UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
STEREOTAXIS, Inc.
(Name of Issuer)
Common
Stock, $0.001 par value
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP
No. 85916J409
1 |
Name of Reporting
Person
Redmile Group, LLC |
2 |
Check the
Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨ |
3 |
SEC Use Only
|
4 |
Citizenship
or Place of Organization
Delaware |
number
of
shares
beneficially
owned by
each
reporting
person with |
5 |
Sole Voting
Power
0 |
6 |
Shared Voting
Power
3,402,443 (1) |
7 |
Sole
Dispositive Power
0 |
8 |
Shared Dispositive
Power
3,402,443 (1) |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,402,443 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11 |
Percent of
Class Represented by Amount in Row (9)
4.2%(2) |
12 |
Type of Reporting
Person (See Instructions)
IA, OO |
|
|
|
|
(1)
Redmile Group, LLC’s beneficial ownership of the Issuer’s common stock (“Common Stock”) is comprised
of 3,402,443 shares of Common Stock held by certain private investment vehicles and/or sub-advised accounts managed by Redmile Group,
LLC (collectively, the “Redmile Funds”), which shares of Common Stock may be deemed beneficially owned by Redmile Group,
LLC as investment manager of the Redmile Funds. Jeremy C. Green serves as the principal of Redmile Group, LLC and also may be deemed
to be the beneficial owner of these shares. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except
to the extent of its or his pecuniary interest in such shares, if any.
(2) Percentage based on
80,884,561 shares of Common Stock issued and outstanding as of October 31, 2023, as reported by the Issuer in its Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2023 filed with the SEC on November 13, 2023 (the “Form
10-Q”).
CUSIP No. 85916J409
1 |
Name of Reporting
Person
Jeremy C. Green |
2 |
Check the
Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨ |
3 |
SEC Use Only
|
4 |
Citizenship
or Place of Organization
United Kingdom |
number
of
shares
beneficially
owned by
each
reporting
person with
|
5 |
Sole Voting
Power
0 |
6 |
Shared Voting
Power
3,402,443 (3) |
7 |
Sole
Dispositive Power
0 |
8 |
Shared Dispositive
Power
3,402,443 (3) |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,402,443 (3) |
10 |
Check if
the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11 |
Percent of
Class Represented by Amount in Row (9)
4.2%(4) |
12 |
Type of Reporting
Person (See Instructions)
IN, HC |
|
|
|
|
(3) Jeremy C. Green’s
beneficial ownership of Common Stock is comprised of 3,402,443 shares of Common Stock held by certain Redmile Funds, which shares of
Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Funds. Jeremy C. Green
serves as the principal of Redmile Group, LLC and also may be deemed to be the beneficial owner of these shares. Redmile Group, LLC
and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such
shares, if any.
(4) Percentage based on 80,884,561
shares of Common Stock issued and outstanding as of October 31, 2023, as reported by the Issuer in its Form 10-Q.
Item 1.
Stereotaxis, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
710 North Tucker Boulevard, Suite 110
St. Louis, MO 63101
Item 2.
| (a) | Names of Persons Filing |
Redmile Group, LLC
Jeremy C. Green
| (b) | Address of Principal Business office or, if None, Residence |
Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Jeremy C. Green
c/o Redmile Group, LLC (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
| (d) | Title of Class of Securities |
Common Stock, $0.001 par value
85916J409
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a: |
| (a) | ¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ¨ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | x |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | x |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | ¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ¨ |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ |
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________ |
| (a) | Amount beneficially owned: |
Redmile Group, LLC – 3,402,443 (1)
Jeremy C. Green – 3,402,443 (1)
Redmile Group, LLC – 4.2% (2)
Jeremy C. Green – 4.2% (2)
| (c) | Number of shares as to which Redmile Group, LLC has: |
| (i) | Sole power to vote or to direct the vote: |
0
| (ii) | Shared power to vote or to direct the vote: |
3,402,443
(1)
| (iii) | Sole power to dispose or to direct the disposition of: |
0
| (iv) | Shared power to dispose or to direct the disposition of: |
3,402,443
(1)
Number of shares as to which Jeremy C. Green has:
| (i) | Sole power to vote or to direct the vote: |
0
| (ii) | Shared power to vote or to direct the vote: |
3,402,443
(1)
| (iii) | Sole power to dispose or to direct the disposition of: |
0
| (iv) | Shared power to dispose or to direct the disposition of: |
3,402,443
(1)
(1) Redmile
Group, LLC’s and Jeremy C. Green’s beneficial ownership of the Issuer’s Common Stock is comprised of 3,402,443 shares
of Common Stock held by certain Redmile Funds, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as
investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal
of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent
of its or his pecuniary interest in such shares, if any.
(2) Percentage
based on 80,884,561 shares of Common Stock issued and outstanding as of October 31, 2023, as reported by the Issuer in its Form 10-Q.
Item 5. | Ownership of Five Percent or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following x
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
N/A.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
or Control Person. |
See the response to Item 4.
| Item 8. | Identification and Classification of Members of the Group. |
N/A.
| Item 9. | Notice of Dissolution of Group. |
N/A.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in
connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
| Name: Jeremy C. Green |
| Title: Managing Member |
| |
| /s/ Jeremy C. Green |
| Jeremy C. Green |
Exhibit 99.1
Joint Filing Agreement
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all
amendments thereto, the “Schedule 13G”) relating to the Common Stock, $0.001 par value per share, of Stereotaxis, Inc.,
which may be deemed necessary pursuant to Regulation 13D or 13G promulgated under the Exchange Act.
The
undersigned further agree that each party hereto is responsible for the timely filing of the Schedule 13G, and for the accuracy
and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy
or completeness of the information concerning any other party, unless such party knows or has a reason to believe that such information
is inaccurate.
It is understood and agreed
that a copy of this Joint Filing Agreement shall be attached as an exhibit to the Schedule 13G, filed on behalf of each of the parties
hereto.
IN
WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of the 14th day of February, 2024.
|
REDMILE GROUP, LLC |
|
|
|
/s/ Jeremy C. Green |
|
Name: Jeremy C. Green |
|
Title: Managing Member |
|
|
|
/s/ Jeremy C. Green |
|
JEREMY C. Green |
Grafico Azioni Stereotaxis (AMEX:STXS)
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Da Mag 2024 a Giu 2024
Grafico Azioni Stereotaxis (AMEX:STXS)
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Da Giu 2023 a Giu 2024