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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2010.



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to
.

Commission File Number:
000-50884





STEREOTAXIS, INC.

(Exact name of registrant as specified in its charter)







|                                                      |  |                                     
|----------------------------------------------------- |  | ------------------------------------
|Delaware                                              |  | 94-3120386                          
|(State of Incorporation)                              |  | (I.R.S. employer identification no.)
|                                                      | 
|4320 Forest Park Avenue
Suite 100
St. Louis, Missouri |  | 63108                               
|(Address of principal executive offices)              |  | (Zip Code)                          

Registrants telephone number, including area code: (314) 678-6100





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Registration S-T (§232.405 of this chapter ) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).     ̈  Yes     ̈  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).     ̈  Yes    x  No

The number of outstanding shares of the registrants common stock on April 30, 2010 was 50,434,532.









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STEREOTAXIS, INC.

INDEX TO FORM 10-Q



|        |  |                       |  |                                                                                       |  |      
|------- |  | --------------------- |  | ------------------------------------------------------------------------------------- |  | -----
|        |  |                       |  |                                                                                       |  | Page 
|Part I  |  | Financial Information |  |                                                                                      
|        |  |                       | 
|        |  | Item 1.               |  | Financial Statements (unaudited)                                                      |  |      
|        |  |                       |  | Balance Sheets                                                                        |  | 3    
|        |  |                       |  | Statements of Operations                                                              |  | 4    
|        |  |                       |  | Statements of Cash Flows                                                              |  | 5    
|        |  |                       |  | Notes to Financial Statements                                                         |  | 6-12 
|        |  |                       | 
|        |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations |  | 13-17
|        |  |                       | 
|        |  | Item 3.               |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 17   
|        |  |                       | 
|        |  | Item 4.               |  | Controls and Procedures                                                               |  | 18   
|        |  |                      
|Part II |  | Other Information     |  |                                                                                      
|        |  |                       | 
|        |  | Item 1.               |  | Legal Proceedings                                                                     |  | 19   
|        |  |                       | 
|        |  | Item 1A.              |  | Risk Factors                                                                          |  | 19   
|        |  |                       | 
|        |  | Item 2.               |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 19   
|        |  |                       | 
|        |  | Item 3.               |  | Defaults upon Senior Securities                                                       |  | 19   
|        |  |                       | 
|        |  | Item 4.               |  | [Reserved]                                                                            |  | 19   
|        |  |                       | 
|        |  | Item 5.               |  | Other Information                                                                     |  | 19   
|        |  |                       | 
|        |  | Item 6.               |  | Exhibits                                                                              |  | 19   
|        |  |                      
|        |  | Signatures            |  | 20                                                                                   
|        |  |                      
|        |  | Exhibit Index         |  | 21                                                                                   



2



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|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

STEREOTAXIS, INC.

BALANCE SHEETS



|                                                                                                                                                       |  |               |              |   |                  |   |              |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ------------ | - | ---------------- | - | ------------ | -
|                                                                                                                                                       |  | March 31,2010 |              |   | December 31,2009 |  
|                                                                                                                                                       |  | (unaudited)   |              |   |                  |  
|Assets                                                                                                                                                 |  |               |              |   |                  |   |              |  
|Current assets:                                                                                                                                        |  |               |              |   |                  |   |              |  
|Cash and cash equivalents                                                                                                                              |  | $             | 24,512,979   |   |                  | $ | 30,546,550   |  
|Accounts receivable, net of allowance of $177,362 and $322,463 in 2010 and 2009, respectively                                                          |  |               | 10,580,935   |   |                  |   | 11,152,648   |  
|Current portion of long-term receivables                                                                                                               |  |               | 66,800       |   |                  |   | 66,800       |  
|Inventories                                                                                                                                            |  |               | 4,940,183    |   |                  |   | 4,403,675    |  
|Prepaid expenses and other current assets                                                                                                              |  |               | 4,048,203    |   |                  |   | 3,872,535    |  
|                                                                                                                                                       |  |               |              |   |                  |   |              |  
|Total current assets                                                                                                                                   |  |               | 44,149,100   |   |                  |   | 50,042,208   |  
|Property and equipment, net                                                                                                                            |  |               | 4,584,611    |   |                  |   | 4,790,310    |  
|Intangible assets, net                                                                                                                                 |  |               | 1,111,111    |   |                  |   | 1,144,445    |  
|Long-term receivables                                                                                                                                  |  |               | 127,762      |   |                  |   | 138,441      |  
|Other assets                                                                                                                                           |  |               | 5,113        |   |                  |   | 5,112        |  
|                                                                                                                                                       |  |               |              |   |                  |   |              |  
|Total assets                                                                                                                                           |  | $             | 49,977,697   |   |                  | $ | 56,120,516   |  
|                                                                                                                                                       |  |               |              |   |                  |   |              |  
|Liabilities and stockholders equity                                                                                                                   |  |               |              |   |                  |   |              |  
|Current liabilities:                                                                                                                                   |  |               |              |   |                  |   |              |  
|Short-term debt and current maturities of long-term debt                                                                                               |  | $             | 14,166,666   |   |                  | $ | 3,333,333    |  
|Accounts payable                                                                                                                                       |  |               | 5,037,547    |   |                  |   | 3,881,205    |  
|Accrued liabilities                                                                                                                                    |  |               | 6,995,774    |   |                  |   | 8,615,287    |  
|Deferred revenue                                                                                                                                       |  |               | 8,120,584    |   |                  |   | 7,191,492    |  
|Warrants                                                                                                                                               |  |               | 5,679,783    |   |                  |   | 4,142,614    |  
|                                                                                                                                                       |  |               |              |   |                  |   |              |  
|Total current liabilities                                                                                                                              |  |               | 40,000,354   |   |                  |   | 27,163,931   |  
|Long-term debt, less current maturities                                                                                                                |  |               | 8,489,530    |   |                  |   | 20,346,655   |  
|Long-term deferred revenue                                                                                                                             |  |               | 822,928      |   |                  |   | 948,574      |  
|Other liabilities                                                                                                                                      |  |               | 16,733       |   |                  |   | 20,013       |  
|Stockholders equity:                                                                                                                                  |  |               |              |   |                  |   |              |  
|Preferred stock, par value $0.001; 10,000,000 shares authorized at 2010 and 2009, none outstanding at 2010 and
2009                                    |  |               |             |   |                  |   |             |  
|Common stock, par value $0.001; 100,000,000 shares authorized at 2010 and 2009, 50,424,664 and 50,208,171 shares issued at 2010
and 2009, respectively |  |               | 50,425       |   |                  |   | 50,208       |  
|Additional paid in capital                                                                                                                             |  |               | 332,683,067  |   |                  |   | 331,249,918  |  
|Treasury stock, 40,151 shares at 2010 and 2009                                                                                                         |  |               | (205,999     | ) |                  |   | (205,999     | )
|Accumulated deficit                                                                                                                                    |  |               | (331,879,341 | ) |                  |   | (323,452,784 | )
|                                                                                                                                                       |  |               |              |   |                  |   |              |  
|Total stockholders equity                                                                                                                             |  |               | 648,152      |   |                  |   | 7,641,343    |  
|                                                                                                                                                       |  |               |              |   |                  |   |              |  
|Total liabilities and stockholders equity                                                                                                             |  | $             | 49,977,697   |   |                  | $ | 56,120,516   |  
|                                                                                                                                                       |  |               |              |   |                  |   |              |  

See accompanying notes.



