote for you on “routine” proposals but not on “non-routine” proposals. Rules of the New York Stock Exchange (“NYSE”) determine whether proposals are routine or non-routine. Therefore, if you do not vote on the non-routine proposals or provide voting instructions, your broker will not be allowed to vote your shares on these matters. This will result in a “broker non-vote”. Broker non-votes are not counted as shares present and entitled to vote so they will not affect the outcome of the vote.

We expect that the following proposal will be considered “routine” under applicable NYSE rules: Proposal 2 (the ratification of Ernst & Young LLP as the Company’s independent registered public accountants.accountants). Accordingly, if you do not provide voting instructions to your broker, we expect that your broker will be permitted to vote your shares on this proposal, but all of our other proposals are “non-routine”. Therefore, if you do not vote on the non-routine proposals or provide voting instructions, your broker will not be allowed to vote your shares. This will result in a broker non-vote. Broker non-votes are not counted as shares present and entitled to vote so they will not affect the outcome of the vote.

If you indicate that you wish to “abstain,” your vote will have the same effect as a vote against the proposal or the election of the applicable director.

If any other matters are properly presented for consideration at the Annual Meeting and you have voted your shares by Internet, telephone or mail, the persons named as proxies in your proxy will have the discretion to vote on those matters for you. As of the date we filed this proxy statement with the Securities and Exchange Commission, the Board of Directors did not know of any other matter to be presented at the Annual Meeting.

All shareholders must present a form of personal identification in order to be admitted to the meeting. If your shares are held in the name of a bank, broker, or other holder of record, you also must present proof of your ownership, such as a bank or brokerage account statement, to be admitted to the meeting.

INFORMATION ABOUT THE BOARD OF DIRECTORS

The number of directors set by the Board is nine. Currently,The directors are distributed among three staggered classes (Classes I, II and III), of three directors each. At each annual meeting of shareholders, a class of directors is elected for a term of three years to succeed the class of directors whose terms are then expiring. The terms of the Class I, II and III Directors will expire upon the election and qualification of successor directors at the annual meeting of shareholders to be held this year for the Class II Directors, in 2025 for the Class III Directors, and in 2026 for the Class I Directors, or upon their earlier death, resignation or removal.

David L. Fischel, who was appointed to the Board as a Class II Director in September 2016 and who became our Chief Executive Officer in February 2017, is a nominee as a Class II Director at the 2024 Annual Meeting for reelection to a three-year term expiring in 2027. Following a request by current Class II director Robert J. Messey to not be renominated for election to the Board, the Board has determined not to renominate Mr. Messey. Mr. Messey’s request to not be renominated is not a result of any disagreements with the Company. In addition, there are currently two vacancies on the Board, one vacancy in Class I and one vacancy in Class III. Our Class II directors have terms that expire at the 2021 Annual Meeting. One of the current Class II directors, Joe Kiani, has advised the Board that he is retiring from the Board due to his schedule and is not standing for reelection. After giving effect to Mr. Kiani’s retirement, following the 2021 Annual Meeting there will be one vacancy in Class I, one vacancy in Class II and one vacancy in Class III. Under the terms of our restated certificate of incorporation and bylaws, the boardBoard of directorsDirectors may fill these vacancies at any time. The Board will make a determination in the coming months to fill the vacancy resulting from the conclusion of Mr. Messey’s term with a new qualified director.

Set forth below is the name, age, and business experience of each of the continuing directors and nominees of the Company, including the specific experience, qualifications, attributes, or skills that led to the conclusion that such person should serve as a director. Dr. Nathan Fischel is the father of David L. Fischel, our Chief Executive Officer and Chairman of the Board.

Class II Directors (NomineesDirector

(Nominee for election to the Board at the 20212024 Annual Meeting to serve a three-year term until the 20242027 Annual Meeting)

David L. Fischel

Chief Executive Officer and Chairman of the Board since February 2017

Director since September 2016

Mr. Fischel, 34,37, has served as Chief Executive OfficerChairman and Chairman of the Board since February 2017. He has served as a directorCEO of Stereotaxis since 2017, leading the equity investmentCompany’s efforts to return to financial health, drive commercial growth, and positive strategic initiatives announced in September 2016.advance a comprehensive innovation strategy. He has served for over ten years as Principal and portfolio manager for medical device investments at DAFNA Capital Management, LLC. 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. Mr. Fischel’s extensive understanding of our business, operations and strategy, as well as financial and medical device industry experience, enable him to make valuable contributions to the Board of Directors.

Robert J. Messey

Director since May 2005

Mr. Messey, 75, served as the senior vice president and chief financial officer of Arch Coal, Inc. from December 2000 until his retirement in April 2008. Prior to joining Arch Coal, he served as the vice president of financial services of Jacobs Engineering Group, Inc. from 1999 to 2000 following that company’s acquisition of Sverdrup Corporation, where he served as senior vice president and chief financial officer from 1992 to 1999. Mr. Messey was an audit partner at Ernst & Young LLP from 1981 to 1992. He previously served as a director and member of the audit and compensation committees of Oxford Resource Partners, LP, a publicly traded coal mining company, from May 2010 to December 2014, and as a director and chairman of the audit committee of Baldor Electric Company, a publicly traded manufacturer of industrial electrical motors, from May 1993 to January 2011. He serves as an advisory director, chairman of the compensation committee, and member of the audit committee of a privately held conglomerate. Mr. Messey earned his B.S.B.A. from Washington University. Mr. Messey’s experience in finance and accounting provides the Board with a great deal of expertise on financing, accounting and compliance matters.

Class III Directors (terms expiring at the 20222025 Annual Meeting)

Nathan Fischel, M.D.

Director since February 2017

Dr. Fischel, 65,68, is the Founder and CEO of DAFNA Capital Management, LLC. DAFNA Capital is an SEC registered investment advisor with a highly successful investment track record of over 2225 years focused on innovations in biotechnology and medical devices. Dr. Fischel was Professor of Pediatrics at UCLA School of Medicine and attending physician in Pediatric Hematology and Oncology at Cedars-Sinai Medical Center in Los Angeles. He has published over 120 peer-reviewed scientific and medical manuscripts and book chapters, has been the principal investigator of multiple National Institutes of Health (“NIH”) funded research grants, has served repeatedly on internal and external review panels at the NIH, and was appointed by the U.S. Secretary of Health and Human Services to serve for four years on the Advisory Council of one of the NIH’s institutes. Dr. Fischel received his M.D. from the Technion Israel Institute of Technology and served his internship year at Hadassah Hospital in Jerusalem. He completed his residency and fellowship in Pediatrics and Pediatric Hematology and Oncology at the Children’s Hospital and the Dana-Farber Cancer Institute, Harvard Medical School in Boston, and his postgraduate research training in Molecular Genetics at Oxford University in England. Dr. Fischel’s experience as a physician enables him to provide critical perspectives regarding our technologies and commercial adoption of our products, and his extensive knowledge of medical device companies allows him to provide insight to the Board on strategic decisions.

Ross B. Levin

Director since July 2018

Mr. Levin, 37,40, is the Director of Research for Arbiter Partners Capital Management LLC and a principal in the firm. Mr. Levin serves on the boards of directors of Capital Senior Living Corporation and Stereotaxis Inc. and is a former board member of Capital Senior Living Corporation, Mood Media Corporation, American Community Properties Trust and Presidential Life Corporation. Mr. Levin is also chairman of the board of directors of Constructive Partnerships Unlimited, a nonprofitnon-profit organization providing services and programs for people with developmental disabilities, and former vice chairman of the board of the Cerebral Palsy Associations of New York State. Mr. Levin is a member of the New York Society of Securities Analysts and a CFA charter holder. Mr. Levin holds a Bachelor of Science degree in Management with a concentration in Finance from the A.B. Freeman School of Business at Tulane University and has completed the Investment Decisions and Behavioral Finance program at the John F. Kennedy School of Government at Harvard University.

Class I Directors (terms expiring at the 20232026 Annual Meeting)

David W. Benfer

Director since February 2005

Mr. Benfer, 74,77, has served as the chairman of The Benfer Group LLC, which provides advisory services to healthcare providers and suppliers, since 2010. From 1999 to 2009, Mr. Benfer served as president and chief executive officer of Saint Raphael Healthcare System and the Hospital of Saint Raphael, New Haven, Connecticut. Prior to that, he was the president and chief executive officer of the Provena-Saint Joseph/Morris Health Network in Joliet, Illinois from 1992 to 1999. Mr. Benfer served as senior vice president for Hospital and Urban Affairs for the Henry Ford Health System in Detroit and chief executive officer of the Henry Ford Hospital from 1985 to 1992. He served as the chairman of the American College of Healthcare Executives (ACHE) from 1998 to 1999 and on its board of governors from 1992 to 2000. Mr. Benfer was named a Fellow of ACHE in 1981 and served on the board of the Catholic Health Association from 2003 until 2008. He earned his M.B.A. from Xavier University and his B.S.B.A. from Wittenburg University. Mr. Benfer’s extensive experience in the healthcare industry and in hospital management provides the Company with useful industry information related to technology acquisition, governance, and risk and liability issues. Mr. Benfer serves on the Board of The John and Mable Ringling Museum of Art Foundation, Inc., the state museum of Florida.

Arun S. Menawat, Ph.D.

Director since September 2016

Dr. Menawat, 66,69, is Chairman and CEO of Profound Medical Corp. (NASDAQ:PROF) (TXSV:PRN), a medical device company that is driving commercialization of real-time MRI-guided ablation for prostate diseases including cancer. Dr. Menawat has an accomplished history of executive leadership success in the healthcare industry. He was previously the Chairman, President, and CEO of Novadaq Technologies Inc. (NASDAQ:NVDQ) (TXS:NDQ). Under his 13-year tenure at Novadaq, he transformed the company from a small private pre-commercial company into the leader in intraoperative imaging and was instrumental in signing strategic partnerships with companies including Intuitive Surgical, LifeCell, and KCI. He obtained a Ph.D. in Chemical (Bio) Engineering from the University of Maryland, while concurrently completing a fellowship in biomedical engineering at the U.S. National Institute of Health and holds an Executive MBA from the J.L. Kellogg School of Management, Northwestern University. In 2014, Dr. Menawat was named the EY Ontario Entrepreneur of the Year in the health sciences category. Dr. Menawat’s strong executive experience with medical device companies provides the Board with valuable guidance for product innovation, customer initiatives and operational matters.

Myriam Curet, M.D.

Director since July 2021

Dr. Curet, 67, currently serves as Executive Vice President and Chief Medical Officer for Intuitive Surgical, the global leader and pioneer of robotic surgery. Dr. Curet joined Intuitive Surgical in 2005 and has since led the development of clinical evidence, physician education, and reimbursement activities that have been instrumental to Intuitive Surgical’s growth across multiple clinical specialties. For more than 20 years, Dr. Curet has also served as a Clinical Professor of Surgery at Stanford University School of Medicine, with a part-time clinical appointment at the Palo Alto Veteran’s Administration Medical Center. Dr. Curet received her M.D. from Harvard Medical School and completed her general surgery residency at the University of Chicago. Dr. Curet’s extensive medical credentials and her executive experience in a medical device company provide the Board with significant insights on the commercial adoption of our products, as well as product innovation and operational matters.

