EX-4.1



 Exhibit 4.1 

NUMBER OF WARRANTS:
                     
 THE
TERMS AND CONDITIONS OF THE WARRANTS OFFERING ARE SET FORTH IN 
 THE COMPANY’S PROSPECTUS SUPPLEMENT 

DATED SEPTEMBER 4, 2015 (THE “PROSPECTUS”) AND ARE INCORPORATED 

HEREIN BY REFERENCE. 
 COPIES OF
THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM 
 BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE WARRANTS AGENT. 

Stereotaxis, Inc. 

Incorporated under the laws of the State of Delaware 

TRANSFERABLE SUBSCRIPTION WARRANTS CERTIFICATE 

Evidencing Transferable Subscription Warrants to Purchase Shares of Common Stock 

of Stereotaxis, Inc. 
 Subscription
Price: $1.10 per Share 
 THE SUBSCRIPTION WARRANTS WILL EXPIRE IF NOT EXERCISED ON OR 

BEFORE 5:00 P.M., EASTERN TIME, 

ON SEPTEMBER 30, 2015 UNLESS EXTENDED BY STEREOTAXIS, INC. 

REGISTERED OWNER: 
 THIS CERTIFIES THAT the registered owner
whose name is inscribed hereon is the owner of the number of transferable subscription warrants (“Warrants”) set forth above. Each whole Warrant entitles the holder thereof to subscribe for and purchase one share of Common Stock,
par value $0.001 per share, of Stereotaxis, Inc., a Delaware corporation, at a subscription price of $1.10 per share (the “Subscription Privilege”), pursuant to a warrants offering (the “Warrants Offering”), on the terms and
subject to the conditions set forth in the Prospectus and the “Instructions as to Use of Stereotaxis, Inc. Warrants Certificates” accompanying this Subscription Warrants Certificate. If any shares of Common Stock available for purchase in
the Warrants Offering are not purchased by other holders of Warrants pursuant to the exercise of the Subscription Privilege (the “Excess Shares”), any Warrants holder that exercises its Subscription Privilege in full may subscribe for a
number of Excess Shares pursuant to the terms and conditions of the Warrants Offering, subject to proration and certain limitations and allocations, as described in the Prospectus (the “Over-Subscription Privilege”). The Warrants
represented by this Subscription Warrants Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each share of Common Stock in
accordance with the “Instructions as to Use of Stereotaxis, Inc. Warrants Certificates” that accompany this Subscription Warrants Certificate. 

This Subscription Warrants Certificate is not valid unless countersigned by the subscription agent and registered by the registrar. Witness the seal of
Stereotaxis, Inc. and the signatures of its duly authorized officers. 
 Dated: 
  

			
	  
	    	  

	 Chairman
	    	Secretary








 DELIVERY OPTIONS FOR SUBSCRIPTION WARRANTS CERTIFICATE 

Delivery other than in the manner or to the addresses listed below will not constitute valid delivery. 

By hand or overnight courier: 

Broadridge Corporate Issuer Solutions, Inc. 

Attn: BCIS IWS 
 51 Mercedes Way

 Edgewood, NY 11717 
 By
mail:* 
 Broadridge Corporate Issuer Solutions, Inc. 

Attn: Re-Organization Dept., P.O. Box 1317 

Brentwood, NY 11717. 
  

	*	If your chosen delivery method is USPS Priority Mail or USPS Registered Mail, you must utilize the overnight courier address. 


PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY. 

FORM 1-EXERCISE OF SUBSCRIPTION PRIVILEGE 
 To subscribe
for shares pursuant to your Subscription Privilege, please complete lines (a) and (c) and sign under Form 4 below. To subscribe for shares pursuant to your Over-Subscription Privilege, please also complete line (b) and sign under Form
4 below. To the extent you subscribe for more Shares than you are entitled under either the Subscription Privilege or the Over-Subscription Privilege, you will be deemed to have elected to purchase the maximum number of Shares for which you are
entitled to subscribe under the Subscription Privilege or Over-Subscription Privilege, as applicable. 
  

