मूलभूत आँकड़े
| CIK | 1933567 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to NeurAxis, Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| September 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 29, 2025 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Num |
|
| September 2, 2025 |
AT THE MARKET OFFERING AGREEMENT Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT August 29, 2025 Craig-Hallum Capital Group LLC 323 N. Washington Ave., Suite 300 Minneapolis, Minnesota 55401 Ladies and Gentlemen: Neuraxis, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC (the “Manager”) as follows: 1. Definitions. The terms that fo |
|
| August 29, 2025 |
NEURAXIS, INC. Up to $3,300,000 Shares of Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-283798 PROSPECTUS SUPPLEMENT (To prospectus dated February 11, 2025) NEURAXIS, INC. Up to $3,300,000 Shares of Common Stock We have entered into an at the market offering agreement (the “Sales Agreement”) with Craig-Hallum Capital Group LLC (the “Sales Agent” or “Craig-Hallum”), pursuant to which we may, from time to time, issue and sell shares |
|
| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30. 2025 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 001-41775 NEURAXIS, I |
|
| July 3, 2025 |
Termination Agreement, dated July 1, 2025, by and between Neuraxis, Inc. and Masimo Corporation Exhibit 10.1 TERMINATION AGREEMENT This Termination Agreement (this “Agreement”) is made and entered into as of July 1, 2025 (the “Effective Date”), by and between Masimo Corporation, a Delaware corporation (“Masimo”) and Neuraxis, Inc., a Delaware corporation (formerly known as Innovative Health Solutions, Inc.) (“Neuraxis”), (each of Masimo and Neuraxis are referred to herein as a “Party” and, c |
|
| July 3, 2025 |
Neuraxis, Inc. 2025 Employee Stock Purchase Plan Exhibit 10.2 Employee Stock Purchase Plan (“ESPP”) NEURAXIS, INC. 2025 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE Compensation Committee Of THE BOARD OF DIRECTORS: July 1, 2025 APPROVED BY THE STOCKHOLDERS: , 202 EFFECTIVE DATE: July 1, 2025 1. General; Purpose. (a) The Plan provides a means by which Eligible Employees of the Company may be given an opportunity to purchase shares of Common Stock. |
|
| July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2025 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Number |
|
| June 4, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2025 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Number |
|
| May 28, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2025 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Number |
|
| May 28, 2025 |
Neuraxis, Inc. Investor Presentation (May 2025) Exhibit 99.1 |
|
| May 22, 2025 |
NEURAXIS, INC. 1,538,461 Shares of Common Stock PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (to Prospectus dated February 11, 2025) Registration No. |
|
| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2025 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Number |
|
| May 22, 2025 |
NeurAxis Announces $5.0 Million Registered Direct Offering Exhibit 99.1 NeurAxis Announces $5.0 Million Registered Direct Offering CARMEL, Ind., May 21, 2025 (GLOBE NEWSWIRE) — NeurAxis, Inc. (“NeurAxis,” or the “Company”) (NYSE American: NRXS), a medical technology company commercializing neuromodulation therapies addressing chronic and debilitating conditions in children and adults, today announced that it has entered into definitive agreements for the |
|
| May 22, 2025 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 20, 2025, between Neuraxis, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
|
| May 21, 2025 |
Settlement Agreement and Mutual Release, dated May 15, 2025 Exhibit 10.1 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (“Agreement”) is entered into by and among (1) Ritu Bhambhani, M.D. (“Dr. Bhambhani”), (2) Sudhir Rao, M.D. (“Dr. Rao”), (3) Ritu Bhambhani, LLC d/b/a Complete Care of Maryland (“Bhambhani LLC”), (4) Box Hill Surgery Center LLC (“Box Hill”), (5) Pain and Spine Specialists of Maryland, LLC (“Pain & Spi |
|
| May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Number |
|
| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 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 001-41775 NEURAXIS, |
|
| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St |
|
| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy S |
|
| April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S |
|
| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 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: 001-41775 Neuraxis, Inc. (Exact na |
|
| March 20, 2025 |
Description of the Company’s Securities Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES General As of March 13, 2025, Neuraxis, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $0.001 per share. The following description summarizes the most important terms of our common stock. This summary does not purport |
|
| March 20, 2025 |
Exhibit 19.1 Neuraxis, Inc. POLICY ON INSIDER TRADING This Insider Trading Policy (“Policy”) sets forth the policies of Neuraxis, Inc. (the “Company”) on trading and causing the trading of securities while in possession of confidential information. Purpose The Board of Directors of the Company has adopted this Policy to provide guidance to the Company’s directors, officers, and employees about tra |
|
| February 12, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-283798 NEURAXIS, INC. $25,000,000 of Common Stock Preferred Stock Warrants Rights Units Offered by the Company 9,076,978 Shares of Common Stock Offered by the Selling Stockholders We may offer and sell up to $25 million in the aggregate of the securities identified above from time to time in one or more offerings. The selling stockholders ident |
|
| February 7, 2025 |
Neuraxis, Inc. 11611 N. Meridian Street, Suite 330 Carmel, IN 46032 Neuraxis, Inc. 11611 N. Meridian Street, Suite 330 Carmel, IN 46032 February 7, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Re: Neuraxis, Inc. Registration Statement on Form S-3, File No. 333-283798 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: February 11, 2025 Requested Time: 4: |
|
| February 5, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Neuraxis, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Aggregate Offering Price Per Unit (1)(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common s |
|
| February 5, 2025 |
As filed with the U.S. Securities and Exchange Commission on February 5, 2025 As filed with the U.S. Securities and Exchange Commission on February 5, 2025 Registration No. 333-283798 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEURAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 45-5079684 (State or other jurisdiction of incorporation or |
|
| January 8, 2025 |
Exhibit 99.1 NeurAxis Inc. Announces Strong Preliminary Unaudited Fourth Quarter 2024 Results; Revenues Increased 50% Year-Over-Year ● Revenues in 4Q24 increased approximately 50% versus 4Q23 ● Cash balance as of 12/31/24 was approximately $3.7 million Carmel, Ind., (January 8, 2025) (GLOBE NEWSWIRE) – NeurAxis, Inc. (“NeurAxis,” or the “Company”) (NYSE American: NRXS), a medical technology compan |