CORPORATE GOVERNANCE INFORMATION

Board Leadership Structure and Board Role in Risk Oversight

David L. Fischel became chief executive officer and chairman of the board effective February 3, 2017. Since February 2015, David W. Benfer has served as the lead independent director. The Board believes that it should have flexibility to make the determination of whether the same person should serve as both the chief executive officer and chairman of the board or if the roles should be separate. The Board believes that its current leadership structure, with the positions of chief executive officer and chairman of the Board held by the same individual and Mr. Benfer serving as lead independent director, provides appropriate leadership for the Company and best serves the shareholders. Mr. Benfer provides independent leadership on the Board and interacts with the chief executive officer and the other independent directors to facilitate communications. Our independent directors regularly have executive sessions as part of our regular meeting schedule, during which only the independent directors are present. Mr. Benfer leads these sessions and provides feedback to the chief executive officer.officer and, when appropriate, other senior management.

Our Board provides risk oversight to the Company through the Audit Committee. The Audit Committee monitors financial, healthcare compliance, and regulatory risks. This oversight process takes place through discussions at committee meetings with the members of senior management who are responsible for the Company’s risk management policies and procedures. In addition, the Audit Committee regularly meets in a private session with the Company’s independent auditors.

Director Independence

Our common stock is listed on The New York Stock Exchangethe NYSE American Exchange (“NYSE American”) under the trading symbol “STXS”. The stock began trading on the NYSE American on September 6, 2019. Prior to that date the stock had traded on the OTCQX^® Best Market since August 4, 2016. Historically, ourOur Board has considered the independence of our directors under the listing standards of The NASDAQ Capital Market. With the uplisting to the NYSE American in 2019 our Board now is required to evaluate and affirmatively determine the independence of our directors under the listing standards of the NYSE American, specifically, NYSE American Company Guide Section 803.

With the exception of David L. Fischel and Dr. Nathan Fischel, our Board determined that each member of the Board and the respective Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee were independent in 20202023 under the listing standards of the NYSE American.

Director Nomination Process

The Nominating and Corporate Governance Committee is responsible for identifying and recommending to the Board candidates to serve as members of the Board. In carrying out this responsibility, the committee has adopted a written policy setting forth the minimum qualifications to serve as a director of the Company. These minimum qualifications emphasize integrity, independence, experiences,experience, strength of character, mature judgment, and technical skills applicable to the Company. The committee will also consider whether the candidate is able to represent all shareholders of the Company fairly and equally, without favoring or advancing any particular shareholder or other constituency of the Company.

The committee also seeks Board members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. Directors should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated, and/or be selected based upon contributions they can make to the Company and Board. We do not have a formal policy regarding diversity, but the Board is committed to a diverse membership. In selecting nominees, the Board does not discriminate on the basis of race, color, national origin, sex (including pregnancy, sexual orientation, gender, and/or gender identity), religion, disability, or sexual orientation.age.

The committee may approve, in its discretion, the candidacy of a nominee who does not satisfy all of these requirements if it believes the service of the nominee is in the best interests of the Company and its shareholders.

The committee has written procedures for identifying and evaluating candidates for election to the Board. The material elements of that process are as follows:

Nomination of Directors by Shareholders

The Nominating and Corporate Governance Committee will evaluate candidates proposed by shareholders for nomination as directors under criteria similar to the evaluation of other candidates. Our bylaws provide that shareholders seeking to nominate candidates for election as directors at an annual meeting of shareholders must provide timely notice in writing. To be timely, a shareholder’s notice must be delivered to or mailed and received at our principal executive offices not more than 120 days or less than 90 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. However, in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice must be received not later than the close of business on the 10th day following the date on which notice of the date of the annual meeting was mailed to shareholders or made public, whichever occurs first. Our bylaws specify requirements as to the form and content of a shareholder’s notice. These provisions may preclude shareholders from making nominations for directors at an annual meeting of shareholders.

The Nominating and Corporate Governance Committee has established a written policy that it will consider recommendations for the nomination of a candidate submitted by holders of the Company’s shares entitled to vote generally in the election of directors. The material elements of that policy include the following:

The committee may, in its discretion, also consider the extent to which the shareholder making the nominating recommendation intends to maintain its ownership interest in the Company; to the extent such information is available to the committee. The committee may elect not to consider recommendations of nominees who do not satisfy the criteria described above, including that a director must represent the interests of all shareholders and not serve for the purpose of favoring or advancing the interests of any particular shareholder group or other constituency. Absent special or unusual circumstances, only those recommendations whose submission complies with the procedural requirements adopted by the committee will be considered by the committee.

Any shareholder wishing to submit a candidate for consideration should send the following information to the corporate secretary,Corporate Secretary, Stereotaxis, Inc., 4320 Forest Park Avenue,710 North Tucker Boulevard, Suite 100,110, St. Louis, Missouri 63108:63101.

Our corporate secretaryCorporate Secretary will promptly forward such materials to the chair of our Nominating and Corporate Governance Committee and our chairman of the Board. Our corporate secretaryCorporate Secretary will also maintain copies of such materials for future reference by the committee when filling Board positions. Shareholders may submit potential director candidates at any time pursuant to these procedures.

Shareholder Communications Policy

Any shareholder wishing to send communications to our Board should send the written communication and the following information to our Corporate Secretary, Stereotaxis, Inc., 4320 Forest Park Avenue,710 North Tucker Boulevard, Suite 100,110, St. Louis, Missouri 63108:63101:

The corporate secretaryCorporate Secretary will forward the information to the chairman of the Board, if addressed to the full Board, or to the specific director to which the communication is addressed.

Code of Conduct

Our Board has adopted a Code of Conduct that applies to all of our directors, officers, and employees. Shareholders may download a free copy of our Code of Conduct from our website (www.stereotaxis.com) or by written request to our Chief Compliance Officer as follows:

Matthew Stepanek, Sr. Director, Regulatory Affairs

Stereotaxis, Inc.

4320 Forest Park Avenue,710 North Tucker Boulevard, Suite 100110

St. Louis, Missouri 6310863101

We intend to promptly disclose any amendments to, or waivers from, any provision of the Code of Conduct by posting the relevant material on our website (www.stereotaxis.com) in accordance with SEC rules.

BOARD MEETINGS AND COMMITTEES

Board Meetings

During fiscal year 2020,2023, the Board of Directors held five meetings and acted one time by unanimous written consent.5 meetings. During fiscal year 20202023 all incumbent directors except Mr. Kiani, attended 75% or more100% of the aggregate meetings of the Board and the Board committees on which they served during the period they held office. Due to his schedule, Mr. Kiani attended less than 75% or more of the Board’s meetings. Directors are encouraged, but not required, to attend our Annual Meeting of Shareholders. Mr. David Benfer, Mr. David Fischel and Mr. Robert Messey did attendattended our 20202023 Annual Meeting of Shareholders.

Board Committee Membership

The Board has established three standing committees. Presently, the standing committees are: Audit, Compensation, and Nominating and Corporate Governance. Committee membership as of the end of fiscal year 20202023 was as follows:

Effective February 2021, Mr. Benfer joined the Compensation Committee.

The Board has adopted a written charter for each of the committees. The charters of our Audit, Compensation, and Nominating and Corporate Governance Committees, and our Code of Conduct are published on our website at www.stereotaxis.com, Investors, Board & Management.Management, Governance. These materials are available in print to any shareholder upon request. From time to time, the Board and the committees review and update these documents, as they deem necessary and appropriate.

As noted previously, the Board has determined not to renominate Mr. Messey for re-election to the Board at the 2024 Annual Meeting. The Board anticipates appointing Dr. Arun Menawat as a member of the Audit Committee prior to the 2024 Annual Meeting. The Board anticipates a determination that Dr. Arun Menawat is independent under the listing standards of the NYSE American and the enhanced independence standards for audit committee members set forth in SEC rules under the Securities Exchange Act of 1934, and is financially sophisticated.

Audit Committee

The Board has determined that each member of the Audit Committee is independent under the listing standards of the NYSE American and the enhanced independence standards for audit committee members set forth in SEC rules under the Securities Exchange Act of 1934. Further, our Board has determined that each member of the Audit Committee is financially sophisticated andsophisticated. At all times since his service on the Board since May 2005, the Board had determined that Mr. Messey who currently serves as the chair of the Audit Committee, qualifies as an Audit Committee Financial Expert“audit committee financial expert” under SEC rules and regulations. Prior to the Annual Meeting, the Board plans to determine whether Mr. Levin also qualifies as an audit committee financial expert under SEC rules and regulations based upon his extensive financial and accounting experience. The Audit Committee assists our Board in its oversight of:

The Audit Committee has direct responsibility for the appointment, compensation, retention, and oversight of our independent registered public accountants. In addition, the Audit Committee must approve in advance:

During fiscal year 2020,2023, the Audit Committee met fivefour times and acted one timetwo times by unanimous written consent.

Compensation Committee

Our Board has determined that each director serving on the Compensation Committee during 20202023 was independent under the listing standards of the NYSE American, and that each qualified as an “outside director” under Section 162(m) of the Internal Revenue Code of 1986 and as a “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934. The functions of the Compensation Committee include:

The Compensation Committee has authority to retain compensation consultants to furnish advice or assistance to the committee within the scope of its duties. The committee has direct responsibility for the appointment, retention, and compensation of the compensation consultants as well as the oversight of the work of the consultants. In selecting any compensation consultant, the committee considers the factors relevant to the consultant’s independence from management in accordance with the listing standards of the NYSE American.

During fiscal year 2020,2023, the Compensation Committee met one time and acted three times by unanimous written consent.time.

Nominating and Corporate Governance Committee

Our Board has determined that each director serving on the Nominating and Corporate Governance Committee during 20202023 was independent under the listing standards of the NYSE American. The Nominating and Corporate Governance Committee assists the Board in:

The Nominating and Corporate Governance Committee is also responsible for developing and recommending to the Board a set of corporate governance guidelines and principles. During fiscal year 2020,2023, the Nominating and Corporate Governance Committee met one time.

DIRECTOR COMPENSATION

Director Compensation Policy

In February 2017,Under the Compensation Committee adopted a newJuly 2021 Non-Employee Director compensation program, for our non-employee directors effective for the 2017 fiscal year. Eacheach director now receives an annual award of 60,000 restricted share units.units (RSUs) equal to $200,000 annually, payable in two-equal semi-annual installments valued at $100,000, each with the number of RSUs issued at each semi-annual installment calculated by dividing (a) the total semi-annual grant value of $100,000 by (b) the adjusted closing per share on the accounting grant date for each semi-annual period. The annual equity awards are made in two equal installments on the first business day of January and the first business day of July in each calendar year, paid in arrears (the first installment is compensation for the six months ending December 31st, and the second installment is compensation for the six months ending June 30th) and pro-rated if applicable (in the event a new director is nominated and elected).

Each director has the option to choose one of two vesting schedules prior to the commencement of the year. Each director may elect either for: (1) the restricted share units to vest immediately with the first option as of the date of the award; or (2) the restricted share units to vest on the earliest to occur of (i) the fifth anniversary of the date of the award, (ii) the date on which the service of the director on the Board of Directors terminates, or (iii) a “change of control” of the Company, as defined in the award agreement.