	(a)	EXERCISE OF SUBSCRIPTION PRIVILEGE: 

  

											
	 I apply for
	 	 	  	shares x $	 	 	 	= $	 	 
			
	 (no. of new shares)
	  	(subscription price)	 	(amount enclosed)

  

	(b)	EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE 

  

											
	 I apply for
	 	 	  	shares x $	 	 	 	= $	  	 

  

	(c)	Total Amount of Payment Enclosed = $________________ 


  
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 METHOD OF PAYMENT (CHECK ONE) 
  

	 ̈	Certificate check draft drawn on a U.S. bank, or postal telegraphic or express payable to “Broadridge Corporate Issuer Solutions, Inc., as Warrants Agent.” 


 

	 ̈	Wire transfer of immediately available funds according to the following instructions, with reference to the warrant holder’s name: 


Bank Name: U.S. Bank 
 ABA/Routing
Number: 123000848 
 International/Swift Code: USBKUS44IMT 

Address: 800 Nicollet Mall 

            Minneapolis, MN 55402 USA 

Beneficiary Account Name: Broadridge 

Account Number: 153910728465 

FCC: Broadridge FBO Stereotaxis, Inc. 

FFC: a/c 153910726998 
 FORM 2-TRANSFER TO
DESIGNATED TRANSFEREE 
 To transfer your Warrants to another person, complete this Form 2 and have your signature guaranteed under Form 6. 

For value received,                      of the Warrants
represented by this Subscription Warrants Certificate are assigned to: 
  

							
				
	 	 	 	  	 	  	
				
	 	 	 	  	 	  	
			
	 Social Security #
	  	 	  	
			
	 Signature(s):
	 	 	  	

 IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Warrants
Certificate in every particular, without alteration or enlargement, or any other change whatsoever. 
 FORM 3-DELIVERY TO DIFFERENT ADDRESS 

If you wish for the Common Stock underlying your Warrants, a certificate representing unexercised Warrants or the proceeds of any sale of Warrants to be
delivered to an address different from that shown on the face of this Subscription Warrants Certificate, please enter the alternate address below, sign under Form 4 and have your signature guaranteed under Form 6. 

 

							
				
	 	 	 	  	 	  	
				
	 	 	 	  	 	  	
			
	 	  	 	  	

 FORM 4-SUBSCRIPTION AUTHORIZATION: I acknowledge that I have received the Prospectus for the Warrants Offering and I
hereby irrevocably subscribe for the number of shares of Common Stock indicated above on the terms and conditions set forth in the Prospectus. 
  

							
				
	 	 	 	  	 	  	
		
	Signature of Subscriber (s)	  	


  
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 FORM 5-ACKNOWLEDGEMENT: 

I acknowledge receipt of the Prospectus and understand that, after delivery to Broadridge Corporate Issuer Solutions, Inc., as Warrants Agent, I may not modify
or revoke the subscription for shares indicated in this Subscription Warrants Certificate. Under penalties of perjury, I certify that the information contained herein, including the social security number or taxpayer identification number given
above, is correct. 
 The signature below must correspond with the name of the registered holder exactly as it appears on the books of the Company’s
transfer agent without any alteration or change whatsoever. 
  

			
	 Signature of Registered Holder
	 	 
		
	 Date
	 	 

 If signature is by a trustee(s), executor(s), administrator(s), attorney(s)-in-fact, officer(s) of a corporation or another
acting in a fiduciary or representative capacity, please provide the following information (please print). 
  

			
	 Name: Capacity:
	 	 
		
	 Soc. Sec. #/Tax ID#:    
	 	 
		
	 Address
	 	 
		
	 Phone
	 	 

 FORM 6-GUARANTEE OF SIGNATURES: All Warrants holders who specify special or delivery instructions must have their
signatures guaranteed by an Eligible Guarantor Institution, as defined in Rule 17Ad-15 of the Securities and Exchange Act of 1934, as amended. 
  

			
	Signature Guaranteed:
	
	(Name of Bank or Firm)
		
	By:	 	 
		 	            (Signature of Officer)

 IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings &
loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. 

FOR INSTRUCTIONS ON THE USE OF STEREOTAXIS, INC. SUBSCRIPTION WARRANTS 

CERTIFICATES, CONSULT BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE WARRANT 

AGENT, AT 855-300-4994. 

  
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