3



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STEREOTAXIS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)



|                                                                     |  |                              |            |   |      |   |            |  
|-------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                     |  | Three Months Ended March 31, |           
|                                                                     |  | 2010                         |            |   | 2009 |  
|Revenue:                                                             |  |                              |            |   |      |   |            |  
|Systems                                                              |  | $                            | 5,233,755  |   |      | $ | 6,860,807  |  
|Disposables, service and accessories                                 |  |                              | 5,382,854  |   |      |   | 4,272,327  |  
|                                                                     |  |                              |            |   |      |   |            |  
|Total revenue                                                        |  |                              | 10,616,609 |   |      |   | 11,133,134 |  
|Cost of revenue:                                                     |  |                              |            |   |      |   |            |  
|Systems                                                              |  |                              | 2,076,717  |   |      |   | 2,563,483  |  
|Disposables, service and accessories                                 |  |                              | 843,953    |   |      |   | 897,199    |  
|                                                                     |  |                              |            |   |      |   |            |  
|Total cost of revenue                                                |  |                              | 2,920,670  |   |      |   | 3,460,682  |  
|Gross margin                                                         |  |                              | 7,695,939  |   |      |   | 7,672,452  |  
|Operating expenses:                                                  |  |                              |            |   |      |   |            |  
|Research and development                                             |  |                              | 3,369,538  |   |      |   | 3,309,862  |  
|Sales and marketing                                                  |  |                              | 6,695,117  |   |      |   | 7,453,439  |  
|General and administrative                                           |  |                              | 3,890,336  |   |      |   | 4,038,156  |  
|                                                                     |  |                              |            |   |      |   |            |  
|Total operating expenses                                             |  |                              | 13,954,991 |   |      |   | 14,801,457 |  
|                                                                     |  |                              |            |   |      |   |            |  
|Operating loss                                                       |  |                              | (6,259,052 | ) |      |   | (7,129,005 | )
|Other income (expense)                                               |  |                              | (1,537,169 | ) |      |   | 250,937    |  
|Interest income                                                      |  |                              | 2,782      |   |      |   | 26,972     |  
|Interest expense                                                     |  |                              | (633,118   | ) |      |   | (678,991   | )
|                                                                     |  |                              |            |   |      |   |            |  
|Net loss                                                             |  | $                            | (8,426,557 | ) |      | $ | (7,530,087 | )
|                                                                     |  |                              |            |   |      |   |            |  
|Net loss per common share:                                           |  |                              |            |   |      |   |            |  
|Basic and diluted                                                    |  | $                            | (0.17      | ) |      | $ | (0.18      | )
|                                                                     |  |                              |            |   |      |   |            |  
|Weighted average shares used in computing net loss per common share: |  |                              |            |   |      |   |            |  
|Basic and diluted                                                    |  |                              | 49,621,318 |   |      |   | 41,281,130 |  
|                                                                     |  |                              |            |   |      |   |            |  

See accompanying notes.



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STEREOTAXIS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                        |  |                              |             |   |      |   |             |  
|----------------------------------------------------------------------- |  | ---------------------------- | ----------- | - | ---- | - | ----------- | -
|                                                                        |  | Three Months Ended March 31, |            
|                                                                        |  | 2010                         |             |   | 2009 |  
|Cash flows from operating activities                                    |  |                              |             |   |      |   |             |  
|Net loss                                                                |  | $                            | (8,426,557  | ) |      | $ | (7,530,087  | )
|Adjustments to reconcile net loss to cash used in operating activities: |  |                              |             |   |      |   |             |  
|Depreciation                                                            |  |                              | 503,914     |   |      |   | 499,541     |  
|Amortization                                                            |  |                              | 33,334      |   |      |   | 33,333      |  
|Amortization of warrants                                                |  |                              | 339,270     |   |      |   | 174,345     |  
|Share-based compensation                                                |  |                              | 98,387      |   |      |   | 1,185,626   |  
|Loss on asset disposal                                                  |  |                              | 4,556       |   |      |   | 12,437      |  
|Non-cash expense net of non-cash royalty (income)                       |  |                              | (857,125    | ) |      |   | (431,104    | )
|Warrant adjustment                                                      |  |                              | 1,537,169   |   |      |   | (250,937    | )
|Changes in operating assets and liabilities:                            |  |                              |             |   |      |   |             |  
|Accounts receivable                                                     |  |                              | 571,713     |   |      |   | (2,830,973  | )
|Other receivables                                                       |  |                              | 10,679      |   |      |   | 20,049      |  
|Inventories                                                             |  |                              | (573,783    | ) |      |   | (58,735     | )
|Prepaid expenses and other current assets                               |  |                              | (98,371     | ) |      |   | (69,840     | )
|Other assets                                                            |  |                              |            |   |      |   | (481        | )
|Accounts payable                                                        |  |                              | 1,156,342   |   |      |   | 769,067     |  
|Accrued liabilities                                                     |  |                              | (1,191,917  | ) |      |   | (543,300    | )
|Deferred revenue                                                        |  |                              | 803,446     |   |      |   | (1,383,129  | )
|Other liabilities                                                       |  |                              | (3,281      | ) |      |   | (12,440     | )
|                                                                        |  |                              |             |   |      |   |             |  
|Net cash used in operating activities                                   |  |                              | (6,092,224  | ) |      |   | (10,416,628 | )
|Cash flows from investing activities                                    |  |                              |             |   |      |   |             |  
|Purchase of equipment                                                   |  |                              | (265,496    | ) |      |   | (1,046,836  | )
|                                                                        |  |                              |             |   |      |   |             |  
|Net cash used in investing activities                                   |  |                              | (265,496    | ) |      |   | (1,046,836  | )
|Cash flows from financing activities                                    |  |                              |             |   |      |   |             |  
|Proceeds from long-term debt                                            |  |                              | 10,000,000  |   |      |   |            |  
|Payments of long-term debt                                              |  |                              | (10,166,667 | ) |      |   | (166,666    | )
|Proceeds from issuance of stock and warrants, net of issuance costs     |  |                              | 490,816     |   |      |   | 74,235      |  
|                                                                        |  |                              |             |   |      |   |             |  
|Net cash provided by (used in) financing activities                     |  |                              | 324,149     |   |      |   | (92,431     | )
|                                                                        |  |                              |             |   |      |   |             |  
|Net decrease in cash and cash equivalents                               |  |                              | (6,033,571  | ) |      |   | (11,555,895 | )
|Cash and cash equivalents at beginning of period                        |  |                              | 30,546,550  |   |      |   | 30,355,657  |  
|                                                                        |  |                              |             |   |      |   |             |  
|Cash and cash equivalents at end of period                              |  | $                            | 24,512,979  |   |      | $ | 18,799,762  |  
|                                                                        |  |                              |             |   |      |   |             |  

See accompanying notes.



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STEREOTAXIS, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Notes to
Financial Statements

1. Basis of Presentation

The accompanying unaudited financial statements of Stereotaxis, Inc. (the Company) have been prepared in accordance with
generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the disclosures required by U.S. generally accepted accounting principles for complete financial
statements. In the opinion of management, they include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. Operating results for the three month period
ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ended December 31, 2010 or for future operating periods.

These interim financial statements and the related notes should be read in conjunction with the annual financial statements and notes
included in the Companys Annual Report on Form 10-K for the year ended December 31, 2009 as filed with the SEC on March 15, 2010.

2. Summary of Significant Accounting Policies

Revenue and Costs of Revenue

For arrangements with multiple deliverables, the Company allocates the total revenue to each deliverable based on the provisions of
general accounting principles for revenue recognition and multiple-deliverable revenue arrangements and recognizes revenue for each separate element as the criteria for revenue recognition are met. Each element is assigned an estimated selling price
using vendor-specific objective evidence, third party evidence, or managements estimate.