We reimburse our directors for reasonable out-of-pocket expenses incurred in connection with attendance and participation in Board and committee meetings (including costs of travel, food and lodging). Reimbursements for any non-employee director did not exceed the $10,000 threshold in fiscal 20202023 and thus are not included in the table below for director compensation.

Compensation of Directors

The following table discloses compensation to our non-employee directors for their services during 2020:2023:

PROPOSAL 1: ELECTION OF DIRECTORS

Under the Company’s bylaws, the number of directors of the Company may be fixed or changed from time to time by resolution of a majority of the Board of Directors, provided the number shall be no less than three and no more than fifteen. Currently, the Board has set the number of directors of the Company at nine. The directors are divided into three classes: Class I, Class II and Class III, each class to be as nearly equal in number as possible. The directors in each class are elected for a term of three years. Currently, there is one vacancy in Class I and one vacancy in Class III.

Shareholders are being asked to elect two (2) Directors, Mr. Messey and Mr. David Fischel as Class II directors, to serve until the 2024 Annual Meeting and until their respective successors are duly elected and qualified.

Mr. Kiani, a Class II director since 2016, is not standing for re-election as the 2021 Annual Meeting. At the February meeting of the Nominating and Corporate Governance Committee, Mr. Kiani described how his current commitments and management responsibilities as CEO of a public company leave limited time available for board responsibilities. The Committee and Mr. Kiani came to a mutual decision that it was in his best interests and the best interests of the Company that he not be re-nominated. He and the Committee members expressed the desire that he continue supporting the Company in an unofficial capacity.

After giving effect to Mr. Kiani’s retirement, following the 2021 Annual Meeting there will be one vacancy in Class I, one vacancy in Class II, and one vacancy in Class III.

The Board does not contemplate that any of the nominees will be unable to stand for election, but should any nominee become unable to serve or for good cause will not serve; all proxies (except proxies marked to the contrary) will be voted for the election of a substitute nominee recommended by our Board.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NAMED NOMINEES AS DIRECTORS.

EXECUTIVE COMPENSATION

The following discussion and analysis of the compensation arrangements of our Named Executive Officers for 20202023 is intended to provide additional context about our compensation philosophy and our Board’s compensation-related decisions in 2020.2023. It should be read together with the compensation tables and related disclosures set forth below.

This discussion contains forward-looking statements that are based on our current considerations, expectations, and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation programs that we adopt may differ materially from current or planned programs as summarized in this discussion.

The following discussion and analysis relate to the compensation arrangements for 20202023 of (i) our principal executive officer and (ii) our principal financial officer, who are the two officers included in our Summary Compensation Table (our “Named Executive Officers”).

Executive Compensation Summary and Analysis

The Compensation Committee is tasked with discharging the Board of Directors’ responsibilities related to oversight of the compensation of our directors and officers and ensuring that our executive compensation program meets our corporate objectives. The following is a summary and analysis of the executive compensation policies, programs and practices developed by the Compensation Committee, and a description of the compensation of our Named Executive Officers.

Compensation Philosophy

The objective of our compensation program is to attract, retain and motivate highly qualified executive officers while aligning the interests of these executives with those of shareholders. When designing compensation packages to achieve this objective, the committee is guided by the following principles:

We believe that adhering to these principles will create a total compensation program that supports our aim to deliver long-term shareholder value through business performance. In addition to the above principles, the Compensation Committee exercises its judgment in setting pay levels with respect to individual competencies and experience and the internal compensation equity among Named Executive Officers.

Role and Independence of the Consultant

From time-to-time, when deemed necessary, the Compensation Committee engages the services of an independent compensation consultant to provide the committee with market data and analysis, advice on incentive design practices, and an external perspective on pay trends and legal and regulatory developments. In 2021, the committee retained Compensia Inc., aNo compensation advisory firm (“Compensia”), to review CEO equity compensation and implemented a performance-based stock unit grant to our CEO. See Proposal 4 “CEO PERFORMANCE SHARE UNIT AWARD” for additional details. Compensia reported directlyconsultant provided services to the Compensation Committee and did not provide any other services to us. Previously, in 2016, the committee retained Radford, an Aon Hewitt Company (“Radford”), as its independent compensation consultant. Radford has not provided any services to the Company since. The committee considers both Compensia and Radford to be fully independent and that their work has not raised any conflict of interest.during fiscal 2023.

Role of Executive Officers in Compensation Decisions

For executive officers other than our CEO, the Compensation Committee has historically sought and considered input from our CEO regarding such executive officers’ responsibilities, performance, and compensation. Specifically, our CEO recommends base salary increases bonuses, and equity award levels that are used throughout our compensation plans and advises the Compensation Committee regarding the compensation program’s ability to attract, retain and motivate executive talent. These recommendations reflect compensation levels that our CEO believes are qualitatively commensurate with an executive officer’s individual qualifications, experience, responsibility level, functional role, knowledge, skills, and individual performance, as well as the Company’s performance. Our Compensation Committee considers our CEO’s recommendations but may adjust up or down as it determines in its discretion and approves the specific compensation for all the executive officers. All such compensation determinations by our Compensation Committee are largely discretionary.

Our CEO abstains from voting in sessions of the Board of Directors where the Board of Directors acts on the Compensation Committee’s recommendations regarding his compensation.

Executive Compensation Program

The elements of the compensation program for officers are base salary, equity-based long-term incentive, and benefits.

The elements of the compensation package for our CEO are heavily weighted toward his long-term incentive award made pursuant to the Company’s 2021 CEO Performance Share Unit Award Plan, which was approved by shareholders at our 2021 Annual Meeting (see “2023 Executive Compensation—Long-Term Incentive Compensation” below). We also compensate Mr. Fischel with a very modest base salary. We believe a typical compensation arrangement for a similarly situated public company in the medical device industry would provide Mr. Fischel with a six-figure annual salary and a similar six-figure annual cash-bonus, as well as significant annual stock grants that could have value irrespective of stock price appreciation, and a separation agreement providing a year of salary continuation or other typical termination benefits. Under his employment agreement, Mr. Fischel only receives an annual salary of $60,000. The Company does not intend to pay cash or equity bonuses during his employment, and he is not entitled to any such amounts under his employment agreement. Mr. Fischel’s employment agreement is an “at-will” agreement and does not provide for any salary continuation. While Mr. Fischel could realize substantial value from the 2021 CEO Performance Share Unit Award Plan, he will only do so if the Company and its shareholders benefit. Further, as the majority of Mr. Fischel’s compensation is non-cash based, the Company will be able to allocate its cash resources to further strategic initiatives that improve the underlying value of the Company.

Officers other than the CEO are base salary,also eligible for an annual incentive, equity-based long-term incentive, and benefits.cash incentive. The committee has historically set targeted total compensation at the median of the competitive market. The committee may adjust targeted total compensation, or the mix of total compensation based on other considerations such as business performance, company size and stock dilution. In addition, incentive programs are intended to be designed such that total compensation realized by executives is consistent with performance achievement. The objective of the Company’s long-term incentive program is to directly align compensation outcomes with returns received by shareholders, build equity ownership within the management team, and motivate the sustainable financial performance that supports stock price growth. Long-term incentive awards to the CEO are made pursuant to the Company’s 2021 CEO Performance Share Unit Award Plan. Long-term incentive awards to officers other than the CEO are made pursuant to the Company’s 2022 Stock Incentive Plan, which permits grants of cash awards, stock options, stock appreciation rights and stock awards. Throughout the year, the committee may also approve awards in connection with employee promotions, employee retention, an individual newly hired to the Company, or for purposes otherwise deemed to be in the best interest of the Company. The timing of these equity award grants is not based on the timing of the release of material, non-public information, nor is such information released for the purpose of affecting the value of executive compensation.

Historically, the design of the annual cash incentive plan available for officers other than the CEO was intended to be primarily objective and formulaic. Each year, the committee established annual performance metrics relating to financial performance and strategic initiatives and annual incentive opportunities for management employees, including the Named Executive Officers. The annual incentive opportunities were determined as a percentage of the individual’s base salary. In addition, the committee retained discretion to adjust annual incentive awards, taking into account non-formulaic considerations such as the context in which certain performance achievement occurred, the unique experience an individual brings to a role, and other factors the committee deemed relevant.

The In recent years, the committee has decided not to establish a plan based on objective, offormulaic performance goals and metrics for the Company’s long-term incentive program is to directly align compensation outcomes with returns received by shareholders, build equity ownership within the management team,Company and motivate the sustainable financial performanceinstead determined that supports stock price growth. Long-termannual incentive awards are made pursuant to management, including the Company’s 2012 Stock Incentive Plan, which permits grants of cash awards, stock options, stock appreciation rights and stock awards. ThroughoutNamed Executive Officers other than the year, the committee may also approve awards in connection with employee promotions, employee retention, an individual newly hired to the Company, or for purposes otherwise deemed toCEO, would be in the best interest of the Company. The timing of these equity award grants is not based on the timing of the release of material, non-public information, nor is such information released for the purpose of affecting the value of executive compensation.discretionary.

The typical pay review process occurs at the beginning of the fiscal year at which time the Compensation Committee reviews and approves executive compensation, including adjustments in base salaries, annual incentive awards and equity awards, and, if appropriate, establishes performance goals and target incentive opportunities for the annual incentive plan for the following fiscal year. During the review process, the committee considers a number of factors, including competitive market data, input received from the Company’s management, an assessment of individual performance and the operating performance of the Company.

20202023 Executive Compensation

Annual Base Salary. The Compensation Committee decided to make no changes to the annual base salary during 20202023 for the Named Executive Officers, which remained at $60,000 per year for Mr. Fischel, our Chief Executive Officer, and $223,000 for Ms. Peery, which remained at $220,000 per year. Ms. Kimberly R. Peery was appointedour Chief Financial Officer effective October 1, 2019. Effective December 1, 2020, Mr. David Fischel receives an annual base salary of $60,000. Prior to that date, Mr. Fischel did not receive a base salary.Officer.

Annual Incentive Plan. The committee decided not to establish a 20202023 annual incentive plan based on objective, formulaic performance goals and metrics for the Company or the Named Executive Officers, and instead determined that annual incentive awards to management, including the Named Executive Officers, for the 20202023 fiscal year would be discretionary.

Long-Term Incentive Compensation. In March 2020,2023, a grant of service-vested Incentive Stock Options, vesting 25% on the first anniversary and 2.083% per month thereafter through the fourth anniversary, was made to Ms. Peery with the intention of emphasizing retention and the criticality of shareholder alignment during this key phase in the Company’s life-cycle. In February 2021, the Board, upon recommendation of the Compensation Committee and subject to shareholder approval, approved a grant of performance based restricted stock units to Mr. Fischel, with vesting contingent on achievement of minimum service requirements and market-based milestones. Shareholders subsequently approved the award in May 2021. As of December 31, 2023, none of the performance milestones established by the 2021 CEO Incentive Program have been achieved and no awards have been earned. The full award document can be found in Exhibit 10.5 to our 2023 Form 10-K filed with the SEC on March 8, 2024.

