Material Event Form 8 K

Item 3.02. Unregistered Sales of Equity Securities

The disclosures set forth in Item 8.01 below with respect to the issuance of the Upfront Stock Consideration are incorporated by reference into this Item 3.02.

The issuance of shares of Stereotaxis common stock in connection with the Acquisition was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act of 1933, as amended, and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder. The shares of common stock issued as Upfront Stock Consideration are restricted securities for purposes of Rule 144 under the Securities Act and subject to certain requirements restricting the resale of such shares, including certain holding period requirements. The issuance and sale was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon in connection with the issuance of the shares.