|
| January 8, 2025 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 8, 2025 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Num |
|
| December 13, 2024 |
As filed with the U.S. Securities and Exchange Commission on December 13, 2024 As filed with the U.S. Securities and Exchange Commission on December 13, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEURAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 45-5079684 (State or other jurisdiction of incorporation or organization) (I.R.S. E |
|
| December 13, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Neuraxis, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Aggregate Offering Price Per Unit (1)(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (3) Equity Common |
|
| December 13, 2024 |
Exhibit 4.1 NEURAXIS, INC. AND , TRUSTEE INDENTURE DATED AS OF , 2024 DEBT SECURITIES NEURAXIS, INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF , 2024 Section of Trust Indenture Act of 1939 Section(s) of Indenture § 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 § 311(a) 613 (b) 613 (c) Not Applicable § 312(a) |
|
| December 2, 2024 |
EX-99.A BD-DIR-RESOL 2 rosalindnrxsexa.htm Exhibit A Joint Filing Agreement The undersigned hereby agree that this Statement on Schedule 13D with respect to the beneficial ownership of shares of Common Stock of NeurAxis INC. is filed jointly, on behalf of each of them. Rosalind Advisors, Inc. By: Name: Steven Salamon Title: President Rosalind Master Fund L.P. By: Name: Mike McDonald Title: Directo |
|
| December 2, 2024 |
NRXS / NeurAxis, Inc. / Rosalind Advisors, Inc. Passive Investment SC 13G 1 rosalindnrsx13dnov202.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Neuraxis, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 64134X201 (CUSIP Number) 11611 N. Meridian Street, Suite 330 Carmel, IN 46032 (Name, Address and Telephone Number of Person Authorized to Receive |
|
| December 2, 2024 |
NRXS / NeurAxis, Inc. / Rosalind Advisors, Inc. Activist Investment SC 13D 1 rosalindnrsx13dnov202.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Neuraxis, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 64134X201 (CUSIP Number) 11611 N. Meridian Street, Suite 330 Carmel, IN 46032 (Name, Address and Telephone Number of Person Authorized to Receive |
|
| December 2, 2024 |
EX-99.A BD-DIR-RESOL 2 rosalindnrxsexa.htm Exhibit A Joint Filing Agreement The undersigned hereby agree that this Statement on Schedule 13D with respect to the beneficial ownership of shares of Common Stock of NeurAxis INC. is filed jointly, on behalf of each of them. Rosalind Advisors, Inc. By: Name: Steven Salamon Title: President Rosalind Master Fund L.P. By: Name: Mike McDonald Title: Directo |
|
| November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2024 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File N |
|
| November 21, 2024 |
Exhibit 3.1 AMENDMENT NO. 1 TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK OF NEURAXIS, INC. (Pursuant to Section 151 of the Delaware General Corporate Law) Neuraxis, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (“DGCL”), hereby certifies that, in accordance with the Certi |
|
| November 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2024 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File N |
|
| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2024 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Nu |
|
| November 15, 2024 |
Form of Registration Rights Agreement Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November [], 2024 between by and between Neuraxis, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, an “Investor” and, collectively, the “Investors”). WHEREAS, the Company and Investors are parties to a |
|
| November 15, 2024 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT among NEURAXIS, INC. and The Investors Named Herein dated as of November 9, 2024 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 4 Section 2.01 Purchase and Sale. 4 Section 2.02 Transactions Effected at the Closing. 4 Section 2.03 Closing. 4 Section 2.04 Use of Proceeds. 4 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 5 |
|
| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2024 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File N |
|
| November 12, 2024 |
Exhibit 3.2 NEURAXIS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK Neuraxis, Inc., a Delaware corporation (the “Corporation”), does hereby certify that the board of directors of the Corporation (the “Board of Directors”) has adopted the following resolution creating the following series of the Corporation’s Series B Preferred Stock and determin |
|
| November 12, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF NEURAXIS, INC. Neuraxis, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Neuraxis, Inc. The Corporation’s original Certificate of Incorporation (the “C |
|
| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 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 001-41775 NEURAX |
|
| November 12, 2024 |
Exhibit 99.1 NeurAxis Reports Strong Third Quarter 2024 Financial Results Driven by a 40% Increase in Revenues Conference call will be held today, Tuesday, November 12 at 9:00 am ET Carmel, Ind., November 12, 2024 (GLOBE NEWSWIRE)—NeurAxis, Inc. (“NeurAxis,” or the “Company”) (NYSE American: NRXS), a medical technology company commercializing neuromodulation therapies for chronic and debilitating |
|
| October 18, 2024 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT among NEURAXIS, INC. and The Investors Named Herein dated as of October [], 2024 TABLE OF CONTENTS [NTD – TO BE UPDATED ONCE DOCUMENT IS FINALIZED] ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 3 Section 2.01 Purchase and Sale. 3 Section 2.02 Transactions Effected at the Closing. 4 Section 2.03 Closing. 4 Section 2.04 Use of Proceeds. 4 ARTICLE III |
|
| October 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2024 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Nu |
|
| October 18, 2024 |
Form of Registration Rights Agreement Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October [], 2024 between by and between Neuraxis, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, an “Investor” and, collectively, the “Investors”). WHEREAS, the Company and Investors are parties to a |
|
| October 18, 2024 |
Exhibit 10.1 FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated effective as of October 12, 2024 (the “Amendment Effective Date”), by and between Neuraxis, Inc., a Delaware corporation (the “Company”) and Flagstaff International, LLC, a Delaware limited liability company (the “Investor,” and together with the Company |
|
| October 8, 2024 |
NRXS / NeurAxis, Inc. / Hannasch Brian Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Neuraxis, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 64134X201 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
|
| September 13, 2024 |
Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2024 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File N |
|
| August 21, 2024 |