RecoupmentClawback Policies

In 2023, our Board adopted the Stereotaxis Incentive Compensation Recovery Policy (the “Dodd-Frank Clawback Policy”) to comply with final rules required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the SEC, and the applicable NYSE American listing standards. The Dodd-Frank Clawback Policy provides for the mandatory recoupment of erroneously awarded incentive-based compensation in the event of an accounting restatement. In such an event, the Company would seek to recover the amount of erroneously awarded incentive-based compensation paid to applicable covered executives that was in excess of the amount that would have been awarded based on the restated financial results, subject to and in accordance with the terms of the policy and applicable law.

The Compensation Committee has also adopted, separate from and in addition to the Dodd-Frank Clawback Policy, a recoupment policy applicable to incentive compensation based on financial results, including the annual bonus and equity-based compensation, to our Named Executive Officers and other executives. If we are required to file a restatement of financial results due to fraud, gross negligence or willful misconduct, then our independent directors may take action to recoup any portion of the incentive compensation awarded to the executives that exceeded the amount that would have been awarded based on the restated financial results during the three fiscal years prior to the filing of the restated financial results.

Other Benefits

Compensation Risk Assessment

The Compensation Committee has considered potential risks arising out of our compensation programs and does not believe our compensation programs encourage excessive or inappropriate risk taking by our employees. The Compensation Committee believes that our compensation packages, which are structured to balance fixed and variable compensation and include both annual and long-term incentives, mitigates againstmitigate unnecessary or excessive risk taking.

Summary Compensation Table

The following table summarizes the total compensation paid to the following Named Executive Officers for fiscal years 20192022 and 2020.2023. For more information about the components of the total compensation, refer to the “Executive Compensation Summary and Analysis” section of this proxy statement.

Outstanding Equity Awards at Fiscal Year-End

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.

Securities Authorized for Issuance under Equity Compensation Plans

The following table discloses information as of December 31, 2020,2023, regarding securities to be issued upon the exercise of outstanding options, warrants and rights under equity compensation plans.

Potential Payments Upon Termination or Change of Control

The award agreements under our 2002 Stock Incentive Plan, and 2012 Stock Incentive Plan, 2022 Stock Incentive Plan, and the 2021 CEO Performance Share Unit Award Plan (collectively, the “Plans”) provide for the acceleration of certain equity awards in the event of termination of the employee’s employment due to a change of control of the Company. The provisions under the award agreements are generally applicable to awards granted to all participants in the Plan, including the Named Executive Officers. We have described those provisions generally below. Additionally, under thecertain stock incentive plans, in the event of a change of control of the Company, the Compensation Committee has the discretion to provide for termination of awards in exchange for cash payments or the issuance of substitute awards. Benefits or payments under other plans and arrangements that are generally available to the Company’s employees on similar terms are not described.

Provisions of awards under the Stock Incentive Plans

The awards do not generally accelerate in connection with the retirement, resignation, or other termination of employment (i.e., voluntary termination, termination for cause or involuntary termination) of any of the participants. In addition, none of the equity awards under the 2002 Stock Incentive Plan, 2012 Stock Incentive Plan, or 20122022 Stock Incentive Plan accelerate in the event of termination by death or disability. SARs and options could be exercised for specified periods following retirement, death, or disability.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of March 22, 202118, 2024, by:

There were 74,080,47982,128,762 shares of common stock 22,408and 21,908 shares of Series A Convertible Preferred Stock and 5,610,121 shares of Series B Convertible Preferred Stock outstanding as of March 22, 2021.18, 2024. Each share of our Series A Convertible Preferred Stock is convertible into 1,9522,228 shares of our common stock (or an aggregate 22,094,988 of 14,680,243 and shares) and each share of our Series B Convertible Preferred Stock is convertible into one (1) share of our common stock, in each case, subject to specified beneficial ownership limitations. Unless otherwise indicated, the table below includes the number of shares underlying options stock appreciation rights and warrants that are currently exercisable or exercisable within 60 days after March 22, 2021,18, 2024, the number of shares that may be issuable upon vesting of restricted share units within 60 days after March 22, 2021,18, 2024, and the number of shares of common stock into which the shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock are convertible within 60 days after March 22, 2021,18, 2024, in each case subject to the beneficial ownership limitations described in the footnotes below. Such shares are considered outstanding and beneficially owned by the person holding the options, stock appreciation rights, warrants, restricted share units, or shares of Series A Convertible Preferred Stock for the purposes of computing beneficial ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, where applicable, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name. Except as otherwise indicated, the address of each of the persons in this table is as follows: c/o Stereotaxis, Inc., 4320 Forest Park Avenue,710 North Tucker Boulevard, Suite 100,110, St. Louis, Missouri 63108.63101.

REPORT OF AUDIT COMMITTEE

Currently, three non-employee directors serve on the Audit Committee. Each is independent as defined by Section 803 of the NYSE American Company Guide and Rule 10-A-3(b)(1) of the Securities Exchange Act of 1934. The Board has adopted a written charter for the Audit Committee, which is posted on our website at www.stereotaxis.com, Investors, Governance.

The Audit Committee assists the Board in providing oversight of our accounting and financial reporting process. Management has the primary responsibility for the financial statements and the reporting process, including our systems of internal control. Our independent registered public accountants are responsible for performing an independent audit of our financial statements in accordance with auditing standards generally accepted in the United States and expressing an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles. The audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances. In addition, the Company engages another accounting firm for assistance with internal audit services and their analysis is provided to the Committee.

The Audit Committee reviews with management the Company’s major financial risk exposures and the steps management has taken to monitor, mitigate, and control such exposures. Management has the responsibility for the implementation of these activities. In fulfilling its oversight responsibilities, the committee reviewed and discussed the audited financial statements to be included in the Annual Report on Form 10-K for the year ended December 31, 20202023, with management, including a discussion of the quality and the acceptability of our financial reporting practices and the internal controls over financial reporting.

Our independent registered public accountants did not provide any non-audit services to us during 2020.

The Audit Committee also discussed with the Company’s internal audit service provider and the independent registered public accounting firm in advance the overall scope and plans for their respective audits. The committee meets regularly with the internal audit service provider and the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202023, for filing with the SEC. Submitted by the Audit Committee of the Board of Directors,Directors:

The report of the Audit Committee will not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement or portions thereof into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate by reference the Audit Committee report and will not otherwise be deemed filed under such Acts.

PROPOSAL 1: ELECTION OF DIRECTORS

Under the Company’s bylaws, the number of directors of the Company may be fixed or changed from time to time by resolution of a majority of the Board of Directors, provided the number shall be no less than three and no more than fifteen. Currently, the Board has set the number of directors of the Company at nine. The directors are divided into three classes: Class I, Class II and Class III, each class to be as nearly equal in number as possible. The directors in each class are elected for a term of three years. Currently, there is one vacancy in Class II and one vacancy in Class III.

Shareholders are being asked to elect one (1) Director, Mr. David Fischel as Class II director, to serve until the 2027 Annual Meeting and until his successor is duly elected and qualified. As noted above, Mr. Messey has requested not to be renominated for election to the Board, the Board has determined not to renominate Mr. Messey, and his term will conclude at the 2024 Annual Meeting. As a result, there will be a second vacancy in Class II as of the 2024 Annual Meeting, which the Board intends to fill by appointment in the coming months. No candidate has been identified. If a candidate is not identified and appointed reasonably promptly, the directors intend to adjust the membership of the director classes so that the six remaining directors are divided into three classes with two members each.

The Board does not contemplate that the nominee will be unable to stand for election, but should the nominee become unable to serve or for good cause will not serve, all proxies (except proxies marked to the contrary) will be voted for the election of a substitute nominee recommended by our Board.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NAMED NOMINEE AS DIRECTOR.

PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Our Audit Committee, pursuant to its charter, has appointed Ernst & Young LLP as the Company’s independent registered public accountants to examine the financial statements of the Company for our 20212024 fiscal year.

While the Audit Committee is responsible for the appointment, compensation, retention, termination and oversight of the independent registered public accounting firm, the Audit Committee and our Board are requesting, as a matter of policy, that the shareholders ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for 2021.2024. The Audit Committee is not required to take any action as a result of the outcome of the vote on this proposal. However, if the shareholders do not ratify the appointment, the Audit Committee may investigate the reasons for shareholder rejection and may consider whether to retain Ernst & Young LLP or to appoint another firm. Furthermore, even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders.

The affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of Ernst & Young LLP.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021.2024.

PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE 2012STEREOTAXIS, INc. 2022 STOCK INCENTIVE PLAN

Our 2012 Stock Incentive Plan (“Plan”) was adopted by the Compensation Committee of our Board of Directors and approved by our shareholders in 2012. In April 2013, the committee approved an amendment to the Plan to increase the shares authorized for issuance thereunder by 1,000,000 shares, which was approved by our shareholders in June 2013. In March 2014, the committee approved a further amendment to the Plan to increase the shares authorized for issuance under the Plan by 1,000,000 shares, which was approved by our shareholders in June 2014. In February 2016, the committee approved a further amendment to the Plan to increase the shares authorized for issuance under the Plan by 1,500,000 shares, which was approved by our shareholders in May 2016. In February 2017, the committee approved a further amendment to the Plan to increase the shares authorized for issuance under the Plan by 4,000,000 shares, which was approved by our shareholders in May 2017.

Our Board of Directors believes that long-term incentive compensation programs align the interests of management, employees and the shareholders to create long-term shareholder value. The Board believes that plans such as the Plan increase our ability to achieve this objective by allowing for several different forms of long-term incentive awards, which the Board believes will help us recruit, reward, motivate and retain talented personnel.

In February 2022, our Compensation Committee and our Board of Directors adopted and revised the Stereotaxis, Inc. 2022 Stock Incentive Plan (“2022 Stock Incentive Plan” or the “Plan”), which was approved by our shareholders in May 2022. As of December 31, 2020,2023, a total of 8,290,0004,107,114 shares of common stock have been authorized for issuance under the Plan. As of December 31, 2020,2023, awards of approximately 3,569,4525,152,246 shares of common stock were issued and outstanding under both the former 2012 Stock Incentive Plan and the 2022 Stock Incentive Plan, and approximately 2,054,9412,690,393 shares of common stock would be available for future awards under the Plan.

In February 2021, the Compensation Committee of2024, our Board of Directors approved a proposal to further amend the 20122022 Stock Incentive Plan to increase the shares authorized for issuance thereunder by 4,000,000 shares. The plan was last amended in May 2017 when our shareholders approved an amendment to increase the shares authorized for issuance under the Plan by 4,000,000 shares. Similar to that amendment, weWe expect that the current amendment would provide sufficient shares to allow several years of awards to our employees and directors. These shares are not intended to be used to satisfy shares awarded under the 2021 CEO Performance Share Unit Award described in proposal #4. If the increase is approved approximately 6,054,941 shares of common stock will be available for future awards under the Plan.

We are seeking shareholder approval of this amendment to the 20122022 Stock Incentive Plan.