Under our revenue recognition
policy, a portion of revenue for Niobe systems is recognized upon delivery, provided that title has passed, there are no uncertainties regarding acceptance, persuasive evidence of an arrangement exists, the sales price is fixed and determinable, and
collection of the related receivable is reasonably assured. Beginning in the quarter ended March 31, 2010, revenue for certain Odyssey systems was recognized upon delivery due to the fact that third parties became qualified to perform
installations. However, this change did not have a material impact on revenue recognition for the three months ended March 31, 2010. Revenue is recognized for other types of Odyssey systems upon completion of installation, since there are no
qualified third party installers. When installation is the responsibility of the customer, revenue from system sales is recognized upon shipment since these arrangements do not include an installation element or right of return privileges. We may
deliver systems to a non-hospital site at the customers request. We evaluate whether delivery has occurred considering general accounting principles for revenue recognition with respect to bill and hold transactions. Amounts
collected prior to satisfying the above revenue recognition criteria are reflected as deferred revenue.

Revenue from services
and license fees, whether sold individually or as a separate unit of accounting in a multiple-deliverable arrangement, is deferred and amortized over the service or license fee period, which is typically one year. Revenue from services is derived
primarily from the sale of annual product maintenance plans. We recognize revenue from disposable device sales or accessories upon shipment and establish an appropriate reserve for returns. The return reserve, which is applicable only to disposable
devices, is estimated based on historical experience which is periodically reviewed and updated as necessary. In the past, changes in estimate have had only a de minimus effect on revenue recognized in the period. We believe that the estimate is not
likely to change significantly in the future.

Costs of systems revenue include direct product costs, installation labor and
other costs, estimated warranty costs, and initial training and product maintenance costs. These costs are recorded at the time of sale. Costs of disposable revenue include direct product costs and are recorded at the time of sale. Cost of revenue
from services and license fees are recorded when incurred.

Net Loss per Common Share

Basic and diluted net loss per common share is computed by dividing the net loss for the period by the weighted average number of common
shares outstanding during the period. The largest adjustment between the shares outstanding at March 31, 2010 and the weighted average shares used for calculating basic earnings per share is the deduction of unearned restricted shares, which
amounted to 616,111 at March 31, 2010. This amount is primarily comprised of 525,716 performance-based shares that are outstanding at March 31, 2010, but for which the performance conditions are not expected



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STEREOTAXIS, INC.

NOTES TO FINANCIAL STATEMENTS(Continued)

(Unaudited)



to be met. In addition, the Company did not include any portion of unearned restricted shares, outstanding options, stock appreciation rights or warrants in the calculation of diluted loss per
common share because all such securities are anti-dilutive for all periods presented. The application of the two-class method of computing earnings per share under general accounting principles for participating securities is not applicable because
the Companys unearned restricted shares do not contractually participate in its losses.

As of March 31, 2010, the
Company had 5,016,674 shares of common stock issuable upon the exercise of outstanding options and stock appreciation rights at a weighted average exercise price of $6.49 per share and 9,623,711 shares of common stock issuable upon the exercise of
outstanding warrants at a weighted average exercise price of $4.26 per share. The Company had a weighted average of 616,111 unearned restricted shares for the three months ended March 31, 2010.

Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents and warrants.
General accounting principles for fair value measurement established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The Companys financial assets consist of cash equivalents invested in money market funds in the amount of $20,991,377 and
$27,239,083 at March 31, 2010 and December 31, 2009, respectively. These assets are classified as Level 1 as described above and total interest income recorded for these investments was approximately $2,800 during the three months ended
March 31, 2010. There were no transfers in or out of Level 1 during the three months ended March 31, 2010.

The
Companys financial liabilities consist of warrants in the amount of $5,679,783 at March 31, 2010. These liabilities are classified as Level 3 as described above and are measured using the Black-Scholes valuation model. The mark-to-market
adjustment recorded in other income (expense) for these warrants was $1,537,169 during the three months ended March 31, 2010. There were no purchases, sales, issuances, transfers, or settlements of Level 3 financial instruments during the three
months ended March 31, 2010. These warrants were transferred into Level 3 on January 1, 2009 based on the adoption of general accounting principles for determining whether an instrument (or embedded feature) is indexed to an entitys
own stock. See Note 10 for additional details.

Fair Value  Other Financial Instruments

The following methods and assumptions were used by the Company in estimating its fair value disclosures for other financial instruments as of
March 31, 2010 and December 31, 2009.

Cash and cash equivalents, accounts receivable, accounts payable and accrued expenses have
carrying values which approximate fair value due to the short maturity or the financial nature of these instruments.

Long and short-term debt
fair value estimates are based on estimated borrowing rates to discount the cash flows to their present value. See Note 8 for disclosure of the fair value of debt.

Share-Based Compensation

The Company accounts for its grants of stock options, stock appreciation rights and restricted shares and for its employee stock purchase
plan in accordance with the provisions of general accounting principles for share-based payments. These accounting principles require the determination of the fair value of the share-based compensation at the grant date and the recognition of the
related expense over the period in which the share-based compensation vests.

The Company utilizes the Black-Scholes valuation
model to determine the fair value of stock options and stock appreciation rights at the date of grant. The resulting compensation expense is recognized over the requisite service period, which is generally four years. Compensation expense is
recognized only for those awards expected to vest, with forfeitures estimated based on the Companys historical experience and future expectations. Restricted shares granted to employees are valued at the fair market value at the date of
grant. The Company amortizes the amount to expense over the service period on a straight-line basis. If the shares are subject to performance objectives, the resulting compensation expense is amortized over the anticipated vesting period and is
subject to adjustment based on the actual achievement of objectives.



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STEREOTAXIS, INC.

NOTES TO FINANCIAL STATEMENTS(Continued)

(Unaudited)



Recently Issued Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-06 (ASU 2010-06), which is an amendment to the Fair
Value Measurements and Disclosures topic of the Accounting Standards Codification. This amendment requires disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements
relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This amendment is effective for periods beginning after Dec.
15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements, which will be effective for fiscal years beginning after Dec. 15, 2010. See Fair Value Measurements section of Note 2
for required disclosures.

Comprehensive Loss

Comprehensive loss generally represents all changes in stockholders equity except those resulting from investments by stockholders,
and included the Companys unrealized income (loss) on marketable securities. During the three months ended March 31, 2010 and 2009, unrealized gains or losses related to investments were $0. Accumulated other comprehensive income
(loss) at March 31, 2010 and 2009 was $0.

3. Inventory

Inventory consists of the following:



|                         |  |               |           |   |                  |   |           |  
|------------------------ |  | ------------- | --------- | - | ---------------- | - | --------- | -
|                         |  | March 31,2010 |           |   | December 31,2009 |  
|Raw materials            |  | $             | 2,383,965 |   |                  | $ | 1,785,908 |  
|Work in process          |  |               | 530,605   |   |                  |   | 312,797   |  
|Finished goods           |  |               | 2,736,823 |   |                  |   | 3,117,438 |  
|Reserve for obsolescence |  |               | (711,210  | ) |                  |   | (812,468  | )
|                         |  |               |           |   |                  |   |           |  
|Total inventory          |  | $             | 4,940,183 |   |                  | $ | 4,403,675 |  
|                         |  |               |           |   |                  |   |           |  

4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:



|                                                |  |               |           |                  |   |          
|----------------------------------------------- |  | ------------- | --------- | ---------------- | - | ---------
|                                                |  | March 31,2010 |           | December 31,2009
|Prepaid expenses                                |  | $             | 701,367   |                  | $ | 733,966  
|Deferred cost of revenue                        |  |               | 1,215,892 |                  |   | 960,145  
|Other assets                                    |  |               | 2,130,944 |                  |   | 2,178,424
|                                                |  |               |           |                  |   |          
|Total prepaid expenses and other current assets |  | $             | 4,048,203 |                  | $ | 3,872,535
|                                                |  |               |           |                  |   |          

Deferred cost of revenue represents the cost of
systems for which title has transferred from the Company but for which revenue has not been recognized.



