10. Convertible Preferred Stock and Stockholders’ Equity

The holders of common stock are entitled to one vote for each share held and to receive dividends when and as declared by the Board of Directors out of funds legally available for dividends, subject to the prior rights or preferences applicable to any preferred stock as may then be outstanding. No dividends have been declared or paid as of March 31, 2026, and the Company does not presently intend to pay any cash dividends in the foreseeable future.

At-the-Market Offering Program

On August 29, 2025, the Company entered into a sales agreement (the “Original Sales Agreement”, and as amended below, the “Sales Agreement”) with Roth Capital Markets (“Roth”), as sales agent and/or principal, pursuant to which the Company may issue and sell, from time to time, through Roth as sales agent and/or principal, shares of its common stock having an aggregate gross sales price of up to $50.0 million. Sales may be made by any method deemed an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act or through privately negotiated transactions. The Company is obligated to pay Roth a commission of up to 3.0% of the gross proceeds from any common stock sold through the Sales Agreement, along with reimbursement of certain expenses. Roth may also buy shares as principal for its own account at prices agreed upon at the time of sale, in which case the Company will enter into a separate terms agreement with Roth.

On March 13, 2026, the Company entered into a first amendment to the Sales Agreement, which modified the Original Sales Agreement to, among other things, reflect our filing of a new shelf registration statement on Form S-3 with the SEC on March 13, 2026 and set the maximum amount of shares of our common stock that we may offer and sell through or to Roth at $50 million from the date of the amendment to the Sales Agreement, subject to certain limitations set forth in the amendment.

During the three months ended March 31, 2026, the Company sold an aggregate of 2,005,308 shares of common stock under the Sales Agreement, at an average price of approximately $2.39 per share for gross proceeds of $4.8 million and net proceeds of $4.6 million, after deducting Roth’s commission and other expenses. As of March 31, 2026, $50.0 million of common stock remained available to be sold under this program, subject to certain conditions as specified in the Sales Agreement. The Company intends to use the net proceeds from any sales of common stock this at-the-market offering program for working capital, research and development and other general corporate purposes, including the accelerated commercialization of the Company’s innovation pipeline.

2025 Equity Financing

On July 17, 2025, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Lake Street Capital Markets, LLC (“Placement Agent”) and a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Investors”) pursuant to which the Company agreed to sell, in a registered direct offering (the “Offering”), $12.5 million shares of its common stock, as described below. The public offering price for each per share of common stock in the Offering was $2.00. The initial closing (the “Initial Closing”) under the Purchase Agreement occurred on July 18, 2025. The Company issued an aggregate of 4,250,000 shares of its common stock (the “Initial Shares”) to the Investors and received net proceeds of $7.8 million after deducting the Placement Agent’s fees and other offering expenses payable by the Company with respect to such Initial Shares. The Company agreed to pay the Placement Agent as compensation a cash fee equal to 5.5% as to $7.5 million of the gross proceeds received at the Initial Closing, plus reimbursement of certain expenses. In addition, the Company agreed to issue, and one of the Investors agreed to purchase, 2,000,000 additional Shares (the “Additional Shares”) on November 25, 2025 (or such earlier date as the Company and such Investor agrees) (the “Additional Closing”). At the Additional Closing, the Company received gross proceeds of $4.0 million for such Additional Shares, before deducting Offering expenses payable by the Company with respect to such Additional Shares.

Access Point Technologies Share Purchase Agreement

On July 31, 2024, the Company acquired all the shares of capital stock of Access Point Technologies EP, Inc. (“APT”), a Minnesota corporation, from APT Holding Company, Inc. (“APT Holding”), a Minnesota corporation, pursuant to a Share Purchase Agreement among the Company, APT and APT Holding dated May 11, 2024 (the “APT Share Purchase Agreement”). At closing, the Company issued 1,486,620 shares of its common stock (the “Upfront Stock Consideration”) with an agreed upon value of $3.0 million. The Share Purchase Agreement obligated the Company to file a resale registration statement relating to the Upfront Stock Consideration and additional Earnout Shares. The registration statement covered the 1,486,620 shares issued as Upfront Stock Consideration and an estimated 4,613,380 additional Earnout Shares deliverable under the APT Share Purchase Agreement.

Thereafter , the Company issued a portion of the Earnout Shares deliverable under the APT Share Purchase Agreement to APT Holding, comprised of (i) 417,710 Earnout Shares on August 7, 2025 in accordance with Section 2.5(b) of the APT Share Purchase Agreement, and (ii) 1,001,813 Earnout Shares on October 29, 2025 in accordance with Section 2.5(c) of the APT Share Purchase Agreement.

The exact number of additional Earnout Shares that may be issued under the APT Share Purchase Agreement for additional achievement of regulatory or commercial milestones will be calculated based on the average of the closing per share price of Stereotaxis common stock immediately prior to the dates such milestones are achieved. The final end date for all such milestones is September 30, 2029. The aggregate agreed upon value of such Earnout Shares could be up to $24.0 million in total value (assuming all commercial and regulatory milestones are achieved and inclusive of the Earnout Shares issued in August and October 2025), provided in no event will the Company be obligated to issue the Earnout Shares, together with the Upfront Stock Consideration, that would exceed 19.9% of the total number of shares of the Company’s common stock issued and outstanding immediately prior to July 31, 2024.