Set forth below is a summary of the material provisions of the 20122022 Stock Incentive Plan, including the number of authorized shares requested for approval and material features in the Plan. The summary of the provisions below is qualified in its entirety by the full text of the 2012 Stock Incentive Plan. A2022 Plan, a copy of the 2012 Stock Incentive Planwhich is included as amended and restated by the proposed amendment is attached toAppendix A in this proxy statement as Appendix A.statement.

Vote Required and Recommendation

The affirmative vote of a majority of the shares present in person or by proxy will be required to approve the amendment of the 2012 Stock Incentive Plan. Abstentions and “broker non-votes” will not be counted as having been voted on the proposal, and therefore, will have the same effect as negative votes.

The Board of Directors and our executive officers have an interest in this proposal as they may receive awards under the 2012 Stock Incentive Plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE AMENDMENT TO INCREASE THE SHARES AUTHORIZED UNDER THE 2012 STOCK INCENTIVE PLAN BY 4,000,000 SHARES.

Description of Material Provisions of the 2012 Stock Incentive2022 Plan

Term of the Plan

The Plan will terminate ten years after the date on which the Board approved the Plan and no awards will be granted after the expiration of such ten-year period.

Eligible Participant

Any director or employee of the Company, or its subsidiaries, as well as any individual providing services to the Company may be selected to receive an award.

Administration

The Plan is administered by the Board of Directors through a committee appointed by the Board. The Compensation Committee administers the Plan. Every member of the Compensation Committee is (i) a “Non-Employee Director” within the meaning of Rule 16b-3 of the Exchange Act, and (ii) an “Independent Director” for purposes of the rules and regulations of the NYSE American Capital Market.

The committee has full power to determine persons eligible to participate in the Plan, to interpret the Plan, to adopt the rules, regulations and guidelines necessary or proper to carry out the Plan and to determine the type and terms of any awards to be granted. The specific terms, conditions, performance requirements, limitations and restrictions of any award will be set forth in an award agreement, entered into between the Company and a participant.

Authorized Shares

Currently, the number of shares of stock authorized for issuance under the 20122022 Stock Incentive Plan is up to eightfour million twoone hundred ninetyseven thousand (8,290,000)one hundred fourteen (4,107,114). We are seeking shareholder approval for an increase of 4,000,000 shares, or 8,107,114 in the aggregate to be authorized for issuance. As noted above, certain of the shares currently authorized for issuance are subject to outstanding awards.

Types of Awards

An award under the Plan may be a stock option, either qualified or nonqualified, a stock appreciation right, a performance share, restricted stock or other cash-based or stock-based awards.

Stock Options. The Compensation Committee is able to grant nonqualified stock options and incentive stock options under the 20122022 Stock Incentive Plan. The exercise price of an incentive stock option may not be less than 100% of the fair market value of the common stock on the date the option is granted (110% in the case of a 10% shareholder), and the exercise price of a nonqualified option must be determined by the committee but may not be less than 100% of the fair market value of the common stock on the date the option is granted. As our common stock is listed on the NYSE American Capital Market, the fair market value is the per share closing sale price for the common stock (or the average of the closing bid and asked prices if no sales were reported that day) on the date the option is granted.

Stock Appreciation Rights. The Compensation Committee may grant stock appreciation rights under the Plan. Stock appreciation rights are the rights to receive the appreciation in fair market value of common stock between the exercise date and the date of grant. We can pay the appreciation in either cash, shares of our common stock, or a combination thereof. Stock appreciation rights will become exercisable at the times and on the terms established by the committee, subject to the terms of the 20122022 Stock Incentive Plan.

Performance Shares. A performance share award is an award denominated in units of stock, which will provide for payment of stock if performance goals are achieved over specified performance periods. Once the performance share award vests, the participant will be entitled to payout of the value of the award in shares of common stock.

Restricted Stock. Restricted stock is an award of common stock granted subject to restrictions on transfer and vesting as determined by the Compensation Committee. The committee will have complete discretion to determine (i) the number of shares subject to a restricted stock award granted to any participant and (ii) the conditions for grant or for vesting that must be satisfied, which typically will be based principally or solely on continued service to us but may include a performance-based component. Shares of common stock granted under any restricted stock award may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until all applicable restrictions are removed or have expired.

Other Stock-Based Award and Cash-Based Award. The Plan provides that awards of common stock, including fully vested stock grants, or other awards valued in whole or in part by reference to the fair market value of common stock may also be made under the Plan in the form of other stock-based awards.

Share Counting Rules

Any shares of stock tendered by a participant as full or partial payment to the Company to satisfy a purchase price of an award, any shares subject to an award under the Plan which are withheld to satisfy an applicable tax withholding, or any shares covered by a stock appreciation right which is settled for a lesser number of shares will not become available for issuance under the Plan. However, any awards, which by their terms may only be settled in cash, do not reduce the number of shares available for issuance.

Term of Stock Options and Stock Appreciation Rights

A maximum term of 10 years from the date of grant is set for all stock options and stock appreciation rights.

Vesting Limitations

Each stock option and stock appreciation right will have a minimum vesting period of three years from the date of grant, provided that such vesting may occur incrementally over the three years.

Change of Control

Change of control means the purchase or acquisition, by any person or group, of beneficial ownership of 35% or more of the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities entitled to vote in an election of directors.

The Compensation Committee may provide, in its sole discretion, for the termination of an award upon consummation of a change of control in exchange for a cash amount and/or issuance of a substitute award to substantially preserve the terms of any awards previously granted under the Plan. Any change must be in a manner consistent with Internal Revenue Code Section 409A.

Restrictions on Transferability

Awards granted under the Plan are generally not transferable by the participant except by law, will or the laws of descent and distribution, or by permission of the Compensation Committee.

Amendment of Award Agreements

The Compensation Committee is specifically prohibited from amending the terms of outstanding award agreements without the approval of Company shareholders if such amendments would either reduce the exercise price of outstanding stock options or stock appreciation rights, or cancel an outstanding stock option or stock appreciation right in exchange for cash, another award, or another stock option or stock appreciation right that has an exercise price less than that of the original stock option or stock appreciation right.

Dividends or Dividend Equivalents

No dividends or dividend equivalents will be paid with respect to outstanding stock-based awards that are intended to be performance-based awards, as that term is defined in the Plan, nor will dividends or dividend equivalents be paid on any outstanding stock options or stock appreciation rights.

Anti-dilution

In the event of any change in outstanding stock of the Company by reason of stock split, stock dividend, combination or reclassification of shares, or similar events, the Compensation Committee will make adjustments to numbers of shares available for issuance under the Plan and covered by outstanding awards, the exercise and grant prices relating to outstanding awards, or such other equitable adjustments as it deems appropriate.

Non-Employee Director Grants

It is the intent of the Company to provide equity grants to our non-employee directors through the 20122022 Stock Incentive Plan as opposed to being provided through a separately administered plan.

Federal Income Tax Aspects

The following paragraphs are a summary of the general federal income tax consequences to U.S. taxpayers and the Company of awards granted under the Plan. Tax consequences for any particular individual may be different.

Nonqualified Stock Options. No taxable income is realized when a nonqualified stock option with an exercise price equal to the fair market value of the underlying stock on the date of grant is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount by which the fair market value of the shares purchased on the date of exercise, exceeds the exercise price paid for such share. Any taxable income recognized in connection with an option exercise by an employee of the Company is subject to tax withholding by the Company. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Incentive Stock Options. No taxable income is realized when an incentive stock option is granted or exercised (except for purposes of the alternative minimum tax, in which case the differential between the fair market value on the date of grant and the exercise price is an alternative minimum tax preference item). If a participant exercises the option and then later sells or otherwise disposes of the shares acquired pursuant to an incentive stock option more than two years after the grant date and more than one year after the exercise date, the difference between the sale price and the exercise price will be taxed as capital gain or loss. If the participant exercises the option and then later sells or otherwise disposes of the shares before the end of the two or one-year holding periods described above, he or she generally will realize ordinary income at the time of the disposition equal to the fair market value of the shares on the exercise date (or the sale price, if less) minus the exercise price of the option.

Stock Appreciation Rights. No taxable income is realized when a stock appreciation right with an exercise price equal to the fair market value of the underlying stock on the date of grant is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the amount of excess, if any, of the fair market value of the stock on the date of exercise over the fair market value of the stock on the date of grant. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Restricted Stock. Unless a timely 83(b) election is made, as described in the following paragraph, a participant generally will not realize taxable income at the time an award of restricted stock is granted. Instead, he or she will recognize ordinary income in the first taxable year in which his or her interest in the shares underlying the award becomes either (i) freely transferable, or (ii) no longer subject to substantial risk of forfeiture. The amount of ordinary income recognized will be equal to the difference between the fair market value of the shares at the time any restrictions on transferability lapse and the original purchase price paid for the shares, if any.

A participant may elect, pursuant to Section 83(b) of the Internal Revenue Code, to recognize ordinary income at the time he or she is granted the award in an amount equal to the fair market value of the shares underlying the award (less the purchase price paid for the shares, if any) on the date the award is granted, notwithstanding that the restricted stock would otherwise not be includible in gross income at that time. Any change in the value of the shares after the date of grant would be taxed as a capital gain or loss if and when the shares are disposed of by the participant. If the section 83(b) election is made, the participant’s holding period for capital gains begins on the date of grant.

Performance Shares. A participant generally will not recognize taxable income upon the granting of an award of performance shares. Instead, he or she will recognize ordinary income in the first taxable year in which his or her interest in the shares underlying the award becomes either (i) freely transferable, or (ii) no longer subject to substantial risk of forfeiture. The amount of ordinary income recognized will be equal to the difference between the fair market value of the shares at the time any restrictions on transferability lapse and the original purchase price paid for the shares, if any. Upon selling shares of stock received in payment under a performance share, the participant will recognize a capital gain or loss in an amount equal to the difference between the sale price of the share and the participant’s tax basis in the share.

Other Stock-Based Awards. A participant will generally recognize ordinary taxable income upon granting of a stock-based award that is not subject to vesting or performance achievement criteria. Any change in the value of the shares after the date of grant would be taxed as a capital gain or loss if and when the shares are disposed of by the participant. A participant will generally recognize ordinary taxable income upon the later to occur of the granting or the vesting of a cash-based award.

Tax Effect for the Company. We generally will be entitled to a tax deduction in connection with an award under the 20122022 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonqualified stock option). Special rules limit the deductibility of compensation paid to our chief executive officer and to each of our three most highly compensated executive officers (other than the chief executive officer and, in most circumstances, our chief financial officer). Under Section 162(m) of the Internal Revenue Code,, the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000. However, we can preserve the deductibility of certain compensation in excess of $1,000,000 if the conditions of Section 162(m) are met. These conditions include shareholder approval of the Plan, setting limits on the number of awards that any individual may receive and for awards other than certain stock options and establishing performance criteria that must be met before the award actually will vest or be paid. The Plan has been designed to permit the Compensation Committeecommittee to grant awards that qualify as performance-based for purposes of satisfying the conditions of Section 162(m), thereby permitting us to continue to receive a federal income tax deduction in connection with such awards.