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##### Table of Contents

STEREOTAXIS, INC.

NOTES TO FINANCIAL STATEMENTS(Continued)

(Unaudited)



5. Property and Equipment

Property and equipment consist of the following:



|                               |  |               |            |   |                  |   |            |  
|------------------------------ |  | ------------- | ---------- | - | ---------------- | - | ---------- | -
|                               |  | March 31,2010 |            |   | December 31,2009 |  
|Equipment                      |  | $             | 8,829,217  |   |                  | $ | 8,541,355  |  
|Equipment held for lease       |  |               | 547,416    |   |                  |   | 547,416    |  
|Leasehold improvements         |  |               | 2,317,753  |   |                  |   | 2,317,753  |  
|                               |  |               |            |   |                  |   |            |  
|                               |  |               | 11,694,386 |   |                  |   | 11,406,524 |  
|Less: Accumulated depreciation |  |               | (7,109,775 | ) |                  |   | (6,616,214 | )
|                               |  |               |            |   |                  |   |            |  
|Net property and equipment     |  | $             | 4,584,611  |   |                  | $ | 4,790,310  |  
|                               |  |               |            |   |                  |   |            |  

6. Accrued Liabilities

Accrued liabilities consist of the following:



|                                          |  |               |           |                  |   |          
|----------------------------------------- |  | ------------- | --------- | ---------------- | - | ---------
|                                          |  | March 31,2010 |           | December 31,2009
|Accrued salaries, bonus, and benefits     |  | $             | 4,235,365 |                  | $ | 5,160,246
|Accrued research and development          |  |               | 7,096     |                  |   | 140,284  
|Accrued legal and other professional fees |  |               | 430,211   |                  |   | 539,651  
|Other                                     |  |               | 2,323,102 |                  |   | 2,775,106
|                                          |  |               |           |                  |   |          
|Total accrued liabilities                 |  | $             | 6,995,774 |                  | $ | 8,615,287
|                                          |  |               |           |                  |   |          

7. Deferred Revenue

Deferred revenue consists of the following:



|                                  |  |               |           |   |                  |   |           |  
|--------------------------------- |  | ------------- | --------- | - | ---------------- | - | --------- | -
|                                  |  | March 31,2010 |           |   | December 31,2009 |  
|Product shipped, revenue deferred |  | $             | 2,620,165 |   |                  | $ | 1,898,701 |  
|Customer deposits                 |  |               | 633,288   |   |                  |   | 1,022,476 |  
|Deferred service and license fees |  |               | 5,690,059 |   |                  |   | 5,218,889 |  
|                                  |  |               |           |   |                  |   |           |  
|                                  |  |               | 8,943,512 |   |                  |   | 8,140,066 |  
|Less: Long-term deferred revenue  |  |               | (822,928  | ) |                  |   | (948,574  | )
|                                  |  |               |           |   |                  |   |           |  
|Total current deferred revenue    |  | $             | 8,120,584 |   |                  | $ | 7,191,492 |  
|                                  |  |               |           |   |                  |   |           |  

8. Long-Term Debt and Credit Facilities

Debt outstanding consists of the following:



|                                           |  |                |             |   |                     |   |             |                |  |   |                     |   |  |   |            |  
|------------------------------------------ |  | -------------- | ----------- | - | ------------------- | - | ----------- | -------------- |  | - | ------------------- | - |  | - | ---------- | -
|                                           |  | March 31, 2010 |             |   | December 31, 2009   |  
|                                           |  | CarryingAmount |             |   | EstimatedFair Value |   |             | CarryingAmount |  |   | EstimatedFair Value |  
|Revolving credit agreement, due March 2011 |  | $              | 10,000,000  |   |                     | $ | 10,211,785  |                |  | $ | 10,000,000          |   |  | $ | 10,261,547 |  
|June 2007 term note, due June 2010         |  |                | 166,666     |   |                     |   | 166,971     |                |  |   | 333,334             |   |  |   | 334,243    |  
|Biosense Webster Advance                   |  |                | 12,489,530  |   |                     |   | 12,774,213  |                |  |   | 13,346,654          |   |  |   | 13,683,595 |  
|                                           |  |                |             |   |                     |   |             |                |  |   |                     |   |  |   |            |  
|Total debt                                 |  |                | 22,656,196  |   |                     |   | 23,152,969  |                |  |   | 23,679,988          |   |  |   | 24,279,385 |  
|Less current maturities                    |  |                | (14,166,666 | ) |                     |   | (14,469,931 | )              |  |   | (3,333,333          | ) |  |   | (3,359,455 | )
|                                           |  |                |             |   |                     |   |             |                |  |   |                     |   |  |   |            |  
|Total long term debt                       |  | $              | 8,489,530   |   |                     | $ | 8,683,038   |                |  | $ | 20,346,655          |   |  | $ | 20,919,930 |  
|                                           |  |                |             |   |                     |   |             |                |  |   |                     |   |  |   |            |  



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##### Table of Contents

STEREOTAXIS, INC.

NOTES TO FINANCIAL STATEMENTS(Continued)

(Unaudited)



Revolving line of credit

In December 2009, the Company amended its agreement with its primary lender to extend the maturity of the current working capital line of
credit from March 31, 2010 to March 31, 2011 and to increase the total availability under the line from $25 million to $30 million, retaining the $10 million sublimit for borrowings supported by guarantees from stockholders who are
affiliates of two members of its board of directors (Lenders) and considered to be related parties. Under the revised facility the Company is required to maintain a minimum tangible net worth as defined in the agreement.
Interest on the facility accrues at the rate of prime plus 0.5% subject to a floor of 6% for the amount under guarantee and prime plus 1.75% subject to a floor of 7% for the remaining amounts.

As of March 31, 2010, the Company had $10 million outstanding under the revolving line of credit and a current borrowing capacity of
$15.2 million based on the Companys collateralized assets, including amounts already drawn. As such, the Company had the ability to borrow an additional $5.2 million under the revolving line of credit at March 31, 2010. As of March 31,
2010, the Company was in compliance with all covenants of the bank loan agreement and had no remaining availability on its Lender loan and guarantee.

Term note

In June 2007, the Company entered into a term note due in June 2010 with its primary lender for $2,000,000. The Company is required to
make equal payments of principal and interest, at prime plus 1%, through June 2010.

The Revolving Credit Agreement and the
Companys term notes (collectively, the Credit Agreements) are secured by substantially all of the Companys assets. The Company is also required under the Credit Agreements to maintain its primary operating account and the
majority of its cash and investment balances in accounts with the primary lender.

Biosense Webster Advance

In July 2008, the Company and Biosense Webster entered into an amendment to their existing agreements relating to the development and sale
of catheters. Pursuant to the amendment, Biosense Webster agreed to pay to the Company $10.0 million as an advance on royalty amounts that were owed at the time the amendment was executed or would be owed in the future by Biosense Webster to the
Company pursuant to the royalty provisions of one of the existing agreements. The Company and Biosense Webster also agreed that an aggregate of up to $8.0 million of certain agreed upon research and development expenses that were owed at the time
the amendment was executed or may be owed in the future by the Company to Biosense Webster pursuant to the existing agreement would be deferred and will be due, together with any unrecouped portion of the $10.0 million royalty advance, on the Final
Payment Date (as defined below). Interest on the outstanding and unrecouped amounts of the royalty advance and deferred research and development expenses will accrue at an interest rate of the prime rate plus 0.75%. Outstanding royalty advances and
deferred research and development expenses and accrued interest thereon will be recouped by Biosense Webster by deductions from royalty amounts otherwise owed to the Company from Biosense Webster pursuant to the existing agreement. The Company has
the right to prepay any amounts due pursuant to the Amendment at any time without penalty. As of March 31, 2010, approximately $18.0 million had been advanced by Biosense Webster to the Company pursuant to the amendment. As of March 31,
2010, $6.9 million of royalty payments owed by Biosense had been used to reduce the advances and the remaining approximately $12.5 million of amounts owed to Biosense Webster has been classified as debt in the accompanying balance sheet including
$4.0 million as short-term debt and $8.5 million as long-term debt. The Company recorded research and development expenses of $0.2 million and disposables, service and accessories revenue of $1.0 million for the three months ended March 31,
2010, related to this agreement.