Form of Certificate of Amendment to the Certificate of Incorporation of Neuraxis, Inc. EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF NEURAXIS, INC. Neuraxis, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Neuraxis, Inc. The Corporation’s original Certificate of Incorporation (the “C |
|
| August 21, 2024 |
Form of Certificate of Designation of Series B Convertible Preferred EXHIBIT 3.2 NEURAXIS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK Neuraxis, Inc., a Delaware corporation (the “Corporation”), does hereby certify that the board of directors of the Corporation (the “Board of Directors”) has adopted the following resolution creating the following series of the Corporation’s Series B Preferred Stock and determin |
|
| August 21, 2024 |
Second Amendment to the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan EXHIBIT 10.1 SECOND AMENDMENT TO NEURAXIS, INC. 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN THIS SECOND AMENDMENT TO NEURAXIS, INC. 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (this “Amendment”) is executed effective the day of , 2024 (the “Effective Date”) by NEURAXIS, INC., a Delaware corporation (the “Company”). BACKGROUND A. The NEURAXIS, INC. 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN was adopt |
|
| August 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2024 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Num |
|
| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 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 001-41775 NEURAXIS, I |
|
| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2024 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| August 9, 2024 |
Exhibit 99.1 NeurAxis Reports Second Quarter 2024 Financial Results Conference call will be held today, Friday, August 9 at 9:00 am ET Carmel, Ind., August 9, 2024 (GLOBE NEWSWIRE)—NeurAxis, Inc. (“NeurAxis,” or the “Company”) (NYSE American: NRXS), a medical technology company commercializing neuromodulation therapies for chronic and debilitating conditions in children and adults, today announced |
|
| July 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2024 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| July 5, 2024 |
Exhibit 10.1 Unrestricted Stock Award Agreement This Unrestricted Stock Award Agreement (this “Agreement”) is made and entered into as of [***], 2024 (the “Grant Date”) by and between Neuraxis, Inc., a Delaware corporation (the “Company”) and [***] (the “Grantee”). Whereas, the Company has adopted the Neuraxis, Inc. 2022 Omnibus Incentive Securities and Incentive Plan (the “Plan”) pursuant to whic |
|
| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St |
|
| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy St |
|
| June 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St |
|
| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2024 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Number |
|
| May 28, 2024 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 21, 2024 between by and between Neuraxis, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, an “Investor” and, collectively, the “Investors”). WHEREAS, the Company and Investors are parties to a Secu |
|
| May 28, 2024 |
Exhibit 10.2 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REG |
|
| May 28, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT among NEURAXIS, INC. and The Investors Named Herein dated as of May 21, 2024 TABLE OF CONTENTS ARTICLE I DEFINITIONS 3 ARTICLE II PURCHASE AND SALE 6 Section 2.01 Purchase and Sale. 6 Section 2.02 Transactions Effected at the Closing. 6 Section 2.03 Closing. 6 Section 2.04 Use of Proceeds. 7 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 7 Sect |
|
| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 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 001-41775 NEURAXIS, |
|
| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-41775 CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Tra |
|
| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2024 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| April 16, 2024 |
Description of the Company’s Securities Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES General As of April 12, 2024, Neuraxis, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $0.001 per share. The following description summarizes the most important terms of our common stock. This summary does not purport |
|
| April 16, 2024 |
NeurAxis, Inc. Compensation Recovery Policy Exhibit 97.1 NeurAxis, Inc. Compensation Recovery Policy 1. Purpose. The purpose of this Compensation Recovery Policy of the Company (as amended from time to time, the “Policy”), dated as of November 30, 2023 to describe the circumstances in which current and former Executive Officers will be required to repay or return Erroneously Awarded Compensation to members of the Company Group. The Company |
|
| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 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: 001-41775 Neuraxis, Inc. (Exact na |
|
| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2024 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| April 9, 2024 |
NeurAxis Reports Fourth Quarter and Fiscal Year 2023 Financial Results Exhibit 99.1 NeurAxis Reports Fourth Quarter and Fiscal Year 2023 Financial Results Carmel, Ind., April 9, 2024 (GLOBE NEWSWIRE)—NeurAxis, Inc. (“NeurAxis,” or the “Company”) (NYSE American: NRXS), a medical technology company commercializing neuromodulation therapies for chronic and debilitating conditions in children and adults, today announced results for the fourth quarter and fiscal year 2023 |
|
| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o |
|
| March 28, 2024 |
Exhibit 10.2 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REG |
|
| March 28, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2024 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| March 28, 2024 |
Exhibit 10.1 THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT This THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated effective as of March 22 , 2024 (the “Amendment Effective Date”), by and between Neuraxis, Inc., a Delaware corporation (the “Company”) and Flagstaff International, LLC, a Delaware limited liability company (“Investor”). (the “Investor,” and together with |
|
| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 7, 2024 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| March 11, 2024 |
Neuraxis, Inc. Investor Presentation Exhibit 99.1 |
|
| February 15, 2024 |
Exhibit 10.4 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated effective as of February 12, 2024 (the “Amendment Effective Date”), by and between Neuraxis, Inc., a Delaware corporation (the “Company”) and Flagstaff International, LLC, a Delaware limited liability company (“Investor”). (the “Investor,” and together wit |
|
| February 15, 2024 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of February [ ], 2024 between by and between Neuraxis, Inc., a Delaware corporation (the “Company”) and [the Investor], a [State] [Individual] [Entity] (“Investor”). WHEREAS, the Company and Investor are parties to a Securities Purchase Agreement, dated as of February [ ], 2 |
|
| February 15, 2024 |