Section 409A. Section 409A of the Internal Revenue Code provides certain requirements with respect to non-qualified deferred compensation arrangements. These include new requirements with respect to an individual’s election to defer compensation and the individual’s election of the timing and form of distribution of the deferred compensation. Section 409A also generally provides that distributions may only be made on or following the occurrence of certain events (e.g., the individual’s separation from service, a predetermined date, the individual’s death or a change in control). Section 409A imposes restrictions on an individual’s ability to change his or her distribution timing or form after the compensation has been deferred. For certain individuals who are “specified employees,” Section 409A requires that such individual’s distribution commence no earlier than six months after such individual’s separation from service. For purposes of Section 409A, the term “specified employee” includes officers with a certain level of compensation ($185,000165,000 in 2020 and 2021)2013) and employees with a certain level of ownership in the company.

Awards granted under the Plan with a deferral feature will be subject to the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with the provisions of Section 409A, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation. Generally, we intend to structure any awards under the Plan to either be exempt from or meet the applicable tax law requirements under Section 409A in order to avoid its adverse tax consequences.

THE FOREGOING IS ONLY A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES TO THE PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE GRANT AND EXERCISE OF AWARDS UNDER THE PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

Accounting Treatment

We adopted Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”), in the first quarter of fiscal 2006. Upon the development of the Accounting Standards Codification, this guidance was subsequently referred to as ASC Topic 718. ASC Topic 718 requires the estimated fair market value of all share-based payments to employees, including grants of employee stock options, to be recognized as expense in the statement of operations. Share-based compensation expense to be recognized would include the estimated expense for all stock awards granted on and subsequent to January 29, 2006, based on the grant date fair value estimated in accordance with the provisions of ASC Topic 718 and the estimated expense for the portion vesting in the period for options granted prior to, but not vested as of January 29, 2006, based on the grant date fair value estimated in accordance with the original provisions of ASC Topic 718.

PROPOSAL 4: CEO PERFORMANCE SHARE UNIT AWARD

On February 23, 2021, the Board (1) determined that the grantThe summary of the Performance Share Unit Award (“CEO Performance Award”) pursuant toprovisions above is qualified in its entirety by theCEO Performance Share Unit Award Agreement (the “PSU Agreement”) was fair to, advisable and in the best interests of Stereotaxis and its shareholders and (2) approved entering into the PSU Agreement and the grant of the CEO Performance Award. Shareholder approval is required for up to 13,000,000 shares to be issued under the plan as described below. The full text of the PSU Agreement2022 Stock Incentive Plan. A copy of the 2022 Stock Incentive Plan as amended and restated by the proposed amendment is attached to this proxy statement as Appendix BA. The CEO Performance Award represents the right of Mr. Fischel to receive up to an aggregate of 13,000,000 shares of common stock of the Company, subject to the terms and conditions set forth in the PSU Agreement.

The Board approved the CEO Performance Award upon the recommendation of the Compensation Committee. In connection with such Board approval, Mr. David Fischel and Dr. Nathan Fischel abstained from the vote to approve the entering into the PSU Agreement and the grant of the CEO Performance Award. References to “Mr. Fischel” in this section mean David Fischel unless the context requires otherwise.

As noted below, Section 711 of the NYSE American Company Guide requires approval of a listed company’s shareholders with respect to the establishment of any equity compensation arrangement pursuant to which stock may be acquired by officers, directors, employees, or consultants, regardless of whether or not such authorization is required by law or by the listed company’s charter. The PSU Agreement provides that the Company is not obligated to issue shares underlying such PSUs until the Stereotaxis shareholders have voted to approve the issuance of such shares, all in accordance with such rule. We are therefore seeking shareholder approval to comply with the NYSE American Company Guide and the terms of the PSU Agreement.

Value to Shareholder

The Board believes that the PSU Agreement provides substantial future benefit to all of its shareholders. Since assuming the role of CEO in February 2017, Mr. Fischel served in the position without drawing a salary or any other form of cash or equity compensation for his work as CEO. During this period, he revitalized the Company’s commercial capabilities, strengthened its financial position, and led the development of a robust innovation strategy. Shareholders have benefited substantially, with Stereotaxis’ stock appreciating approximately 10-fold from February 7, 2017, the day Mr. Fischel was appointed interim CEO, to the date of this proxy statement. The Stereotaxis Board of Directors determined it in the best interest of shareholders to retain Mr. Fischel with a long-term compensation agreement that is highly aligned with continued substantial shareholder returns.

The PSU Agreement is designed to both incentivize Mr. Fischel and to provide substantial benefit to the shareholders of Stereotaxis. Specifically, the PSU Agreement benefits shareholders in the following ways:

The Board believes that the proposed compensation plan is attractive for shareholders in that it only allows for Mr. Fischel to earn significant compensation if the Company’s shareholders realize significant value. Under his existing employment agreement, Mr. Fischel will receive a salary of $60,000 per year. It is not the Company’s intent to pay cash bonuses or other cash or equity compensation as CEO, and Mr. Fischel is not entitled to such amounts under his employment agreement. The majority of his compensation will therefore be the 100% at-risk performance award embodied in the PSU Agreement, consisting exclusively of stock units with tranches that vest only if significant market capitalization milestones and a minimum long-term service requirement are achieved.

For Mr. Fischel to receive any payment under the PSU Agreement, he must lead Stereotaxis in such a way that current market capitalization must increase to $1 billion, and to then continue increasing in additional $500 million increments up to $5.5 billion. All Stereotaxis shareholders will benefit as these milestones are achieved. Even if Mr. Fischel does not achieve any milestones, or if he achieves milestones but does not meet the minimum five-year service requirement in the case of a voluntary termination of Mr. Fischel, the shareholders of Stereotaxis will still realize the benefit of Mr. Fischel’s efforts and the benefit of paying cash compensation to the CEO at a rate that is substantially below market and no longer paying Mr. Fischel typical compensation for non-employee directors.

The Board believes that Mr. Fischel’s ongoing active and engaged service is critical to the continued growth and long-term interests of Stereotaxis. While the Board recognizes that Stereotaxis has many valuable employees who have contributed to Stereotaxis’ success, the Board believes Mr. Fischel’s leadership has been crucial in the Company’s resurgence, in leading the Company through its recent accomplishments, and to its current financial stability. The structure of this compensation agreement provides significant motivation for Mr. Fischel to deliver substantial shareholder returns and to manage the business with a long-term perspective.

In addition to the achievement of market capitalization requirements, the PSU Agreement also provides for a service vesting condition pursuant to which Mr. Fischel must continue serving as the Company’s Chief Company Executive (as defined in the PSU Agreement and described below) from the grant date through December 31, 2030. The PSU Agreement provides that the service component will be waived and any shares for which the market capitalization milestones have already been achieved will be fully vested if Mr. Fischel ceases to be the Chief Company Executive prior to December 31, 2030 (1) at any time by reason of death, disability, or termination by the Company with or without cause, or (2) after having served as Chief Company Executive for a minimum of five years after the date of the PSU Agreement, if Mr. Fischel voluntarily terminates his position as Chief Company Executive. In addition, if Mr. Fischel ceases to be the Chief Company Executive prior to December 31, 2030 by reason of death, disability or termination by the Company without cause, the PSUs will remain outstanding and will vest if the Company achieves any further market capitalization milestones during the one-year period following such termination, but not later than December 31, 2030. These minimum service periods, and the provision in the PSU Agreement that any vested shares under the PSU Agreement will not be delivered until the earlier of (a) one year following a separation from service for Section 409A purposes, (b) a change of control of the Company and (c) December 31, 2030, both ensure Mr. Fischel’s continued leadership and alignment with the interests of Stereotaxis and its shareholders for many years.

The PSU Agreement is designed to protect shareholders from temporary stock price increases driven by market volatility. For Mr. Fischel to benefit under the PSU Agreement, the market capitalization milestone must be achieved for greater than or equal to 90 days. The market capitalization on any given determination date under the PSU Agreement equals (a) the sum of the daily market capitalization of the Company for each trading day during the 90-calendar day period immediately prior to and including the determination date, divided by (b) the number of trading days during such period. The Company’s daily market capitalization for a particular trading day is equal to the total number of outstanding shares (calculated in accordance with the PSU Agreement) as of the close of such trading day multiplied by the volume-weighted average trading price per share on such trading day, as reported by Bloomberg L.P.

This structure protects against short-term stock volatility and supports sustainable stock appreciation, which generates shareholder value.

Under the PSU Agreement, Mr. Fischel only benefits if the Company benefits. A typical compensation arrangement for a similarly situated public company in the medical device industry would provide Mr. Fischel with a six-figure annual salary and a similar six-figure annual cash-bonus. Under a typical compensation structure, Mr. Fischel would also receive significant annual stock grants that could have value irrespective of stock price appreciation, and he would be protected by a separation agreement providing a year of salary continuation or other typical termination benefits. Over a ten-year term, the Company estimates the value of a traditional compensation package to be in excess of $40 million, of which approximately 20% would likely be paid in cash regardless of the Company’s performance. Conversely, under his employment agreement, Mr. Fischel will only be paid an annual salary of $60,000. The Company does not intend to pay cash or equity bonuses during his employment and he is not entitled to any such amounts under his employment agreement. Mr. Fischel’s employment agreement is an “at-will” agreement and does not provide for any salary continuation. While Mr. Fischel could realize substantial value from the PSU agreement, he will only do so if Stereotaxis and its shareholders benefit. Further, as the majority of Mr. Fischel’s compensation is non-cash based, the Company will be able to allocate its cash resources to further strategic initiatives that improve the underlying value of the company.

The Board believes this award is a “pay-for-performance” compensation program that directly aligns Mr. Fischel’s interests with Stereotaxis’ long-term plans and the interests generally of both Stereotaxis and its shareholders, in addition to securing Mr. Fischel’s long-term service, as described above.

Methodology

In consideration of the significant achievements Stereotaxis has made under Mr. Fischel’s leadership and considering the potential for the Company’s future growth, in the fourth quarter of 2020 the Compensation Committee of the Board of Directors was tasked with developing an incentive compensation program to ensure Mr. Fischel’s continued leadership, and to incentivize him with creating significant shareholder value. This process continued through the first quarter of 2021.

For each of the relevant Compensation Committee and Board meetings, both Mr. Fischel and Dr. Nathan Fischel, Mr. Fischel’s father, abstained from voting on related matters.

Upon reviewing the 2018 Tesla CEO compensation plan, the Company’s Compensation Committee and Board were impressed with how Tesla maximized alignment with shareholders while accounting for future unforeseen events. The Tesla plan is differentiated from typical CEO compensation arrangements due to its 100% pay-for-performance feature which motivates a long-term commitment and aligns CEO compensation with value creation for all stakeholders, including employees, customers and shareholders.

Stereotaxis’ Compensation Committee and Board has designed the PSU Agreement using many features of the Tesla plan with modifications where circumstances differed between the specific companies and their respective industries. Mr. Fischel’s PSU Agreement is similar to the Tesla plan, adjusted for company size, industry, and business goals. Also similar to Tesla, the Company’s Compensation Committee engaged Compensia Inc., which served as its independent compensation consultant, to assist with the creation and evaluation of the PSU Agreement. During this process, the Board also used the services of Bryan Cave Leighton Paisner LLP, which served as its outside counsel, and Globalview Advisors, which served as its independent valuation expert.