All funds owed by the Company to Biosense Webster must be repaid on the sooner of
December 31, 2011 or the date of an Accelerating Recoupment Event as defined below (the Final Payment Date). Commencing on May 15, 2010 the Company is required to make quarterly payments (the Supplemental Payments)
to Biosense Webster equal to the difference between the aggregate royalty payments recouped by Biosense Webster from the Company (other than royalty amounts attributable to Biosense Websters sales of irrigated catheters) in such quarter and $1
million, until the earlier of (1) the date all funds owed by the Company to Biosense Webster pursuant to the Amendment are fully repaid or (2) the Final Payment Date. An Accelerating Recoupment Event means any of the following:
(i) the closing of any equity-based registered public financing transaction or in the event of convertible debt, the conversion of such debt into equity which raises at least $50 million for the Company; (ii) the failure of the Company to
make any Supplemental Payment; or (iii) a change of control of the Company (as defined in the amendment).



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##### Table of Contents

STEREOTAXIS, INC.

NOTES TO FINANCIAL STATEMENTS(Continued)

(Unaudited)



9. Stockholders Equity

Stock Award Plans

The Company has various stock plans that permit the Company to provide incentives to employees and directors of the Company in the form of
equity compensation that are described in both the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and the Companys definitive Proxy Statement on Schedule 14A filed with the SEC on April 15,
2010. At March 31, 2010, the Board of Directors had reserved a total of 5,171,981 shares of the Companys common stock to provide for current and future grants under its various equity plans.

At March 31, 2010, the total compensation cost related to options, stock appreciation rights and non-vested stock granted to
employees under the Companys stock award plans but not yet recognized was approximately $4.5 million, net of estimated forfeitures of approximately $1.2 million. This cost will be amortized over a period of up to four years on a straight-line
basis over the underlying estimated service periods and will be adjusted for subsequent changes in estimated forfeitures and anticipated vesting periods. In March 2010, the Company made an adjustment to its forfeiture rate based on historical
information, which resulted in a reduction of share-based compensation of $0.8 million for the three months ended March 31, 2010.

A summary of the option and stock appreciation rights activity for the three months ended March 31, 2010 is as follows:



|                               |  |                       |   |  |                         |  |                                         |     
|------------------------------ |  | --------------------- | - |  | ----------------------- |  | --------------------------------------- | ----
|                               |  | Number ofOptions/SARs |   |  | Range of Exercise Price |  | WeightedAverageExercise 
Priceper Share
|Outstanding, December 31, 2009 |  | 4,675,450             |   |  | $0.78 - $14.84          |  | $                                       | 6.63
|Granted                        |  | 596,200               |   |  | $4.67                   |  | $                                       | 4.67
|Exercised                      |  | (130,555              | ) |  | $1.62 - $4.94           |  | $                                       | 3.53
|Forfeited                      |  | (124,421              | ) |  | $3.46 - $14.84          |  | $                                       | 6.11
|                               |  |                       |   |  |                         |  |                                         |     
|Outstanding, March 31, 2010    |  | 5,016,674             |   |  | $0.78 - $14.84          |  | $                                       | 6.49
|                               |  |                       |   |  |                         |  |                                         |     

A summary of the restricted share grant activity for the three months ended March 31, 2010 is
as follows:



|                               |  |                  |   |  |                                                |      
|------------------------------ |  | ---------------- | - |  | ---------------------------------------------- | -----
|                               |  | Number of Shares |   |  | Weighted AverageGrant Date FairValue per Share
|Outstanding, December 31, 2009 |  | 858,938          |   |  | $                                              | 6.66 
|Granted                        |  |                 |   |  |                                                |     
|Vested                         |  | (25,346          | ) |  | $                                              | 10.15
|Forfeited                      |  | (13,747          | ) |  | $                                              | 4.60 
|                               |  |                  |   |  |                                                |      
|Outstanding, March 31, 2010    |  | 819,845          |   |  | $                                              | 6.59 
|                               |  |                  |   |  |                                                |      

A summary of the restricted stock outstanding as of
March 31, 2010 is as follows:



|                                    |  |                
|----------------------------------- |  | ---------------
|                                    |  | Number ofShares
|Time based restricted shares        |  | 294,129        
|Performance based restricted shares |  | 525,716        
|                                    |  |                
|Outstanding, March 31, 2010         |  | 819,845        
|                                    |  |                

10. Warrants Liability

The Company currently does not have derivative instruments to manage its exposure to currency fluctuations or other business risks. The
Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. All derivative financial instruments are recognized in the balance sheet at fair value.



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##### Table of Contents

STEREOTAXIS, INC.

NOTES TO FINANCIAL STATEMENTS(Continued)

(Unaudited)



In conjunction with its December 29, 2008 registered direct offering, the Company
issued warrants to purchase 1,792,408 shares of the Companys common stock that contained a provision that required a reduction of the exercise price if certain equity events occurred. Under the provisions of general accounting principles for
derivatives and hedging activities and determining whether an instrument (or embedded feature) is indexed to an entitys own stock, such a reset provision does not meet the exemptions for equity classification and as such, the Company accounts
for these warrants as derivative instruments. The calculated fair value of the warrants is classified as a liability and is periodically remeasured with any changes in value recognized in Other income (expense) in the Statement of
Operations. General accounting principles for determining whether an instrument (or embedded feature) is indexed to an entitys own stock became effective for the Company as of January 1, 2009. Accordingly, the fair value of the warrants
as of that date was reclassified from stockholders equity into current liabilities.

In accordance with general
accounting principles for fair value measurement, the Companys warrants in the amount of $5,679,783 were measured at fair value on a recurring basis as of March 31, 2010 and were valued using Level 3 valuation inputs. A Black-Scholes
model was used to value the Companys warrants at March 31, 2010 using the following assumptions: 1) dividend yield of 0%; 2) volatility of 65%; 3) risk-free interest rate of 2.55%; and 4) expected life of 4.25 years. The fair value of the
outstanding derivative instrument and the effect on the Statement of Operations is as follows:



|                           |  |                       |          
|-------------------------- |  | --------------------- | ---------
|                           |  | Fair Value ofWarrants
|Balance, December 31, 2009 |  |                       | 4,142,614
|Change in fair value       |  |                       | 1,537,169
|                           |  |                       |          
|Balance, March 31, 2010    |  | $                     | 5,679,783
|                           |  |                       |          

11. Product Warranty Provisions

The Companys standard policy is to warrant all NIOBE and ODYSSEY systems against
defects in material or workmanship for one year following installation. The Companys estimate of costs to service the warranty obligations is based on historical experience and current product performance trends. A regular review of warranty
obligations is performed to determine the adequacy of the reserve and adjustments are made to the estimated warranty liability as appropriate.

Accrued warranty, which is included in other accrued liabilities, consists of the following:



|                                    |  |               |          |  
|----------------------------------- |  | ------------- | -------- | -
|                                    |  | March 31,2010 |         
|Warranty accrual, December 31, 2009 |  | $             | 547,483  |  
|Warranty expense incurred           |  |               | 66,331   |  
|Payments made                       |  |               | (136,791 | )
|                                    |  |               |          |  
|Warranty accrual, March 31, 2010    |  | $             | 477,023  |  
|                                    |  |               |          |  

12. Commitments and Contingencies

The Company at times becomes a party to claims in the ordinary course of business. Management believes that the ultimate resolution of
pending or threatened proceedings will not have a material effect on the financial position, results of operations or liquidity of the Company.