Exhibit 10.2 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REG |
|
| February 15, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT between NUERAXIS, INC. and [INVESTOR] dated as of February [ ], 2024 TABLE OF CONTENTS ARTICLE I DEFINITIONS 3 ARTICLE II PURCHASE AND SALE 6 Section 2.01 Purchase and Sale. 6 Section 2.02 Transactions Effected at the Closing. 6 Section 2.03 Closing. 6 Section 2.04 Use of Proceeds. 6 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 7 Section 3.01 |
|
| February 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2024 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Nu |
|
| February 14, 2024 |
NRXS / NeurAxis, Inc. / Hannasch Brian Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Neuraxis, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 64134X201 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
|
| January 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2024 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Nu |
|
| January 31, 2024 |
NeurAxis Appoints Timothy Henrichs as Chief Financial Officer Exhibit 99.1 NeurAxis Appoints Timothy Henrichs as Chief Financial Officer CARMEL, Ind., Jan. 31, 2024 (GLOBE NEWSWIRE) — NeurAxis, Inc. (NYSE American: NRXS) (“NeurAxis” or the “Company”), a medical technology company commercializing neuromodulation therapies that address chronic and debilitating conditions in children and adults, today announced the appointment of Timothy Henrichs as Chief Finan |
|
| December 26, 2023 |
NRXS / NeurAxis, Inc. / Hannasch Brian Passive Investment SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neuraxis, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 64134X201 (CUSIP Number) August 11, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
|
| December 19, 2023 |
NEURAXIS, INC. 2,904,698 Shares of Common Stock held by Selling Stockholders EXPLANATORY NOTE PROSPECTUS SUPPLEMENT No. 1 Dated December 19, 2023 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated August 8, 2023) Registration 333-269179 NEURAXIS, INC. 2,904,698 Shares of Common Stock held by Selling Stockholders EXPLANATORY NOTE This Prospectus Supplement No. 1 (this “Prospectus Supplement No. 1”) relates to the offering and resale by the selling security holders (the “Selling Stockhold |
|
| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2023 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File N |
|
| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 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 001-41775 NEURAX |
|
| November 14, 2023 |
NeurAxis Secures $3 Million Financing Exhibit 99.1 NeurAxis Secures $3 Million Financing Carmel, Ind., November 14, 2023 (GLOBE NEWSWIRE) – NeurAxis, Inc. (“NeurAxis,” or the “Company”) (NYSE American: NRXS), a medical technology company commercializing neuromodulation therapies addressing chronic and debilitating conditions in children and adults, today announced it has secured a $3 million financing for NeurAxis through a preferred |
|
| November 14, 2023 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 8, 2023 between by and between Neuraxis, Inc., a Delaware corporation (the “Company”) and Flagstaff International, LLC, a Florida limited liability company (“Investor”). WHEREAS, the Company and Investor is parties to a Securities Purchase Agreement, dated as of |
|
| November 14, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT between NUERAXIS, INC. and FLAGSTAFF INTERNATIONAL, LLC dated as of November 8, 2023 TABLE OF CONTENTS ARTICLE I DEFINITIONS 4 ARTICLE II PURCHASE AND SALE 7 Section 2.01 Purchase and Sale. 7 Section 2.02 Transactions Effected at the Closing. 7 Section 2.03 Closing. 7 Section 2.04 Use of Proceeds. 7 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPAN |
|
| November 14, 2023 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Nu |
|
| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File No. 001-41775 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10 |
|
| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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 001-41775 NEURAXIS, I |
|
| September 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2023 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File |
|
| September 21, 2023 |
NeurAxis Reports Second Quarter 2023 Financial Results Exhibit 99.1 NeurAxis Reports Second Quarter 2023 Financial Results Carmel, Ind., September 21, 2023 (GLOBE NEWSWIRE) – NeurAxis, Inc. (NYSE American: NRXS) (“NeurAxis” or the “Company”), a medical technology company commercializing neuromodulation therapies that address chronic and debilitating conditions in children and adults, today reported financial results for the second quarter ended June 3 |
|
| September 21, 2023 |
Neuraxis, Inc. Investor Presentation (September 21, 2023). Exhibit 99.2 |
|
| August 17, 2023 |
NeurAxis Announces Over $8 Million in IB-Stim™ Revenue Exhibit 99.2 NeurAxis Announces Over $8 Million in IB-Stim™ Revenue CARMEL, Ind., Aug. 17, 2023 (GLOBE NEWSWIRE) — NeurAxis, Inc. (NYSE American: NRXS) (“NeurAxis” or the “Company”), a medical technology company commercializing neuromodulation therapies that address chronic and debilitating conditions in children and adults, today announced it has generated over $8 million in revenue following the |
|
| August 17, 2023 |
Neuraxis, Inc. Investor Presentation (August 17, 2023) Exhibit 99.1 |
|
| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 17, 2023 Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Commission File Num |
|
| August 11, 2023 |
PROSPECTUS DATED AUGUST 8, 2023 Filed Pursuant to Rule 424(b)(4) Registration No. 333-269179 NEURAXIS, INC. 1,098,667 Shares of Common Stock 2,904,698 Shares of Common Stock held by Selling Stockholders We are offering 1,098,667 shares of common stock, par value $0.001 per share, of Neuraxis, Inc., at the initial public offering price of $6.00 per share. In addition, the selling stockholders ident |
|
| August 9, 2023 |
Exhibit 1.1 UNDERWRITING AGREEMENT between NEURAXIS, INC. (the “Company”) and ALEXANDER CAPITAL, L.P. (the “Representative”) NEURAXIS, INC. UNDERWRITING AGREEMENT August 8, 2023 Alexander Capital, L.P. 17 State Street New York, New York 10004 Ladies and Gentlemen: The undersigned, Neuraxis, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agre |
|
| August 9, 2023 |
NeurAxis Announces Pricing of Initial Public Offering Exhibit 99.1 NeurAxis Announces Pricing of Initial Public Offering Carmel, IN August 9, 2023 – NeurAxis, Inc. (AMEX: NRXS) (“NeurAxis” or the “Company”), a medical technology company focused on developing neuromodulation therapies to address chronic and debilitating conditions in children and adults, today announced the pricing of its underwritten initial public offering of 1,098,667 shares of com |
|
| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2023 (August 8, 2023) Neuraxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41775 45-5079684 (State or other jurisdiction of incorporation) (Com |
|
| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NEURAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 45-5079684 (State of incorporation or organization) (I.R.S. Employer Identification No.) 11550 N. Meridian Street, S |