The Compensation Committee designed the PSU Agreement to incentivize and motivate Mr. Fischel to continue to lead Stereotaxis over the long-term while continuing his current and past standard of involvement and leadership. In the Compensation Committee’s discussions with Mr. Fischel, he indicated that the PSU Agreement would accomplish that.

Additionally, in considering the PSU Agreement, the Compensation Committee and the Board took into account Mr. Fischel’s historical emphasis on the importance of rebuilding the Company first and his leadership in responsible fiscal management by serving as CEO since 2017 without receiving compensation for that role.

When developing this program, the Compensation Committee considered:

Throughout the entire process, the Compensation Committee met both formally and informally to discuss Mr. Fischel’s compensation plan. They consulted with their compensation and legal advisors and maintained an open dialog with Mr. Fischel to share their ideas and to discuss his views, including the issues identified above and to negotiate the terms of the award with him. Members of the Board of Directors also solicited the views of several larger shareholders on potential compensation agreement structures and their impressions of more traditional compensation compared to an equity-based award, with shareholder feedback favoring the latter. The Compensation Committee provided the Board of Directors with frequent updates on their progress, and the independent, non-interested members of the Board of Directors periodically met with Mr. Fischel to express their opinions on the award and to gain an understanding of his commitment and goals for the Company.

During this extended process, the Compensation Committee reviewed several draft agreements and incorporated feedback from Mr. Fischel and the Board of Directors as well as best practices recommended by counsel and Compensia. After the process was completed, the Compensation Committee presented terms for a performance award to Mr. Fischel. Mr. Fischel agreed the PSU Agreement, substantially as presented, would motivate and incentivize him in leading Stereotaxis through 2030.

The Compensation Committee presented the final PSU Agreement to the Board of Directors with a recommendation that the PSU Agreement be approved. The independent, non-interested members of the Board of Directors reviewed the agreement, considered the recommendation, and evaluated the report provided by Compensia, the Company’s independent compensation consultant. The Board of Directors concluded that the PSU Agreement would motivate and incentivize Mr. Fischel in his continued leadership of Stereotaxis on a long-term basis while aligning his interests with those of the Company’s other shareholders and providing significant shareholder value. The Board, with Mr. Fischel and Dr. Nathan Fischel abstaining, approved the PSU Agreement. Shareholder approval is required for up to 13,000,000 shares to be issued under the plan.

Summary of the PSU Agreement

Below is an overview of the material terms of the PSU Agreement. See Appendix B for the full PSU Agreement.

The PSU Agreement consists of ten equal vesting tranches, with a vesting schedule based entirely on the attainment of market capitalization milestones and subject to minimum service requirements. Each vesting tranche represents a portion of the stock units covering that number of shares specified next to the applicable tranche number in the table set forth in the PSU Agreement, each such tranche vesting upon both (a) satisfaction of a market capitalization milestone and (b) Mr. Fischel continuing serving as the Company’s Chief Company Executive from the grant date through December 31, 2030, all subject to the exceptions therein. “Chief Company Executive” means, for Mr. Fischel, the performance of significant services as (a) the Chief Executive Officer of the Company, (b) the Executive Chairman of the Company, or (c) such other mutually agreed upon significant role with the Company.

Market Capitalization Milestones; Calculation; Adjustments. The first market capitalization milestone is $1 billion, and each of the remaining nine market capitalization milestones are in additional $500 million increments, up to $5.5 billion. The following table provides details regarding how shares underlying the PSU Agreement would vest over the 10 tranches and the milestone requirements that would need to be met in order for each tranche to vest.

The market capitalization on any given determination date under the CEO Performance Grant ant equals (a) the sum of the daily market capitalization of the Company for each trading day during the 90-calendar day period immediately prior to and including the determination date, divided by (b) the number of trading days during such period. The Company’s daily market capitalization for a particular trading day is equal to the total number of outstanding shares (calculated in accordance with the CEO Performance Grant) as of the close of such trading day multiplied by the volume-weighted average trading price per share on such trading day, as reported by Bloomberg L.P.

Following the closing of any acquisition by the Company of another entity with a purchase price greater than $100 million, any and all market capitalization milestones that are unachieved as of immediately before the closing of such acquisition will be increased by the dollar amount equal to the purchase price of such acquisition. Following the completion of any spin-off with a spin-off value (in each case as defined in the PSU Agreement) greater than $100 million, any and all market capitalization milestones that are unachieved as of immediately before the completion of such spin-off will be decreased by the dollar amount equal to the spin-off value of such spin-off. In addition to the foregoing, the number of shares subject to the CEO Performance Grant shall be adjust in the event of any changes in the Company’s outstanding stock by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, consolidation, split-up, merger, or similar event.

As of the date of this filing, no milestones for the 2021 CEO Grant have been achieved and no shares subject to the 2021 CEO Grant have vested.

Service Component; One-Year Tail; Timing of Payout. The PSU Agreement provides that the service component will be waived and any shares for which the market capitalization milestones have been achieved will be fully vested if Mr. Fischel ceases to be the Chief Company Executive prior to December 31, 2030 (1) at any time by reason of death, disability, or termination by the Company with or without cause, or (2) after having served as Chief Company Executive for a minimum of five years after the date of the CEO Performance Grant, if Mr. Fischel voluntarily terminates his position as Chief Company Executive. In addition, if Mr. Fischel ceases to be the Chief Company Executive prior to December 31, 2030 by reason of death, disability or termination by the Company without cause, the PSUs shall remain outstanding and will vest if the Company achieves any further market capitalization milestones during the one-year period following such termination, but not later than December 31, 2030. Payment of Mr. Fischel’s vested PSUs will be made on the earliest to occur of the following events (each a “Payment Event”): (a) the date that is one year after his “separation from service” (for Section 409A purposes); (b) the date of a change in control; or (c) December 31, 2030. Any PSUs that are not vested at the time of a Payment Event will be forfeited automatically and never shall become vested or payable.

Change of Control of the Company. In the event of a change in control of the Company, the market capitalization formula described above will be disregarded and the market capitalization will equal the total amount of consideration paid to all equity holders of the Company, with the number of shares to be issued pursuant to the CEO Performance Grant giving effect to such valuation. For all valuations above $1 billion in connection with a change in control, partial credit for the next following tranche shall be allocated pro rata based on the market capitalization in such change in control. Any vested shares upon such a change in control will vest and be paid at the time of the consummation of the change in control, and the service component will otherwise be disregarded.

Potential Value that Could be Realized under the PSU Agreement

It is not possible to reliably estimate the value that could be realized under the PSU Agreement because that value depends on the amount of dilution that Stereotaxis experiences over the course of the 10-year term of the award. The more dilution, the less value that Mr. Fischel will realize. While the Company cannot predict how much dilution there will be, some amount of future dilution is a certainty, whether due to additional issuances of equity as part of (i) regular compensation awards to Stereotaxis employees, (ii) capital-raising activities, (iii) mergers or acquisitions, or (iv) continued dividend accruals on the Company’s Series A preferred stock and timing of Series A preferred stock conversions. Therefore, it is not possible to accurately state the actual value that Mr. Fischel may realize from the PSU Agreement even if he achieves all milestones.

To help convey the potential value of the award, the below table describes the maximum theoretical value, both in dollar value and as a percentage of total value created, that could be realized by Mr. Fischel and other shareholders over various vesting scenarios. This table only takes into account estimated dilution as a result of potential exercises or conversions from the existing grants to employees and non-employee directors, outstanding warrants and preferred stock and accumulated dividends as of the proxy date of record. This table does not take into account any other future dilutive events over the next ten years even though such events will likely occur. Accordingly, this table should only be used for illustration purposes, recognizing that future dilutive events would significantly decrease the maximum value that Mr. Fischel may realize from the award over the various vesting scenarios, both in dollar value and as a percentage of total value created.

Potential Ownership of Securities As a Result of the PSU Agreement

As of March 22, 2021, Mr. Fischel beneficially owned 20,000 shares of Stereotaxis’ common stock and had 235,000 unvested restricted stock unit awards. Based on 74,080,479 shares of Stereotaxis common stock outstanding as of that date, Mr. Fischel beneficially owned less than one percent of the outstanding shares of Stereotaxis common stock.

For illustration purposes only, if (i) all 13,000,000 shares of common stock subject to the PSU Agreement were to become fully vested, outstanding and held by Mr. Fischel; (ii) all other shares of common stock and stock units held by Mr. Fischel were fully vested and were outstanding; (iii) estimated dilution as a result of potential exercises or conversions from existing grants to employees and non-employee directors and the outstanding convertible warrants and preferred stock were to be considered; and (iv) there were no other dilutive events of any kind, Mr. Fischel would beneficially own approximately 10% of the outstanding shares of Stereotaxis common stock after the dilutive events described above.

However, other than as described above, this calculation does not account for any future dilutive events over the next ten years, such as the issuance of additional equity as compensation to employees, as consideration for mergers and acquisitions, or for capital-raising activities, which would have the effect of diluting Mr. Fischel’s ownership of Stereotaxis common stock, nor does it account for any sales of Stereotaxis stock that Mr. Fischel will likely have to make in order to pay required taxes upon the vesting of restricted stock units. Therefore, it is impossible to provide the exact or true percentage of Mr. Fischel’s future total ownership of Stereotaxis common stock upon the vesting of one or more tranches of the PSU Agreement. Given that some amount of dilution and/or stock sales to cover required tax payments will occur, we believe that Mr. Fischel’s future potential ownership of Stereotaxis common stock will be significantly less than 10% if 100% of the PSU Agreement were to vest.

Accounting and Tax Considerations

Accounting Consequences. We follow FASB Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC Topic 718) for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all stock-based compensation awards made to employees and directors based on the grant date “fair value” of these awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award. Accordingly, the PSU Agreement is expected to result in the recognition of additional stock-based compensation expense over the term of the award.

Federal Income Tax Consequences. The following discussion is a brief summary of the principal United States federal income tax consequences of the PSU Agreement under the U.S. Internal Revenue Code (the “Code”) as in effect on the date of this proxy statement. The following summary assumes that Mr. Fischel remains a U.S. taxpayer. The Code and its regulations are subject to change. This summary is not intended to be exhaustive and does not describe, among other things, state, local or non-U.S. income and other tax consequences. The specific tax consequences to Mr. Fischel will depend upon his future individual circumstances.

Tax Effect for Mr. Fischel. Mr. Fischel did not have taxable income from the grant of the PSU Agreement nor will he have taxable income from shareholder approval of the potential issuance of the additional shares for the Award, if such approval occurs. If, and when, Mr. Fischel vests in any portion of the PSU Agreement, he will recognize ordinary income calculated as of the market value of the stock units on the date of vesting. Any taxable income recognized in connection with the vesting of the PSU Agreement by Mr. Fischel will be subject to tax withholding by us. Any additional gain or loss recognized upon any later disposition of the shares will be capital gain or loss.

