UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549










FORM
10-K/AAmendment No. 1










(MARK
ONE)



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2019



OR



|[  ] | 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 001-36159










STEREOTAXIS,
INC.

(Exact
name of the Registrant as Specified in its Charter)










|DELAWARE                                                                               |  | 94-3120386                                                     
|-------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------
|(State
        or Other Jurisdiction of
        Incorporation
        or Organization) |  | (I.R.S.
        Employer
        Identification
        Number)



4320
Forest Park Avenue, Suite 100

St.
Louis, MO 63108

(Address
of Principal Executive Offices including Zip Code)



(314)
678-6100

(Registrant’s
Telephone Number, Including Area Code)



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class                      |  | Trading
    Symbol(s) |  | Name
    of each exchange on which registered
|-------------------------------------------- |  | --------------------- |  | ---------------------------------------------
|Common
    Stock, par value $0.001 per share |  | STXS                  |  | NYSE
    American LLC                        



Securities
registered pursuant to Section 12(g) of the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]
No [X]



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 for 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. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes [X] No [  ]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer [  ] |  | Accelerated
    filer [X] |  | Non-accelerated
    filer [  ] |  | Smaller
    reporting company [X]
|-------------------------------- |  | ------------------------- |  | ------------------------------ |  | ---------------------------------
|Emerging
    growth company [  ] |  |                           |  |                                |  |                                  



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]



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



The
aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on the last business day
of the registrant’s most recently completed second fiscal quarter (based on the closing sales prices on the OTCQX on June
30, 2019) was approximately $112.4 million.



The
number of outstanding shares of the registrant’s common stock on February 29, 2020 was 69,033,391.



DOCUMENTS
INCORPORATED BY REFERENCE



Portions
of the Proxy Statement for the registrant’s 2020 Annual Meeting of Shareholders are incorporated by reference in Part III,
Items 10, 11, 12, 13 and 14.


















EXPLANATORY
NOTE



Stereotaxis,
Inc. (“we” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”)
to its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Original Form 10-K Filing”), which
was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2020, solely to include
the correct version of Exhibit 4.7, Description of Registrant’s securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934. The Company inadvertently filed an incorrect version of Exhibit 4.7 with the Original Form 10-K Filing.
This Amendment also includes new certifications by our principal executive officer and principal financial officer as required
by Item 15 of Part IV.



Except
as expressly set forth herein, this Amendment does not reflect events occurring after the date of the Original Form 10-K Filing
or modify or update any of the other disclosures contained therein in any way other than as required to reflect the amendments
referred to above. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K Filing and the Company’s
other filings with the SEC.



2







PART
IV



|ITEM
    15. | EXHIBITS
    AND FINANCIAL STATEMENT SCHEDULES
|------------ | ----------------------------------------------



| | (a) | The
    following documents are filed as part of this Annual Report on Form 10-K
| | --- | --------------------------------------------------------------------------------



| | (3) | Exhibits
| | --- | --------



EXHIBIT
INDEX



|Number |  | Description                                                                                                                             
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                         
|4.7    |  | Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.                        
|       |  |                                                                                                                                         
|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).



3







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:
    April
    9, 2020 | By:                                           
|                            |                                               



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.



|Signature                 |  | Title                                                              |  | Date             
|------------------------- |  | ------------------------------------------------------------------ |  | -----------------
|                          |  |                                                                    |  |                  
|/s/
    David L. Fischel  |  | Chairman
    of the Board of Directors and Chief Executive Officer |  | April
    9, 2020
|David
    L. Fischel      |  | (principal
    executive officer)                                  |  |                  
|                          |  |                                                                    |  |                  
|/s/
    Kimberly R. Peery |  | Chief
    Financial Officer                                        |  | April
    9, 2020
|Kimberly
    R. Peery     |  | (principal
    financial officer and principal accounting officer) |  |                  
|                          |  |                                                                    |  |                  
|*                         |  | Director                                                           |  | April
    9, 2020
|David
    W. Benfer       |  |                                                                    |  |                  
|                          |  |                                                                    |  |                  
|*                         |  | Director                                                           |  | April
    9, 2020
|Nathan
    Fischel        |  |                                                                    |  |                  
|                          |  |                                                                    |  |                  
|*                         |  | Director                                                           |  | April
    9, 2020
|Joe
    Kiani             |  |                                                                    |  |                  
|                          |  |                                                                    |  |                  
|*                         |  | Director                                                           |  | April
    9, 2020
|Arun
    Menawat          |  |                                                                    |  |                  
|                          |  |                                                                    |  |                  
|*                         |  | Director                                                           |  | April
    9, 2020
|Robert
    J. Messey      |  |                                                                    |  |                  
|                          |  |                                                                    |  |                  
|*                         |  | Director                                                           |  | April
    9, 2020
|Ross
    B. Levin         |  |                                                                    |  |                  



|By: | /s/
    Kimberly R. Peery                          |  |  |  | 
|--- | -------------------------------------------------- |  |  |  | 
|    | Kimberly
        R. Peery
        Attorney-in-fact |  |  |  | 



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