|
| August 4, 2023 |
Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 August 4, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. St., N.E. Washington, D.C. 20549 Attention: Cindy Polynice Re: Neuraxis, Inc. Registration Statement on Form S-1 File No. 333-269179 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amende |
|
| August 4, 2023 |
August 4, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Cindy Polynice Re: Neuraxis, Inc. Registration Statement on Form S-1 File No. 333-269179 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Alexander Capital, L.P., as representative of the sev |
|
| July 28, 2023 |
As filed with the U.S. Securities and Exchange Commission on July 28, 2023 As filed with the U.S. Securities and Exchange Commission on July 28, 2023 Registration No. 333-269179 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 8 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEURAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 3845 45-5079684 (State or other jurisdiction of incorporation |
|
| July 28, 2023 |
Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 July 28, 2023 Cindy Polynice U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Neuraxis, Inc. Amendment No.7 to Draft Registration Statement on Form S-1 File No. 333-269179 Filed July 21, 2023 Dear Ms. Polynice: By letter dated July 26, 2023 (the “Comment Letter”), the staff (the “Staff,” “you” or |
|
| July 26, 2023 | ||
| July 21, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NEURAXIS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Carry Forward F |
|
| July 21, 2023 |
As filed with the U.S. Securities and Exchange Commission on July 20, 2023 As filed with the U.S. Securities and Exchange Commission on July 20, 2023 Registration No. 333-269179 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEURAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 3845 45-5079684 (State or other jurisdiction of incorporation |
|
| June 29, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NEURAXIS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Carry Forward F |
|
| June 29, 2023 |
As filed with the U.S. Securities and Exchange Commission on June 29, 2023 As filed with the U.S. Securities and Exchange Commission on June 29, 2023 Registration No. 333-269179 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEURAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 3845 45-5079684 (State or other jurisdiction of incorporation |
|
| June 29, 2023 |
Exhibit 1.1 UNDERWRITING AGREEMENT between NEURAXIS, INC. (the “Company”) and ALEXANDER CAPITAL, L.P. (the “Representative”) NEURAXIS, INC. UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. 17 State Street New York, New York 10004 Ladies and Gentlemen: The undersigned, Neuraxis, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement |
|
| June 1, 2023 |
Exhibit 10.20 First AMENDMENT TO Executive Employment AGREEMENT THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is executed effective the 4th day of May, 2023 by and between NeurAxis, Inc (f/k/a Innovative Health Solutions, Inc.), a Delaware corporation (the “Company”) and Christopher R. Brown, an individual (“Executive”). Each of the Company and Executive may be referred |
|
| June 1, 2023 |
Exhibit 99.7 Neuraxis, Inc. POLICY ON INSIDER TRADING This Insider Trading Policy (“Policy”) sets forth the policies of Neuraxis, Inc. (the “Company”) on trading and causing the trading of securities while in possession of confidential information. Purpose The Board of Directors of the Company has adopted this Policy to provide guidance to the Company’s directors, officers, and employees about tra |
|
| June 1, 2023 |
Exhibit 10.22 First AMENDMENT TO Executive Employment AGREEMENT THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is executed effective the 4th day of May, 2023 by and between NeurAxis, Inc (f/k/a Innovative Health Solutions, Inc.), a Delaware corporation (the “Company”) and Gary Peterson, an individual (“Executive”). Each of the Company and Executive may be referred to her |
|
| June 1, 2023 |
Exhibit 10.18 First AMENDMENT TO Executive Employment AGREEMENT THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is executed effective the 4th day of May, 2023 by and between NeurAxis, Inc (f/k/a Innovative Health Solutions, Inc.), a Delaware corporation (the “Company”) and Daniel Clarence, an individual (“Executive”). Each of the Company and Executive may be referred to h |
|
| June 1, 2023 |
EX-10.13 4 ex10-13.htm Exhibit 10.13 First AMENDMENT TO Executive Employment AGREEMENT THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is executed effective the 4th day of May, 2023 by and between NeurAxis, Inc (f/k/a Innovative Health Solutions, Inc.), a Delaware corporation (the “Company”) and Brian Carrico, an individual (“Executive”). Each of the Company and Executive |
|
| June 1, 2023 |
Exhibit 10.16 First AMENDMENT TO Executive Employment AGREEMENT THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is executed effective the 4th day of May, 2023 by and between NeurAxis, Inc (f/k/a Innovative Health Solutions, Inc.), a Delaware corporation (the “Company”) and Thomas J. Carrico, an individual (“Executive”). Each of the Company and Executive may be referred to |
|
| June 1, 2023 |
Exhibit 10.32 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February , 2023 between NEURAXIS, INC., a Delaware corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”). WHEREAS, the Investors wish to purchase from th |
|
| June 1, 2023 |
Nominating and Corporate Governance Charter EX-99.6 16 ex99-6.htm Exhibit 99.6 Neuraxis, Inc. Charter of the Nominating and Corporate Governance Committee of the Board of Directors The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Neuraxis, Inc. (the “Company”) shall be as set forth in this charter (the “Charter”). The Committee has been delegated authority by the B |
|
| June 1, 2023 |
Exhibit 10.35 APPENDIX E FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February , 2023 (this “Agreement”), is by and among Neuraxis, Inc., a Delaware corporation (“Company”), and each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, “Investors”). Except as otherwise specified herein or in t |
|
| June 1, 2023 |
Exhibit 99.4 Neuraxis, Inc. Charter of the Audit Committee of the Board of Directors I. Audit Committee Purpose The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Neuraxis, Inc. (the “Company”) is to oversee the processes of accounting and financial reporting of the Company and the audits and financial statements of the Company. The Committee’s primary |
|
| June 1, 2023 |
EX-10.33 10 ex10-33.htm Exhibit 10.33 APPENDIX B FORM OF SENIOR SECURED CONVERTIBLE NOTE] NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, |
|
| June 1, 2023 |
EX-10.34 11 ex10-34.htm Exhibit 10.34 APPENDIX D FORM OF SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of February , 2023 (this “Agreement”), is among Neuraxis, Inc., a Delaware corporation (the “Company” or “Debtor”) and the holder(s) of the Company’s 10% original issue discount senior secured convertible notes in the aggregate original principal amount of up to $6,666,666.67 (collectively |