Tax Effect for Stereotaxis. We may be entitled to a material tax deduction in connection with the PSU Agreement. In most cases, companies are entitled to a tax deduction in an amount equal to the ordinary income realized by a participant when the stock units vest and the participant recognizes such income. However, Section 162(m) of the Code limits the deductibility of compensation paid to our Chief Executive Officer and other “covered employees” as defined in Section 162(m) of the Code. No tax deduction is allowed for compensation paid to any covered employee to the extent that the total compensation for that executive exceeds $1,000,000 in any taxable year. Under Section 162(m) of the Code, as most recently amended in March 2021, we expect that Mr. Fischel will be a covered employee for purposes of Section 162(m) of the Code throughout the duration of the PSU Agreement. Therefore, in any given year in which Mr. Fischel vests all or part of the PSU Agreement, we will be able to take a tax deduction of $1,000,000 or less, regardless of the amount of compensation recognized by Mr. Fischel from the PSU Agreement combined with any other type of compensation for the year.

Registration with the Securities and Exchange Commission

If the shares authorized under the PSU Agreement are approved by shareholders, we expect to file as soon as practicable after the Annual Meeting a registration statement on Form S-8 with the Securities and Exchange Commission to register the maximum number additional number of shares of common stock that may be issuable pursuant to the award.

Supporting Statement of the Board

We are asking shareholders to vote their shares “FOR” the approval of up to 13,000,000 additional shares to be issued for the proposed CEO Performance Award.

The independent, non-interested members of the Board, led by the members of the Compensation Committee, spent several months designing a compensation award that they believe will incentivize Mr. Fischel while maximizing value for Stereotaxis shareholders. As part of this process, the Compensation Committee and the Board sought to balance a variety of important objectives, including:

During this process, the Board and the Compensation Committee reviewed similar performance-based awards issued to other CEOs, including those issued at Tesla and Sorrento. They consulted with various advisors including Compensia, an independent compensation analyst, and Bryan Cave Leighton Paisner LLP, its external counsel. Additionally, the Board also sought and obtained feedback from Mr. Fischel himself as well as a broad set of institutional shareholders. The Board and Compensation Committee reviewed and incorporated feedback from all of these sources into its decision-making process.

In consideration of significant achievements for Stereotaxis under Mr. Fischel’s leadership, the Board of Directors believes the Company is now positioned for a period of significant growth. The Board believes that it is imperative to retain Mr. Fischel, to incentivize him to continue his efforts to guide Stereotaxis during this critical point in the Company’s trajectory, and to ensure that Mr. Fischel remains motivated to achieve his ambitious goal of making Stereotaxis a world leader in robotic medicine.

Vote Required and Recommendation

Proposal No. 4, the proposal to approve the issuance of up to 13,000,000 shares for the CEO Performance Award, requires the following votes of our shareholders, assuming the existence of a quorum:

(1) theThe affirmative vote of a majority of the total votes of shares of common stock castpresent in person or by proxy atwill be required to approve the Annual Meeting, pursuant to Section 711amendment of the NYSE American Company Guide (the “NYSE American Standard”),2022 Stock Incentive Plan. Abstentions and

(2) the affirmative vote of a majority of shares present in person or represented by proxy duly authorized at the Annual Meeting and entitled to vote on this proposal (the “Bylaws Standard”).

Mr. Fischel and Dr. Fischel have informed the disinterested members of the Board and the Company that they “broker non-votes” will not vote their personal shares directly owned by either of them on Proposal No. 4.

If you are the shareholder of record and you fail to vote, it will have no effectbe counted as having been voted on the issuance of up to 13,000,000 shares for the CEO Performance Award, assuming a quorum is present, under the NYSE American Standard or the Bylaws Standard. If you vote to abstain, itproposal, and therefore, will have the same effect as a vote against the issuancenegative votes.

The Board of up to 13,000,000 shares for the CEO Performance AwardDirectors and our executive officers have an interest in this proposal as they may receive awards under the Bylaws Standard but will have no effect on the CEO Performance Award under the NYSE American Standard.2022 Stock Incentive Plan.

If you are a beneficial owner and you fail to provide the organization that is the shareholder of record for your shares with voting instructions, it will have no effect on the issuance of up to 13,000,000 shares for the CEO Performance Award under the NYSE American Standard or the Bylaws Standard, assuming a quorum is present. If you instruct the organization to vote your shares to abstain from voting, it will have the same effect as a vote against the issuance of up to 13,000,000 shares for the CEO Performance Award under the Bylaws Standard but will have no effect on the NYSE American Standard.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ISSUANCEAMENDMENT TO THE 2022 STOCK INCENTIVE PLAN.

PROPOSAL 4: APPROVAL OF UP TO 13,000,000 SHARES FORan amendment to THE CEO PERFORMANCE AWARD FOR DAVID L. FISCHEL.2022 EMPLOYEE STOCK PURCHASE PLAN

Our Employee Stock Purchase Plan (“2022 ESPP”) was adopted by our Board of Directors and approved by our shareholders in May 2022.

Under the 2022 ESPP, eligible employees have the opportunity to purchase up to an aggregate of 203,366 shares of our common stock at a discount. Our Board believes that the 2022 ESPP is in the best interests of the Company and our shareholders, because enabling employees to own shares of common stock aligns our employees’ interests with those of our shareholders.

In February 2024, the Board of Directors approved a proposal to amend the 2022 ESPP to increase the number of shares authorized for issuance under the 2022 ESPP by 250,000 shares, to 453,366. We are seeking shareholder approval of this amendment to the 2022 ESPP.

As of March 18, 2024, there were 94,300 remaining shares available for issuance under the 2022 ESPP.

Description of Material Provisions of the 2022 ESPP

Set forth below is a summary of the material provisions of the 2022 ESPP. The summary of the provisions below is qualified in its entirety by the full text of the 2022 ESPP. A copy of the 2022 ESPP is attached to this proxy statement as Appendix B.

General

The purpose of the 2022 ESPP is to provide employees of the Company and its designated subsidiaries with an opportunity to purchase our common stock through accumulated payroll deductions. It is the intention of the Company to establish the 2022 ESPP such that it will qualify as an “Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code (the “Code”).

Eligibility

Any person who is employed by the Company on a given enrollment date is eligible to participate in the plan. No participant shall be granted an option under the plan (i) to the extent that, immediately after the grant, such participant (or any other person whose stock would be attributed to such participant pursuant to Section 424(d) of the Code) would own capital stock of the Company and/or hold outstanding options to purchase such stock possessing 5% or more of the total combined voting power or value of all classes of the capital stock of the Company or of any subsidiary, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans of the Company and its subsidiaries accrues at a rate which exceeds $25,000 worth of stock for each calendar year in which such option is outstanding at any time.

Maximum Purchase

The Board of Directors may set a maximum number of shares of capital stock which any participant may purchase during any purchase period.

Authorized Shares

Currently, the number of shares of our common stock authorized for issuance under the 2022 ESPP is 203,366. We are seeking shareholder approval for an increase of 250,000 shares, or 453,366 in the aggregate to be authorized for issuance. As noted above, certain of the shares currently authorized for issuance under the 2022 ESPP have been previously issued.

Administration

The 2022 ESPP is administered by the Board of Directors through a committee appointed by the Board. The Board or its committee has full and exclusive discretionary authority to construe, interpret and apply the terms of the plan, to determine eligibility and to adjudicate all disputed claims filed under the plan. Every finding, decision and determination made by the Board or its committee shall, to the full extent permitted by law, be final and binding upon all parties.

Offering Periods

The plan is implemented by consecutive, 3 month offering periods with a new offering period commencing on the first trading day of each calendar quarter. The Board (or a committee of the Board) has the power to change the duration of offering periods (including the commencement dates thereof) with respect to future offerings without shareholder approval if such change is announced prior to the scheduled beginning of the first offering period to be affected thereafter.

Grant of Option

On the enrollment date of each offering period, each participant participating in such offering period will be granted an option to purchase on the exercise date for such offering period up to a number of shares of the Company’s common stock determined by dividing such participant’s payroll deductions accumulated prior to such exercise date and retained in the participant’s account as of the exercise date by the applicable purchase price; provided, however, that in no event shall a participant be permitted to purchase during any calendar year more than a number of shares determined by dividing $25,000 by the fair market value of a share of the Company’s common stock on the exercise date or dates. The Board of Directors may, for future offering periods, increase or decrease, in its absolute discretion, the maximum number of shares of the Company’s common stock a participant may purchase during each purchase period of such offering period.

Payroll Deductions

At the time a participant files a subscription agreement with the Company to participate in the 2022 ESPP, he or she elects to have payroll deductions made on each pay day during the offering period in an amount not exceeding 15% of the compensation such participant receives on each pay day during the offering period. All payroll deductions made for a participant will be credited to his or her account under the plan and will be withheld in whole percentages only. A participant may not make any additional payments into such account. A participant may discontinue his or her participation in the plan effective with the first full payroll period following 5 business days after the Company’s receipt of the withdrawal notice.

Tax Withholding

At the time the option is exercised, in whole or in part, or at the time some or all of the Company’s common stock issued under the plan is disposed of, the participant must make adequate provision for the Company’s federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the common stock. At any time, the Company may, but is not obligated to, withhold from the participant’s compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of common stock by the participant.

Purchase Price

The purchase price per share at which shares of common stock are sold in an offering period under the 2022 ESPP cannot be less than 95% of the fair market value per share on the purchase date (i.e., the last business date of the offering period). The “fair market value” means, as of any given date, the closing sales price for such stock on the NYSE American for the last market trading day prior to the date of determination.

Purchase of Stock

Unless a participant withdraws from the plan, his or her option for the purchase of shares will be exercised automatically on the appropriate exercise date and the maximum number of full shares subject to option will be purchased for such participant at the applicable purchase price with the accumulated payroll deductions in his or her account. No fractional shares may be purchased; any payroll deductions accumulated in a participant’s account that are not sufficient to purchase a full share will be retained in the Participant’s account for the subsequent offering period. Any other monies left over in a participant’s account after the exercise date will be returned to the participant. During a participant’s lifetime, a participant’s options are exercisable only by him or her.

Withdrawal

A participant in the plan may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the plan at any time by giving written notice to the Company. All of the participant’s payroll deductions credited to his or her account will be paid to such participant promptly after receipt of notice of withdrawal and such participant’s option for the offering period will be automatically terminated and no further payroll deductions for the purchase of shares will be made for such offering period. If a participant withdraws from an offering period, payroll deductions will not resume at the beginning of the succeeding offering period unless the participant delivers to the Company a new subscription agreement for the plan. Upon a participant’s ceasing to be an employee of the Company or one of its designated subsidiaries, for any reason, he or she will be deemed to have elected to withdraw from the plan and the payroll deductions credited to such participant’s account during the offering period but not yet used to exercise the option will be returned to such participant.

Transferability

Rights granted under the 2022 ESPP are not transferable by a participant other than by will, by the laws of descent and distribution or pursuant to the plan’s beneficiary designation provisions.

Change of Control

In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, any purchase periods then in progress shall be shortened by setting a new exercise date and any offering periods then in progress will end on the new exercise date. The new exercise date will be before the date of the Company’s proposed sale or merger.

Antidilution

Should any change be made to our common stock by reason of any stock split, reverse stock split, stock dividend, combination, reclassification or any other increase or decrease in the number of shares of common stock effected without receipt of consideration, appropriate adjustments will be made to the per share price and number of shares issuable under the 2022 ESPP.

Amendment and Termination of Plan