13. Subsequent Events

In April 2010, the Company entered into an amendment to its current agreement with Biosense Webster. This amendment extends Biosense
Websters exclusive distribution rights for the Companys non-irrigated catheters until August 1, 2010 in order to extend the time for negotiation of a possible expanded collaboration agreement including co-marketing of Odyssey
products. This agreement also updates the parties revenue sharing arrangement in accordance with such extension.



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##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis should be read in conjunction with our financial statements and notes thereto included in this
report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2009. Operating results are not necessarily indicative of results that may occur in future periods.

This report includes various forward-looking statements that are subject to risks and uncertainties, many of which are beyond our
control. Our actual results could differ materially from those anticipated in these forward looking statements as a result of various factors, including those set forth in Item 1A Risk Factors and in our Annual Report on Form 10-K
for the year ended December 31, 2009. Forward-looking statements discuss matters that are not historical facts and include, but are not limited to, discussions regarding our operating strategy, sales and marketing strategy, regulatory strategy,
industry, economic conditions, financial condition, liquidity and capital resources and results of operations. Such statements include, but are not limited to, statements preceded by, followed by or that otherwise include the words
believes, expects, anticipates, intends, estimates, projects, can, could, may, will, would, or similar expressions.
For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not unduly rely on these forward-looking statements, which speak only as of
the date on which they were made. They give our expectations regarding the future, but are not guarantees. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events
or otherwise, unless required by law.

Overview

Stereotaxis designs, manufactures and markets an advanced cardiology instrument control system for use in a hospitals interventional
surgical suite to enhance the treatment of arrhythmias, coronary artery disease and peripheral vascular disease. The NIOBE system is designed to enable physicians to complete more complex interventional procedures by providing image guided delivery
of catheters and guidewires through the blood vessels and chambers of the heart to treatment sites. This is achieved using externally applied magnetic fields that govern the motion of the working tip of the catheter or guidewire, resulting in
improved navigation, efficient procedures and reduced x-ray exposure. In addition to the NIOBE system and its components, Stereotaxis also has developed the ODYSSEY Enterprise Solution which provides an innovative information backbone for managing,
controlling, recording and sharing procedures performed in interventional labs. The ODYSSEY workstation standardizes data integration for magnetic and standard interventional labs by enhancing the physician workflow through a consolidated display of
multiple systems and eliminating the challenge of interacting simultaneously with many separate diagnostic systems. ODYSSEY Enterprise Cinema then captures a complete record of synchronized procedure data that can be viewed live or from a
comprehensive archive of cases performed. Hospitals can also share procedures with other institutions providing a forum for defining clinical best practices across a broad spectrum of medical procedures. The core components of the NIOBE and the
ODYSSEY systems have received regulatory clearance in the U.S., Canada, Europe and various other countries.

Critical
Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are
based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses and related disclosures. We review our estimates and judgments on an on-going basis. We base our estimates and judgments on historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ from these estimates. We believe the following accounting policies are critical to the judgments and estimates we use in preparing our financial statements. For a complete listing of our
critical accounting policies, please refer to our Annual Report on Form 10-K for the year ended December 31, 2009.

Revenue Recognition

For arrangements with multiple deliverables, the Company allocates the total revenue to each deliverable based on the provisions of
general accounting principles for revenue recognition and multiple-deliverable revenue arrangements and recognizes revenue for each separate element as the criteria for revenue recognition are met. Each element is assigned an estimated selling price
using vendor-specific objective evidence, third party evidence, or managements estimate.



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##### Table of Contents

Under our revenue recognition policy, a portion of revenue for Niobe systems is recognized
upon delivery, provided that title has passed, there are no uncertainties regarding acceptance, persuasive evidence of an arrangement exists, the sales price is fixed and determinable, and collection of the related receivable is reasonably assured.
Beginning in the quarter ended March 31, 2010, revenue for certain Odyssey systems was recognized upon delivery due to the fact that third parties became qualified to perform installations. However, this change did not have a material impact on
revenue recognition for the three months ended March 31, 2010. Revenue is recognized for other types of Odyssey systems upon completion of installation, since there are no qualified third party installers. When installation is the
responsibility of the customer, revenue from system sales is recognized upon shipment since these arrangements do not include an installation element or right of return privileges. We may deliver systems to a non-hospital site at the customers
request. We evaluate whether delivery has occurred considering general accounting principles for revenue recognition with respect to bill and hold transactions. Amounts collected prior to satisfying the above revenue recognition criteria
are reflected as deferred revenue.

Revenue from services and license fees, whether sold individually or as a separate unit of
accounting in a multiple-deliverable arrangement, is deferred and amortized over the service or license fee period, which is typically one year. Revenue from services is derived primarily from the sale of annual product maintenance plans. We
recognize revenue from disposable device sales or accessories upon shipment and establish an appropriate reserve for returns. The return reserve, which is applicable only to disposable devices, is estimated based on historical experience which is
periodically reviewed and updated as necessary. In the past, changes in estimate have had only a de minimus effect on revenue recognized in the period. We believe that the estimate is not likely to change significantly in the future.

Costs of systems revenue include direct product costs, installation labor and other costs, estimated warranty costs, and initial training
and product maintenance costs. These costs are recorded at the time of sale. Costs of disposable revenue include direct product costs and are recorded at the time of sale. Cost of revenue from services and license fees are recorded when incurred.

Results of Operations

Comparison of the Three Months Ended March 31, 2010 and 2009

Revenue. Revenue decreased from $11.1 million for the three months ended March 31, 2009 to $10.6 million for the three months
ended March 31, 2010, a decrease of approximately 5%. Revenue from the sale of systems decreased from $6.9 million to $5.2 million, a decrease of approximately 24%, primarily due to a decrease in the number of NIOBE systems sold.
We recognized revenue on four NIOBE systems and a total of $0.8 million for ODYSSEY and CINEMA systems during the 2010 period, versus five NIOBE systems and a total of $0.9 million for
ODYSSEY and CINEMA systems during the 2009 period. Revenue from sales of disposable interventional devices, service and accessories increased to $5.4 million for the three months ended March 31, 2010 from $4.3
million for the three months ended March 31, 2009, an increase of approximately 26%. The increase was attributable to the increased base of installed systems, the resulting disposable sales and service contracts, as well as favorable pricing on
a next generation proprietary disposable.

Cost of Revenue.Cost of revenue decreased from $3.5 million for the three
months ended March 31, 2009 to $2.9 million for the three months ended March 31, 2010, a decrease of approximately 16%. Cost of revenue for systems sold decreased from $2.6 million for the three months ended March 31, 2009 to $2.1
million for the three months ended March 31, 2010, a decrease of approximately 19%, primarily due to the decrease in the number of NIOBE systems sold in the most recent quarter. Cost of revenue for disposables, service and
accessories decreased to $0.8 million during the 2010 period from $0.9 million during the 2009 period. As a percentage of our total revenue, overall gross margin improved to 72% for the three months ended March 31, 2010 compared to 69% during
the same three month period of the prior year, primarily due to a shift in revenue from system revenue to recurring revenue. Gross margin for disposables, service and accessories was 84% for the current quarter compared to 79% for the three months
ended March 31, 2009.

Research and Development Expenses. Research and development expenses increased slightly
from $3.3 million for the three months ended March 31, 2009 to $3.4 million for the three months ended March 31, 2010, an increase of approximately 2%. This increase was primarily due to an increase in development costs for certain new
product introductions.