|
| June 1, 2023 |
Exhibit 4.23 APPENDIX C FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS |
|
| June 1, 2023 |
Compensation Committee Charter Exhibit 99.5 Neuraxis, Inc. Charter of the Compensation Committee of the Board of Directors I. Authority and Composition The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Neuraxis, Inc. (the “Company”) is established pursuant to Article III of the Bylaws of the Company. Committee members are appointed annually by the Board on the recommendation of the Nominati |
|
| June 1, 2023 |
As filed with the U.S. Securities and Exchange Commission on June 1, 2023 As filed with the U.S. Securities and Exchange Commission on June 1, 2023 Registration No. 333-269179 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEURAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 3845 45-5079684 (State or other jurisdiction of incorporation o |
|
| June 1, 2023 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT between NEURAXIS, INC. (the “Company”) and ALEXANDER CAPITAL, L.P. (the “Representative”) NEURAXIS, INC. UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. 17 State Street New York, New York 10004 Ladies and Gentlemen: The undersigned, Neuraxis, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement |
|
| February 15, 2023 |
February 14, 2023 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Cindy Polynice Re: Neuraxis, Inc. Registration Statement on Form S-1 Filed February 13, 2023 File No. 333-269179 WITHDRAWAL OF REQUEST FOR ACCELERATION OF EFFECTIVENESS Dear Ms. Polynice: Reference is made to our letter, filed as co |
|
| February 15, 2023 |
NEURAXIS, INC. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 NEURAXIS, INC. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 February 14, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, DC 20549 Attention: Cindy Polynice Re: Neuraxis, Inc. Registration Statement on Form S-1, File No. 333-269179 WITHDRAWAL OF ACCELERATION REQUEST Ladies an |
|
| February 14, 2023 |
NEURAXIS, INC. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 NEURAXIS, INC. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 February 14, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, DC 20549 Attention: Cindy Polynice Re: Neuraxis, Inc. Registration Statement on Form S-1, File No. 333-269179 REQUEST FOR ACCELERATION OF EFFECTIVENESS Re |
|
| February 14, 2023 |
February 14, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Cindy Polynice Re: Neuraxis, Inc. Registration Statement on Form S-1 Filed February 13, 2023 File No. 333-269179 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Alexander Capital, L.P., a |
|
| February 13, 2023 |
Form of Underwriter Warrant (included as Exhibit A to Exhibit 1.1) Exhibit 1.1 UNDERWRITING AGREEMENT between NEURAXIS, INC. (the “Company”) and ALEXANDER CAPITAL, L.P. (the “Representative”) NEURAXIS, INC. UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. 17 State Street New York, New York 10004 Ladies and Gentlemen: The undersigned, Neuraxis, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement |
|
| February 13, 2023 |
Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 February 13, 2023 Cindy Polynice U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Neuraxis, Inc. Amendment No.4 to Draft Registration Statement on Form S-1 Submitted February 13, 2023 File No. 333-269179 Dear Ms. Polynice: By letter dated February 13, 2023, the staff (the “Staff,” “you” or “your” |
|
| February 13, 2023 |
Form of Warrant Agency Agreement EX-4.24 4 ex4-24.htm Exhibit 4.24 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of February , 2023 (the “Issuance Date”) between Neuraxis, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Vstock Transfer LLC (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain underwriting agreement (the “Underwriting |
|
| February 13, 2023 | ||
| February 13, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NEURAXIS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Carry Forward F |
|
| February 13, 2023 |
As filed with the U.S. Securities and Exchange Commission on February 13, 2023 As filed with the U.S. Securities and Exchange Commission on February 13, 2023 Registration No. 333-269179 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEURAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 3845 45-5079684 (State or other jurisdiction of incorporati |
|
| February 13, 2023 |
Exhibit 4.23 COMMON STOCK PURCHASE WARRANT NEURAXIS, INC. Warrant Shares: Initial Exercise Date: [ ], 2023 Issuance Date: [ ], 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after |
|
| February 13, 2023 |
As filed with the U.S. Securities and Exchange Commission on February 13, 2023 As filed with the U.S. Securities and Exchange Commission on February 13, 2023 Registration No. 333-269179 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEURAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 3845 45-5079684 (State or other jurisdiction of incorporati |
|
| February 6, 2023 |
Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 February 6, 2023 Cindy Polynice U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Neuraxis, Inc. Amendment No.2 to Draft Registration Statement on Form S-1 Submitted February 6, 2023 File No. 333-269179 Dear Ms. Polynice: By letter dated February 1, 2023, the staff (the “Staff,” “you” or “your”) o |
|
| February 6, 2023 |
As filed with the U.S. Securities and Exchange Commission on February 6, 2023 As filed with the U.S. Securities and Exchange Commission on February 6, 2023 Registration No. 333-269179 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEURAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 3845 45-5079684 (State or other jurisdiction of incorporatio |
|
| January 26, 2023 |
Form of Underwriter Warrant (included as Exhibit A to Exhibit 1.1) EX-1.1 2 ex1-1.htm Exhibit 1.1 UNDERWRITING AGREEMENT between NEURAXIS, INC. (the “Company”) and ALEXANDER CAPITAL, L.P. (the “Representative”) NEURAXIS, INC. UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. 17 State Street New York, New York 10004 Ladies and Gentlemen: The undersigned, Neuraxis, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby con |
|
| January 26, 2023 |
EX-10.3 19 ex10-3.htm Exhibit 10.3 |
|
| January 26, 2023 | ||
| January 26, 2023 |
EX-10.26 60 ex10-26.htm Exhibit 10.26 |
|
| January 26, 2023 |
EX-3.2 3 ex3-2.htm Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF NEURAXIS, INC. Neuraxis, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorpor |
|
| January 26, 2023 |
EX-4.8 4 ex4-8.htm Exhibit 4.8 |
|
| January 26, 2023 |
Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 January 26, 2023 Cindy Polynice U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Neuraxis, Inc. Registration Statement on Form S-1 Filed January 10, 2023 File No. 333-269179 Dear Ms. Polynice: By letter dated January 24, 2023, the staff (the “Staff,” “you” or “your”) of the U.S. Securities and Ex |
|
| January 26, 2023 |
