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Stereotaxis to Raise $20 Million in Registered Direct Offering of Common Stock and Warrants

Tuesday, December 30, 2008 General News J E 4
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ST. LOUIS, Dec. 29 Stereotaxis, Inc.(Nasdaq: STXS) today announced it has entered into definitive agreements withnew and existing institutional investors to raise gross proceeds of $20million through the sale of common stock and warrants in two separateconcurrent transactions. A portion of the warrants sold will expire in sixmonths. If exercised in full, these warrants would provide an additionalapproximately $10 million in gross proceeds from the sale of common stock at aprice of $4.65 per share.

In one transaction, affiliates of Sanderling Venture Partners and AlafiCapital Company (the "Affiliates") have entered into a definitive agreement topurchase an aggregate of 2,024,260 shares of common stock, par value $0.001per share (the "Common Stock"), and warrants to purchase up to 4,859,504shares of Common Stock for a purchase price of approximately $4.94 per unit,in a registered direct offering for gross proceeds of $10 million, beforededucting estimated offering expenses. The warrants are exercisable at $4.64per share, are exercisable on or after the date immediately following the sixmonth anniversary of their issuance and have a five year term from thatinitial exercisability date. Affiliates of Sanderling Venture Partners andAlafi Capital Company are existing shareholders of the Company and members ofthe Company's Board of Directors.

Separately, Stereotaxis has entered into a definitive agreement withselected institutional investors to sell 2,389,877 shares of the Common Stockand warrants to purchase up to 4,623,971 shares of the Common Stock at thenegotiated price of $4.18 per unit, in a registered direct offering for grossproceeds of approximately $10 million, before deducting placement agent feesand estimated offering expenses. Warrants to purchase up to 2,831,563 sharesexpire prior to June 30, 2009. Of these warrants, 2,148,739 have an exerciseprice of $4.65 per share, and the remaining 682,824 have an exercise price of$.001 per share and are exercisable conditioned on the trading price of theCommon Stock during certain periods ending prior to May 30, 2009. Warrants topurchase 1,792,408 at an exercise price of $5.11 per share are exercisable onor after the date immediately following the six month anniversary of theirissuance and have a five year term from that initial exercisability date.

The closing of these offerings is expected to take place on or aboutDecember 30, 2008, subject to the satisfaction of customary closingconditions. Deutsche Bank Securities Inc. served as the sole placement agentfor the institutional investor offering.

In connection with these transactions, the Company and the Affiliates haveagreed to amend their prior $20 million loan commitment to provide forextension of $10 million of this commitment through March 31, 2010, ifexercised by the Company, in exchange for additional warrant coverage.

The Company currently intends to use the net proceeds from these offeringfor working capital and other general corporate purposes.

The Common Stock and Warrants described above are being offered by theCompany only by means of a prospectus. Copies of the final prospectussupplements and accompanying base prospectus relating to these offerings canbe obtained at the SEC's website at http://www.sec.gov or from Deutsche BankSecurities Inc. at 60 Wall Street, 4th Floor, New York, NY 10005. Thesecurities in these transactions were offered by the Company pursuant to aneffective shelf registration statement and a registration statement filedpursuant to Rule 462(b) promulgated under the Securities Act of 1933, asamended. This press release shall not constitute an offer to sell or thesolicitation of an offer to buy these securities, nor shall there be any saleof these securities in any state or jurisdiction in which such offer,solicitation or sale would be unlawful prior to registration or qualificationunder the securities laws of any such state or jurisdiction.

About Stereotaxis

Stereotaxis designs, manufactures and markets an advanced cardiologyinstrument control system for use in a hospital's interventional surgicalsuite to enhance the treatment of coronary artery disease and arrhythmias. TheStereotaxis System is designed to enable physicians to complete more complexinterventional procedures by providing image guided delivery of catheters andguidewires through the blood vessels and chambers of the heart to treatmentsites. This is achieved using computer-controlled, externally applied magneticfields that govern the motion of the working tip of the catheter or guidewire,resulting in improved navigation, shorter procedure time and reduced x-rayexposure. The core components of the Stereotaxis system have receivedregulatory clearance in the U.S., Europe and Canada.

Forward-looking statements

This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe," "estimate,""project," "expect" or similar expressions. Forward-looking statementsinherently involve risks and uncertainties that could cause actual results todiffer materially from the forward-looking statements. Factors that wouldcause or contribute to such differences include, but are not limited to,continued acceptance for the Company's products in the marketplace,competitive factors, changes in government reimbursement procedures,dependence upon third-party vendors, and other risks discussed in theCompany's periodic and other filings with the Securities and ExchangeCommission. By making these forward-looking statements, the Company undertakesno obligation to update these statements for revisions or changes after thedate of this release. There can be no assurance that the Company willrecognize revenue related to its purchase orders and other commitments in anyparticular period or at all because some of these purchase orders and othercommitments are subject to contingencies that are outside of the Company'scontrol. In addition, these orders and commitments may be revised, modified orcanceled, either by their express terms, as a result of negotiations, or byproject changes or delays.

SOURCE Stereotaxis, Inc.
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