Sales and Marketing Expenses. Sales and marketing expenses decreased from $7.5 million for the
three months ended March 31, 2009 to $6.7 million for the three months ended March 31, 2010, a decrease of approximately 10%. The decrease was primarily due to lower share-based compensation as a result of increased forfeitures.

General and Administrative Expenses.General and administrative expenses include regulatory, clinical, general
management and training expenses. General and administrative expenses decreased to $3.9 million from $4.0 million for the three months ended March 31, 2010 and 2009, respectively, a decrease of approximately 4%. This decrease was primarily due
to lower bad debt expense.



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##### Table of Contents

Other Income (Expense). Other income (expense) represents the change in market value
of certain warrants classified as a derivative and recorded as a current liability under general accounting principles for determining whether an instrument (or embedded feature) is indexed to an entitys own stock.

Interest Income. Interest income remained consistent at less than $0.1 million for the three months ended March 31, 2010 and
2009. There was a slight decrease in the balance from the prior year period due to lower invested balances.

Interest
Expense. Interest expense decreased to $0.6 million for the three months ended March 31, 2010 from $0.7 million for the three months ended March 31, 2009, primarily due to lower average balances outstanding.

Liquidity and Capital Resources

Liquidity refers to the liquid financial assets available to fund our business operations and pay for near-term obligations. These liquid
financial assets consist of cash and cash equivalents. At March 31, 2010 we had $24.5 million of cash and equivalents. We had working capital of approximately $4.1 million and $22.9 million as of March 31, 2010 and December 31, 2009,
respectively. The decrease in working capital is due principally to the reclassification of $11 million of debt from long-term to current during the period as well as the $6.1 million use of cash from operating activities.

The following table summarizes our cash flow by operating, investing and financing activities for each of three month periods ended
March 31, 2010 and 2009 (in thousands):



|                                                     |  |                             |        |   |      |   |         |  
|---------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------- | -
|                                                     |  | Three Months EndedMarch 31, |       
|                                                     |  | 2010                        |        |   | 2009 |  
|Cash Flow used in Operating Activities               |  | $                           | (6,092 | ) |      | $ | (10,417 | )
|Cash Flow used in Investing Activities               |  | $                           | (266   | ) |      | $ | (1,047  | )
|Cash Flow provided by (used in) Financing Activities |  | $                           | 324    |   |      | $ | (92     | )

Net cash used in
operating activities. We used approximately $6.1 million and $10.4 million of cash for operating activities during the three months ended March 31, 2010 and 2009, respectively. This decrease was driven by an improvement in our cash position
of operating assets and liabilities, which generated approximately $0.7 million during the three months ended March 31, 2010, compared to a use of cash of $4.1 million for the three months ended March 31, 2009. This was partially offset by
an increase in the net loss of $0.9 million.

Net cash used in investing activities. We used approximately $0.3 million
and $1.0 million of cash for purchases of equipment during the three months ended March 31, 2010 and 2009, respectively.

Net cash provided by (used in) financing activities. We generated approximately $0.3 million of cash for the three month period
ended March 31, 2010 compared to a use of cash of $0.1 million for the three month period ended March 31, 2009. This increase in cash generated was the result of additional exercises of stock options and stock appreciation rights.

Borrowing facilities

In December 2009, the Company amended its agreement with its primary lender to extend the maturity of the current working capital line of
credit from March 31, 2010 to March 31, 2011 and to increase the total availability under the line from $25 million to $30 million, retaining the $10 million sublimit for borrowings supported by guarantees from stockholders who are
affiliates of two members of its board of directors (Lenders) and considered to be related parties. Under the revised facility the Company is required to maintain a minimum tangible net worth as defined in the agreement.
Interest on the facility accrues at the rate of prime plus 0.5% subject to a floor of 6% for the amount under guarantee and prime plus 1.75% subject to a floor of 7% for the remaining amounts.

As of March 31, 2010, the Company had $10 million outstanding under the revolving line of credit and a current borrowing capacity of
$15.2 million based on the Companys collateralized assets, including amounts already drawn. As such, the Company had the ability to borrow an additional $5.2 million under the revolving line of credit at March 31, 2010. As of
March 31, 2010, the Company was in compliance with all covenants of the bank loan agreement and had no remaining availability on its Lender loan and guarantee.



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In June 2007, the Company entered into a term note due in June 2010 with its primary lender
for $2,000,000. The Company is required to make equal payments of principal and interest, at prime plus 1%, through June 2010.

The Revolving Credit Agreement and the Companys term notes (collectively, the Credit Agreements) are secured by
substantially all of the Companys assets. The Company is also required under the Credit Agreements to maintain its primary operating account and the majority of its cash and investment balances in accounts with the primary lender.

In July 2008, the Company and Biosense Webster entered into an amendment to their existing agreements relating to the development and
sale of catheters. Pursuant to the amendment, Biosense Webster agreed to pay to the Company $10.0 million as an advance on royalty amounts that were owed at the time the amendment was executed or would be owed in the future by Biosense Webster to
the Company pursuant to the royalty provisions of one of the existing agreements. The Company and Biosense Webster also agreed that an aggregate of up to $8.0 million of certain agreed upon research and development expenses that were owed at the
time the amendment was executed or may be owed in the future by the Company to Biosense Webster pursuant to the existing agreement would be deferred and will be due, together with any unrecouped portion of the $10.0 million royalty advance, on the
Final Payment Date (as defined below). Interest on the outstanding and unrecouped amounts of the royalty advance and deferred research and development expenses will accrue at an interest rate of the prime rate plus 0.75%. Outstanding royalty
advances and deferred research and development expenses and accrued interest thereon will be recouped by Biosense Webster by deductions from royalty amounts otherwise owed to the Company from Biosense Webster pursuant to the existing agreement. The
Company has the right to prepay any amounts due pursuant to the Amendment at any time without penalty. As of March 31, 2010, approximately $18.0 million had been advanced by Biosense Webster to the Company pursuant to the amendment. As of
March 31, 2010, $6.9 million of royalty payments owed by Biosense had been used to reduce the advances and the remaining approximately $12.5 million of amounts owed to Biosense Webster has been classified as debt in the accompanying balance
sheet including $4.0 million as short-term debt and $8.5 million as long-term debt. The Company recorded research and development expenses of $0.2 million and disposables, service and accessories revenue of $1.0 million for the three months ended
March 31, 2010, related to this agreement.

All funds owed by the Company to Biosense Webster must be repaid on the
sooner of December 31, 2011 or the date of an Accelerating Recoupment Event as defined below (the Final Payment Date). Commencing on May 15, 2010 the Company is required to make quarterly payments (the Supplemental
Payments) to Biosense Webster equal to the difference between the aggregate royalty payments recouped by Biosense Webster from the Company (other than royalty amounts attributable to Biosense Websters sales of irrigated catheters) in
such quarter and $1 million, until the earlier of (1) the date all funds owed by the Company to Biosense Webster pursuant to the Amendment are fully repaid or (2) the Final Payment Date. An Accelerating Recoupment Event means
any of the following: (i) the closing of any equity-based registered public financing transaction or in the event of convertible debt, the conversion of such debt into equity which raises at least $50 million for the Company; (ii) the
failure of the Company to make any Supplemental Payment; or (iii) a change of control of the Company (as defined in the amendment).

Cash flow

We expect to have negative cash flow from operations in 2010. Throughout 2010, we expect to continue the development and commercialization
of our existing products and, to a lesser extent, our research and development programs and the advancement of new products into clinical development. We expect that our sales and marketing expenditures and our general and administrative expenses
will increase in 2010 in order to support our product commercialization efforts. Until we can generate significant cash flow from our operations, we expect to continue to fund our operations with existing cash resources that were primarily generated
from the proceeds of our public offerings, private sales of our equity securities and working capital and equipment financing loans. In the future, we may finance future cash needs through the sale of other equity securities, strategic collaboration
agreements and debt financings. We cannot accurately predict the timing and amount of our utilization of capital, which will depend on a number of factors outside of our control.