As filed with the U.S. Securities and Exchange Commission on January 26, 2023 As filed with the U.S. Securities and Exchange Commission on January 26, 2023 Registration No. 333-269179 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEURAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 3845 45-5079684 (State or other jurisdiction of incorporatio |
|
| January 20, 2023 | ||
| January 10, 2023 |
Exhibit 4.14 |
|
| January 10, 2023 |
EX-4.19 21 ex4-19.htm Exhibit 4.19 INVESTOR RIGHTS AGREEMENT Execution Version INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), is made as of the 6th day of September, 2019, by and between INNOVATIVE HEALTH SOLUTIONS, INC., an Indiana corporation (the “Company”), and the investor listed on Schedule A (“Investor”). RECITALS WHEREAS, the Company and the Investors are part |
|
| January 10, 2023 |
exhibit 4.21 Second AMENDMENT TO SHAREHOLDERS’ AGREEMENT THIS SECOND AMENDMENT TO SHAREHOLDERS’ AGREEMENT (this “Amendment”) is executed effective the 8th day of January, 2023 (the “Effective Date”) by and among NeurAxis, Inc., a Delaware corporation (f/k/a Innovative Health Solutions, Inc.) (the “Corporation”), all members of the Board of Directors of the Corporation (collectively, the “Board”, a |
|
| January 10, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NEURAXIS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Typ |
|
| January 10, 2023 |
EX-10.2 25 ex10-2.htm Exhibit 10.2 EXCLUSIVE LICENSE AGREEMENT This License Agreement (“Agreement”) is entered into by and between Innovative Health Solutions, Inc., a Domestic For-Profit Corporation existing under the laws of the State of Indiana, having a place of business at 829 South Adams Street, Versailles, IN, 47042 (“Licensee”) and TKBMN, LLC, a Limited Liability Company existing under the |
|
| January 10, 2023 |
Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the “Agreement”) is made as of December 19, 2022, by and among Neuraxis, Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Recital A. The Company and the Purchasers are e |
|
| January 10, 2023 |
EX-10.7 29 ex10-7.htm Exhibit 10.7 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the “Agreement”) is made as of December 19, 2022, by and among Neuraxis, Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Recital A. The Company an |
|
| January 10, 2023 |
EX-10.8 30 ex10-8.htm Exhibit 10.8 THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. T |
|
| January 10, 2023 |
Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE Neuraxis, Inc. (the “Company”) plans to file a Registration Statement on Form S-1 (together with any amendments thereto, the “Registration Statement”) with the U.S. Securities and Exchange Commission registering its common stock for issuance. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named |
|
| January 10, 2023 |
Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE Neuraxis, Inc. (the “Company”) plans to file a Registration Statement on Form S-1 (together with any amendments thereto, the “Registration Statement”) with the U.S. Securities and Exchange Commission registering its common stock for issuance. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named |
|
| January 10, 2023 |
EX-4.4 7 ex4-4.htm Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT |
|
| January 10, 2023 |
Exhibit 4.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE |
|
| January 10, 2023 |
EX-14.1 48 ex14-1.htm Exhibit 14.1 CODE OF ETHICS OF NEURAXIS, INC. 1. Introduction The Board of Directors of Neuraxis, Inc. (the “Company”) has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees of the Company, with the intent to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest bet |
|
| January 10, 2023 |
EX-4.20 22 ex4-20.htm Exhibit 4.20 |
|
| January 10, 2023 |
EX-4.15 17 ex4-15.htm Exhibit 4.15 |
|
| January 10, 2023 |
EX-10.6 28 ex10-6.htm Exhibit 10.6 THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. T |
|
| January 10, 2023 |
EX-10.16 38 ex10-16.htm Exhibit 10.16 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 9, 2022 (the “Effective Date”) by and between NeurAxis, Inc., a Delaware corporation, (the “Company” or “NeurAxis”) and Christopher R. Brown, an individual (“Executive”). Each of the Company and Executive may be referred to herein as a “Party” or c |
|
| January 10, 2023 |
Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 January 9, 2023 Cindy Polynice U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Neuraxis, Inc. Amendment No.2 to Draft Registration Statement on Form S-1 Submitted December 12, 2022 CIK No. 0001933567 Dear Ms. Polynice: By letter dated December 19, 2022, the staff (the “Staff,” “you” or “your”) o |
|
| January 10, 2023 |
Exhibit 3.1 Certificate of Incorporation Of Neuraxis, Inc. THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows: ARTICLE I The name of the corporation is Neuraxis, Inc. (the “Corporation”). ARTICLE II The registered agent and the address of the registered office in the State of D |
|
| January 10, 2023 |
Exhibit 10.17 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 9, 2022 (the “Effective Date”) by and between NeurAxis, Inc., a Delaware corporation, (the “Company” or “NeurAxis”) and Gary Peterson, an individual (“Executive”). Each of the Company and Executive may be referred to herein as a “Party” or collectively as the “Parties”). |
|
| January 10, 2023 |
EX-10.15 37 ex10-15.htm Exhibit 10.15 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 9, 2022 (the “Effective Date”) by and between NeurAxis, Inc., a Delaware corporation, (the “Company” or “NeurAxis”) and Daniel Clarence, an individual (“Executive”). Each of the Company and Executive may be referred to herein as a “Party” or collec |
|
| January 10, 2023 |
EX-10.1 24 ex10-1.htm Exhibit 10.1 Execution Version LICENSE AND COLLABORATION AGREEMENT This LICENSE AND COLLABORATION AGREEMENT is entered into as of April 9, 2020 (“Effective Date”), by and between Innovative Health Solutions, Inc., a corporation organized under the laws of the State of Indiana with principal offices at 829 S. Adams Street, Versailles, IN 47042 (“Licensor”) and Masimo Corporati |
|
| January 10, 2023 |
Exhibit 10.12 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 9, 2022 (the “Effective Date”) by and between NeurAxis, Inc., a Delaware corporation, (the “Company” or “NeurAxis”) and Brian Carrico, an individual (“Executive”). Each of the Company and Executive may be referred to herein as a “Party” or collectively as the “Parties”). |
|
| January 10, 2023 |
EX-4.10 12 ex4-10.htm Exhibit 4.10 |
|
| January 10, 2023 |
EX-10.18 40 ex10-18.htm Exhibit 10.18 UNSECURED PROMISSORY NOTE $ 506,400.00 January 1, 2016 (Principal Sum) (Issue Date) FOR VALUE RECEIVED, the undersigned borrower (“Borrower”) promises and agrees to pay to the order of Neuraxis, Inc. (f/k/a Innovative Health Solutions, Inc.) (“Lender”), in lawful money of the United States of America, the principal sum set forth above with interest on the outs |
|
| January 10, 2023 |
EX-10.20 42 ex10-20.htm Exhibit 10.20 Innovative Health Solutions, Inc. 2017 Stock Compensation Plan Adopted October 12, 2017 Article 1. Purpose and Definitions Section 1.1. Purpose of the Plan. This Plan is intended to encourage ownership of Shares by Eligible Employees and Key Non-Employees in order to attract and retain such Eligible Employees in the employ of the Company or an Affiliated Entit |