The Company recognized expense of $0.8 million and $0.5 million for the three months ended March 31, 2026 and 2025, respectively, due to the revaluation of contingent consideration. This expense is recognized within General and Administrative expenses.

Series A Convertible Preferred Stock and Warrants

In September 2016, the Company issued (i) 24,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), par value $0.001 per share, with a stated value of $1,000 per share, which are convertible into shares of the Company’s common stock at an initial conversion rate of $0.65 per share, subject to adjustment for events such as stock splits, combinations and the like as provided in the certificate of designations covering such Series A Preferred Stock, and (ii) (the SPA Warrants) to purchase an aggregate of 36,923,078 shares of common stock. The shares of Series A Preferred Stock are entitled to vote on an as-converted basis with the common stock, subject to specified beneficial ownership issuance limitations. The Series A Preferred Stock bear dividends at a rate of six percent (6%) per annum, which are cumulative and accrue daily from the date of issuance on the $1,000 stated value. Such dividends will not be paid in cash except in connection with any liquidation, dissolution or winding up of the Company or any redemption of the Series A Preferred Stock. Each holder of convertible preferred shares has the right to require us to redeem such holder’s shares of Series A Preferred Stock upon the occurrence of specified events, which include certain business combinations, the sale of all or substantially all of the Company’s assets, or the sale of more than 50% of the outstanding shares of the Company’s common stock. In addition, the Company has the right to redeem the Series A Preferred Stock in the event of a defined change of control. The Series A Preferred Stock ranks senior to our common stock as to distributions and payments upon the liquidation, dissolution, and winding up of the Company. Since the Series A Preferred Stock are subject to conditions for redemption that are outside the Company’s control, the Series A Preferred Stock are presently reported in the mezzanine section of the consolidated balance sheet.

2021 CEO Performance Award Unit Grant

On February 23, 2021, the Company`s Board of Directors, upon recommendation of the Compensation Committee, approved the grant of the CEO Performance Award to the Company’s Chief Executive Officer. The CEO Performance award is a 10-year performance award of up to 13,000,000 shares, tied to the achievement of market capitalization milestones and subject to minimum service requirements.

As detailed in the table below, the CEO Performance Award consists of ten vesting tranches. The first market capitalization milestone is $1.0 billion, and each of the remaining nine market capitalization milestones are in additional $500 million increments, up to $5.5 billion.

 Summary of Performance Award And Market Capitalization Milestones

Each tranche represents a portion of the PSUs covering the number of shares outlined in the table above. Each tranche vests upon (i) satisfaction of the market capitalization milestones and (ii) continued employment as CEO of the Company from the grant date through December 31, 2030. Absent an earlier termination, the PSUs will expire on December 31, 2030. If our CEO ceases employment as CEO of the Company for any reason including death, disability, termination for cause or without cause (as defined in the award agreement), or if he voluntary terminates after service as CEO for at least five years, the remaining service period will be waived and he will retain any PSUs that have vested through the date of termination.

The Company received Shareholder approval at its annual meeting on May 20, 2021, for shares to be issued under the award.

The market capitalization requirement is considered a market condition under FASB Accounting Standards Codification Topic 718 “Compensation – Stock Compensation” and is estimated on the grant date using Monte Carlo simulations. Recognition of stock-based compensation expense of all the tranches commenced on February 23, 2021, the date of grant, as the probability of meeting the ten market capitalization milestones is not considered in determining the timing of expense recognition. The expense will be recognized on an accelerated basis through 2030. Key assumptions for estimating the performance-based awards fair value at the date of grant included share price on grant date, volatility of the Company’s common stock price, risk free interest rate, and grant term.

Total stock-based compensation recorded as operating expense for the CEO Performance Award was $1.5 million and $1.8 million for the three months ended March 31, 2026, and 2025. As of March 31, 2026, and 2025, the Company had approximately $21.2 million and $28.1 million, respectively, of total unrecognized stock-based compensation expense remaining under the CEO Performance Award assuming the grantee’s continued employment as CEO of the Company, or in a similar capacity, through 2030. As of March 31, 2026, none of the performance milestones established by the 2021 CEO Incentive Program have been achieved, and no awards have been earned.

Stock Award Plans

In February 2022, the Compensation Committee of the Board of Directors adopted the 2022 Stock Incentive Plan (the “Plan”) which was subsequently approved by the Company’s shareholders. This plan replaced the 2012 Stock Incentive Plan which expired on May 19, 2022. The 2022 Stock Incentive Plan allows for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares and restricted share units to employees, non-employee directors, and third-party consultants.

As of March 31, 2026, the Company had 3,747,135 remaining shares of the Company’s common stock to provide for current and future grants under its various equity plans.

As of March 31, 2026, the total compensation cost related to options, stock appreciation rights, and non-vested stock granted to employees and non-employees under the Company’s stock award plans but not yet recognized was approximately $2.0 million, excluding compensation not yet recognized related to the CEO Performance Award discussed above. This cost will be amortized over a period of up to four years over the underlying estimated service periods and will be adjusted for subsequent changes in actual forfeitures and anticipated vesting periods.

A summary of the option and stock appreciation rights activity for the three-month period ended March 31, 2026, is as follows:

Summary of Option and Stock Appreciation Rights Activity

A summary of the restricted stock unit activity for the three-month period ended March 31, 2026, is as follows:

Schedule of Restricted Stock Unit Activity