While we believe our existing cash, cash equivalents and borrowing facilities will be sufficient to fund our operating expenses and
capital equipment requirements through the next 12 months, we cannot assure that we will not require additional financing before that time. We also cannot assure that such additional financing will be available on a timely basis on terms acceptable
to us or at all, or that such financing will not be dilutive to our stockholders. If adequate funds are not available to us, we could be required to delay development or commercialization of new products, to license to third parties the rights to
commercialize products or technologies that we would otherwise seek to commercialize ourselves or to reduce the sales, marketing, customer support or other resources devoted to our products, any of which could have a material adverse effect on our
business, financial condition and results of operations.



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Off-Balance Sheet Arrangements

We do not currently have, nor have we ever had, any relationships with unconsolidated entities or financial partnerships, such as entities
often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in
trading activities involving non-exchange traded contracts. As a result, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Foreign Exchange Risk

We operate mainly in the U.S., Europe and Asia and we expect to continue to sell our products both within and outside of the U.S. Although
the majority of our revenue and expenses are transacted in U.S. dollars, a portion of our activities are conducted in Euros and to a lesser extent, in other currencies. As such, we have foreign exchange exposure with respect to non-U.S. dollar
revenues and expenses as well as cash balances, accounts receivable and accounts payable balances denominated in non-US dollar currencies. Our international activities are subject to risks typical of international activities, including, but not
limited to, differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility. Future fluctuations in the value of these currencies may affect the price
competitiveness of our products. In addition, because we have a relatively long installation cycle for our systems, we will be subject to risk of currency fluctuations between the time we execute a purchase order and the time we deliver the system
and collect payments under the order, which could adversely affect our operating margins. As of March 31, 2010 we have not hedged exposures in foreign currencies or entered into any other derivative instruments.

For the three months ended March 31, 2010, sales denominated in foreign currencies were approximately 11% of total revenue and as
such, our revenue would have decreased by approximately $0.1 million if the U.S. dollar exchange rate used would have strengthened by 10%. For the three months ended March 31, 2010, expenses denominated in foreign currencies were approximately
14% of our total expenses and as such, our operating expenses would have decreased by approximately $0.2 million if the U.S. dollar exchange rate used would have strengthened by 10%. In addition, we have assets and liabilities denominated in foreign
currencies. A 10% strengthening of the U.S. dollar exchange rate against all currencies with which we have exposure at March 31, 2010 would not have materially affected the carrying amounts of those net assets.

Interest Rate Risk

We have exposure to interest rate risk related to our investment portfolio. The primary objective of our investment activities is to
preserve principal while at the same time maximizing the income we receive from our invested cash without significantly increasing the risk of loss. Our interest income is sensitive to changes in the general level of U.S. interest rates. When
appropriate, we invest our excess cash primarily in U.S. government securities and marketable debt securities of financial institutions and corporations with strong credit ratings. These instruments generally have maturities of two years or less
when acquired. We do not utilize derivative financial instruments, derivative commodity instruments or other market risk sensitive instruments, positions or transactions. Accordingly, we believe that while the instruments we typically purchase are
subject to changes in the financial standing of the issuer of such securities, we are not subject to any material risks arising from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices or other market changes
that affect market risk sensitive instruments.

We have exposure to market risk related to any investments we might hold.
Market liquidity issues might make it impossible for the Company to liquidate its holdings or require that the Company sell the securities at a substantial loss. As of March 31, 2010, the Company did not hold any investments.

We have exposure to interest rate risk related to our borrowings as the interest rates for certain of our outstanding loans are subject
to increase should the interest rate increase above a defined percentage. However, because our outstanding debt is subject to minimum interest rates ranging from 5.75% to 7.0%, a hypothetical increase in interest rates of 100 basis points would have
resulted in no increase in interest expense for the three months ended March 31, 2010.

Inflation Risk

We do not believe that inflation has had a material adverse impact on our business or operating results during the periods
covered by this report.



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|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Disclosure Controls and Procedures: The Companys management, with the participation of the Companys Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
Exchange Act)), as of the end of the period covered by this report. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management
is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the Companys Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of
such period, the Companys disclosure controls and procedures were effective.

Changes In Internal Control Over
Financial Reporting: The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of the Companys internal control over financial reporting to
determine whether any changes occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting. Based on that evaluation,
there has been no such change during the period covered by this report.



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STEREOTAXIS, INC.

PART II  OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

We are
involved from time to time in various lawsuits and claims arising in the ordinary course of business. Although the outcomes of these lawsuits and claims are uncertain, we do not believe any of them will have a material adverse effect on our
business, financial condition or results of operations.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

Our Risk
Factors are discussed in our Annual Report on Form 10-K for the year ended December 31, 2009.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------



|                  |  |                                                |  |                                       |  |                                                                                          |  |                                                                                                                   
|----------------- |  | ---------------------------------------------- |  | ------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------
|Period            |  | Total Number of Shares (orUnits) Purchased
(1) |  | Average Price Paidper Share (or Unit) |  | Total Number of Shares (orUnits) Purchased as Part ofPublicly Announced Plansor
Programs |  | Maximum Number (orApproximate Dollar Value)of Shares (or Units) thatMay Yet Be PurchasedUnder the
Plans orPrograms
|February 17, 2010 |  | 55,398                                         |  | 4.67                                  |  |                                                                                         |  |                                                                                                                  
|Total             |  | 55,398                                         |  | 4.67                                  |  |                                                                                         |  |                                                                                                                  



|(1) | Shares withheld from employee bonuses equal to the Companys applicable tax withholding obligation for each individual.
|--- | -----------------------------------------------------------------------------------------------------------------------



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



|ITEM 4. | [RESERVED]
|------- | ----------

None.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None.



|ITEM 6. | EXHIBITS
|------- | --------

Exhibits: See
Exhibit Index herein



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STEREOTAXIS, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

|                  |  |  |  |                                |  |                                             
|----------------- |  |  |  | ------------------------------ |  | --------------------------------------------
|                  |  |  |  | STEREOTAXIS, INC.
(Registrant)
|                  |  |  | 
|Date: May 7, 2010 |  |  |  | By:                            |  | /s/     MICHAEL P. KAMINSKI                 
|                  |  |  |  |                                |  | Michael P. Kaminski,
Chief Executive Officer
|                  |  |  |  |                                |  |                                             
|Date: May 7, 2010 |  |  |  | By:                            |  | /s/     DANIEL J.
JOHNSTON                  
|                  |  |  |  |                                |  | Daniel J. Johnston,
Chief Financial Officer 



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EXHIBIT INDEX



|       |  |                                                                                                                                         
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                             
|       | 
|3.1(1) |  | Restated Certificate of Incorporation of the Company                                                                                    
|       | 
|3.2(1) |  | Restated Bylaws of the Company                                                                                                          
|       | 
|10.1  |  | Fourth Amendment to the Development Alliance and Supply Agreement with Biosense Webster, Inc. (filed herewith)                          
|       | 
|31.1   |  | Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Chief Executive Officer).
|       | 
|31.2   |  | Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Chief Financial Officer).
|       | 
|32.1   |  | Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Chief Executive Officer).            
|       | 
|32.2   |  | Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Chief Financial Officer).            



|(1) | This exhibit was previously filed as an exhibit to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (filed
November 12, 2004) (File No. 000-50884), and is incorporated herein by reference.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Confidential treatment granted as to certain portions, which portions are omitted and filed separately with the Securities and Exchange Commission.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------



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