|
| January 10, 2023 |
Exhibit 10.21 Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan Table of Contents Page ARTICLE I PURPOSE 1 ARTICLE II DEFINITIONS 1 ARTICLE III EFFECTIVE DATE OF PLAN 6 ARTICLE IV ADMINISTRATION 6 Section 4.1 Administration 6 Section 4.2 Powers 6 Section 4.3 Additional Powers 6 Section 4.4 Delegation 6 Section 4.5 Power and Authority of the Board 6 ARTICLE V Stock SUBJECT TO PLAN AND LIMIT |
|
| January 10, 2023 |
EX-10.23 45 ex10-23.htm Exhibit 10.23 |
|
| January 10, 2023 |
Exhibit 10.24 |
|
| January 10, 2023 |
EX-3.3 3 ex3-3.htm Exhibit 3.3 BYLAWS OF NEURAXIS, INC. ARTICLE I Meetings of Stockholders and Other Stockholder Matters SECTION 1. Place of Meetings. Meetings of stockholders shall be held at any place, within or outside the state of Delaware, designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the registered office of the corporat |
|
| January 10, 2023 |
As filed with the U.S. Securities and Exchange Commission on January 10, 2023 As filed with the U.S. Securities and Exchange Commission on January 10, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEURAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 3845 45-5079684 (State or other jurisdiction of incorporation or organization) (Prim |
|
| January 10, 2023 |
EX-4.13 15 ex4-13.htm Exhibit 4.13 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
|
| January 10, 2023 |
Exhibit 4.11 |
|
| January 10, 2023 |
Exhibit 10.9 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the “Agreement”) is made as of December 19, 2022, by and among Neuraxis, Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Recital A. The Company and the Purchasers are e |
|
| January 10, 2023 |
Exhibit 10.10 THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS U |
|
| January 10, 2023 |
Exhibit 10.14 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 9th 2022 (the “Effective Date”) by and between NeurAxis, Inc., a Delaware corporation, (the “Company” or “NeurAxis”) and Thomas J. Carrico, an individual (“Executive”). Each of the Company and Executive may be referred to herein as a “Party” or collectively as the “Partie |
|
| January 10, 2023 |
EX-10.19 41 ex10-19.htm Exhibit 10.19 UNSECURED PROMISSORY NOTE $ 506,400.00 January 1, 2016 (Principal Sum) (Issue Date) FOR VALUE RECEIVED, the undersigned borrower (“Borrower”) promises and agrees to pay to the order of the below-named lender (“Lender”), in lawful money of the United States of America, the principal sum set forth above with interest on the outstanding principal balance from the |
|
| January 10, 2023 |
Exhibit 10.25 |
|
| January 10, 2023 |
EX-10.22 44 ex10-22.htm Exhibit 10.22 |
|
| January 10, 2023 |
Exhibit 4.9 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
|
| January 10, 2023 |
EX-4.3 6 ex4-3.htm Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT |
|
| January 10, 2023 |
EX-4.18 20 ex4-18.htm Exhibit 4.18 |
|
| January 10, 2023 |
Exhibit 4.17 SIDE LETTER December 22, 2022 This letter agreement (“Side Letter”) is entered into by and between NeurAxis, Inc., formerly Innovative Health Solutions, Inc. (the “Company”), and Masimo Corporation (“Masimo”) as of the date written above. Reference is made to that certain letter agreement by and between the Company and Masimo dated April 9, 2020 (the “Investment Letter Agreement”). Ca |
|
| January 10, 2023 |
Exhibit 4.16 Execution Version April 9, 2020 Masimo Corporation 52 Discovery Irvine, CA 92618 Attention: Micah Young Its: Executive Vice President, Chief Financial Officer Re: Investment in Innovative Health Solutions, Inc. Ladies and Gentlemen, This letter agreement (this “Agreement”) is entered into by and between Innovative Health Solutions, Inc., an Indiana corporation (the “Company”) and Masi |
|
| January 10, 2023 |
Exhibit 10.13 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 17, 2022 (the “Effective Date”) by and between NeurAxis, Inc., a Delaware corporation, (the “Company” or “NeurAxis”) and Dr. Adrian Miranda, an individual (“Executive”). Each of the Company and Executive may be referred to herein as a “Party” or collectively as the “Parti |
|
| January 10, 2023 |
EX-10.11 33 ex10-11.htm Exhibit 10.11 PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into on June 3, 2022, by Neuraxis, Inc., a corporation organized under the laws of the State of Indiana (the “Debtor”), in favor of LEONITE FUND I, LP, a limited partnership organized under the laws of the State of Delaware, and its permitted endorsees, trans |
|
| January 10, 2023 |
EX-4.1 4 ex4-1.htm Exhibit 4.1 Execution Version FORM OF WARRANT THIS WARRANT HAS BEEN ACQUIRED BY THE HOLDER SOLELY FOR ITS OWN ACCOUNT FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICABLE STATE SECURITIES LAWS. THIS WARRANT HAS NOT BEEN REGISTERED |
|
| January 10, 2023 |
EX-4.12 14 ex4-12.htm Exhibit 4.12 |
|
| January 10, 2023 |
EX-4.5 8 ex4-5.htm Exhibit 4.5 |
|
| January 10, 2023 |
Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE Neuraxis, Inc. (the “Company”) plans to file a Registration Statement on Form S-1 (together with any amendments thereto, the “Registration Statement”) with the U.S. Securities and Exchange Commission registering its common stock for issuance. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named |
|
| January 10, 2023 |
Exhibit 4.7 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
|
| January 10, 2023 |
EX-4.6 9 ex4-6.htm Exhibit 4.6 |
|
| January 10, 2023 |
EX-10.4 26 ex10-4.htm Exhibit 10.4 THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. T |
|
| January 10, 2023 |
Exhibit 21.1 List of Subsidiaries of Neuraxis, Inc. None. |
|
| December 12, 2022 |
DRS/A 1 filename1.htm As confidentially submitted to the U.S. Securities and Exchange Commission on December 9, 2022. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission, and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. |
|
| December 9, 2022 |
Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 December 9, 2022 Cindy Polynice U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Neuraxis, Inc. Amendment No.1 to Draft Registration Statement on Form S-1 Submitted November 9, 2022 CIK No. 0001933567 Dear Ms. Polynice: By letter dated November 22, 2022, the staff (the “Staff,” “you” or “your”) o |
|
| November 9, 2022 |
As confidentially submitted to the U.S. Securities and Exchange Commission on November 9, 2022. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission, and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 |
|
| November 9, 2022 |
Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 November 9, 2022 Cindy Polynice U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Neuraxis, Inc. Draft Registration Statement on Form S-1 Submitted September 27, 2022 CIK No. 0001933567 Dear Ms. Polynice: By letter dated October 24, 2022, the staff (the “Staff,” “you” or “your”) of the U.S. Securi |
|
| September 27, 2022 |
As confidentially submitted to the U.S. Securities and Exchange Commission on September 27, 2022. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission, and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGI |
