false 0001933567 0001933567 2023-12-19 2023-12-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 Number)

  

(I.R.S. Employer

Identification No.)

 

11550 N. Meridian Street, Suite 325

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 8.01. Other Events.

 

From June through November of 2022, Neuraxis, Inc. (the “Company”) entered into securities purchase agreements with Leonite Fund I, LP, Emmis Capital II, LLC, Bigger Capital Fund, LP, District 2 Capital Fund, LP, and Exchange Listing, LLC, and issued five-year warrants (the “2022 Warrants”) exercisable for an aggregate of 793,655 shares of common stock with an exercise price of $5.25 per share (the “2022 Warrants Exercise Price”). Of these 793,655 warrant shares, 353,115 warrant shares were registered in a registration statement declared effective by the Securities and Exchange Commission on August 8, 2023 (the “August S-1”).

 

From March through July 2023, the Company entered into certain securities purchase agreements and issued five-year warrants (the “2023 Warrants”) exercisable for an aggregate of 505,570 shares of common stock with a strike price at $5.25 per share (the “2023 Warrants Exercise Price”, and together with the 2022 Warrants Exercise Price, the “Exercise Price”). All of these warrant shares were registered in the August S-1.

 

The Company issued 120,235 warrants to the placement agent for the 2023 financing with the same terms as the 2023 Warrants (the “PA Warrants”, and together with the 2022 Warrants and the 2023 Warrants, the “Warrants”). These warrant shares were not registered in the August S-1.

 

As previously reported in a Current Report on Form 8-K filed by the Company on November 14, 2023, the Company entered into a securities purchase agreement (the “SPA”) with Flagstaff International, LLC for the issuance and purchase of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), at price per share of $2.38. As of December 19, 2023, Flagstaff International, LLC has not yet paid for or been issued any Series B Preferred Stock shares.

 

Pursuant to Section 2(c) of the 2022 Warrants and pursuant to Section 3(b) of the 2023 Warrants and the PA Warrants, as a result of the execution of the SPA, the Company adjusted the Exercise Price of each Warrant to $2.38 per share. As of December 19, 2023, the Company has not yet issued any of the new 2023 Warrants to purchase 609,760 shares of common stock or new PA Warrants to purchase 144,990 shares of common stock pursuant to Section 3(b) of such warrants. The number of shares of the Company’s common stock issuable upon exercise of the 2022 Warrants will remain unchanged.

 

 

 

 

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: December 19, 2023 NEURAXIS, INC.
     
  By: /s/ Brian Carrico
  Name: Brian Carrico
  Title: President and Chief Executive Officer

 

 

 

v3.23.4
Cover
Dec. 19, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 19, 2023
Entity File Number 001-41775
Entity Registrant Name Neuraxis, Inc.
Entity Central Index Key 0001933567
Entity Tax Identification Number 45-5079684
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 11550 N. Meridian Street
Entity Address, Address Line Two Suite 325
Entity Address, City or Town Carmel
Entity Address, State or Province IN
Entity Address, Postal Zip Code 46032
City Area Code (812)
Local Phone Number 689-0791
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol NRXS
Security Exchange Name NYSEAMER
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Neuraxis (AMEX:NRXS)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Neuraxis Charts.
Neuraxis (AMEX:NRXS)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Neuraxis Charts.