Neuraxis, INC

8-K · form8-k.htm

0001933567

 2026-06-10
 2026-06-10

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 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 10, 2026

  

 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)

  
 (I.R.S.
 Employer

 Identification
 No.)

  

 11611
N. Meridian St , Suite 330

 Carmel ,
 IN 46032

 (Address
of principal executive offices)

  

 Registrant’s
telephone number, including area code: (812) 689-0791

  

 N/A

 (Former
name or former address, if changed since last report)

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

  

 ☐
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

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

  

 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 Common
 Stock, $0.001 par value
  
 NRXS
  
 NYSE
 American

  

 Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging
growth company ☒

  

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

  

  

  

  

  

  

 Item
5.07 Submission of Matters to a Vote of Security Holders

  

 On
June 10, 2026, Neuraxis, Inc. (the “ Company ”) held an annual meeting of stockholders (the “ Annual Meeting ”)
at 11611 N. Meridian Street, Suite 330, Carmel, Indiana 46032.

  

 As
of the close of business on April 14, 2026, the record date for the Annual Meeting (the “ Record Date ”), (i) 11,505,421
shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”) were outstanding and entitled
to 11,505,421 votes, and (ii) 3,796,907 shares of the Company’s Series B Preferred Stock, par value $0.001 per share (the “ Series
B Preferred Stock ”) were outstanding and entitled to 2,378,059 votes. At the Annual Meeting, a total of 10,206,763 votes, comprised
of shares of the Company’s Common Stock and Series B Preferred Stock, equivalent to approximately 73.51% of the outstanding votes,
were represented in person or by proxy at the Annual Meeting, constituting a quorum. The matters that were voted upon at the Annual Meeting,
and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters,
where applicable, are set forth below.

  

 1.
The six nominees for director were elected to serve a one-year term as follows:

  

 Director  
 Votes For    
 % Votes For    
 Votes Withheld    
 % Votes Withheld  

 Brian Carrico  
   7,676,496    
   99.68 %  
   24,401    
   0.32 %

 Dr. Christopher R Brown  
   7,637,755    
   99.18 %  
   63,142    
   0.82 %

 Bradley Mitch Watkins  
   7,480,844    
   97.14 %  
   220,053    
   2.86 %

 Beth Keyser  
   7,480,517    
   97.14 %  
   220,380    
   2.86 %

 Kristen Ferge  
   7,442,259    
   96.64 %  
   258,638    
   3.36 %

 Dr. Gilad Aharon  
   7,676,498    
   99.68 %  
   24,399    
   0.32 %

  

 2.
The proposal to ratify the appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2026 was approved as follows:

  

 Votes
 For
  
 Votes
 Against
  
 Broker
 Non-Votes
  
 Votes
 Abstained

 10,187,191
  
 2,757
  
 0
  
 16,815

  

 3.
The proposal regarding the amendment to Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan was approved as follows:

  

 Votes
 For
  
 Votes
 Against
  
 Broker
 Non-Votes
  
 Votes
 Abstained

 6,730,816
  
 727,030
  
 2,505,866
  
 243,051

  

 Prior
to the Annual Meeting, the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan (the “ Incentive Plan ”) had twice
been previously amended. Each amendment solely related to Section 5.1 of the Incentive Plan. The third amendment to the Incentive Plan
approved by the Company’s stockholders at the Annual Meeting also solely related to Section 5.1 of the Plan.

  

 The
Incentive Plan, as amended and currently in effect following the Annual Meeting, is attached hereto as Exhibit 10.1.

  

 4.
The proposal regarding the Neuraxis, Inc. 2025 Employee Stock Purchase Plan was approved as follows:

  

 Votes
 For
  
 Votes
 Against
  
 Broker
 Non-Votes
  
 Votes
 Abstained

 7,572,343
  
 122,240
  
 2,505,866
  
 6,314

  

 The
Neuraxis, Inc. 2025 Employee Stock Purchase Plan (the “ ESPP ”) was filed as an exhibit to a Current Report on Form
8-K filed by the Company on July 3, 2025. Prior to the Annual Meeting, the Board approved changing Section 5(c) of the ESPP so that no
employee may receive purchase rights pursuant to the ESPP if, immediately after grant, the employee would own 10% or more of the Company’s
voting power or value. The original Section 5(c) of the ESPP had a 5% limitation.

  

  

  

  

 The
ESPP, as currently in effect following the Annual Meeting, is attached hereto as Exhibit 10.2.

  

 Exhibit
 No.
  
 Description

 10.1
  
 Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan, as amended

  
  
  

 10.2
  
 Neuraxis, Inc. 2025 Employee Stock Purchase Plan, as amended

  
  
  

 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

  

  

  

 SIGNATURES

  

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

  

 Date:
 June 12, 2026
 NEURAXIS,
 INC.

  
  

  
 By:
 /s/
 Brian Carrico

  
 Name:
 Brian
 Carrico

  
 Title:
 President
 and Chief Executive Officer