Neuraxis Inc SEC Filings

Neuraxis (NRXS) received an amended Schedule 13G reporting updated ownership by funds affiliated with Michael Bigger. As of November 11, 2025, Bigger Capital Fund, LP reported 763,975 shares of common stock, representing 7.17% of the class. District 2 Capital Fund LP reported 151,714 shares, or 1.42%. Michael Bigger may be deemed to beneficially own 915,689 shares, or 8.60%, through these entities.

Percentages are based on 10,652,812 shares outstanding as of November 7, 2025. The filing states the securities were not acquired and are not held for the purpose of changing or influencing control.

NeurAxis (NRXS) reported third‑quarter results with net sales of $811,414 and gross profit of $675,927. Operating loss was $2,100,085 and net loss was $2,122,796. For the nine months, revenue reached $2,601,155 with a net loss of $6,091,898.

Liquidity improved: cash was $4,377,109 at September 30, 2025, supported by $4,999,999 of common stock issued on May 22, 2025 and $1,002,991 of warrant exercises. Net cash used in operating activities was $4,498,684 for the nine months, while financing activities provided $5,204,211. Working capital showed a $1,840,599 surplus at quarter‑end.

The company recorded preferred stock dividends of $198,707 for the quarter and $619,715 year‑to‑date. Common shares outstanding were 9,886,294 as of September 30, 2025; the company reported 10,652,812 shares outstanding as of November 7, 2025.

NeurAxis terminated the NSS‑2 Bridge license with Masimo in exchange for $200,000 payable in two installments and recaptured related trademark and patent applications. Management disclosed substantial doubt about the company’s ability to continue as a going concern, citing ongoing losses and dependence on broader insurance coverage adoption.

NeurAxis (NRXS) reported two updates. First, the company received FDA 510(k) clearance for its percutaneous electrical nerve field stimulation (PENFS) technology to treat functional abdominal pain associated with functional dyspepsia, and FD-related nausea symptoms, in patients aged 8 years and older. The FDA reviewed randomized trials and real‑world evidence in pediatric and young adult populations and extrapolated to adults, marking the first clearance or approval specifically addressing FD in the adult population.

Second, NeurAxis updated its at‑the‑market program. The company previously established an ATM of up to $3,300,000 and disclosed that from August 29, 2025 through October 23, 2025 it sold no shares. On October 23, 2025, it filed a prospectus supplement to increase the ATM capacity to $6,270,000, providing flexibility to raise equity over time through Craig‑Hallum Capital Group as sales agent.

Neuraxis, Inc. disclosed preliminary, unaudited results for the quarter and nine months ended September 30, 2025. The company expects cash and cash equivalents of approximately $4.4 million as of September 30, 2025.

For the three months ended September 30, 2025, Neuraxis estimates net sales of about $0.8 million, gross profits of about $0.7 million, and an operating loss of about $2.1 million. For the nine months ended September 30, 2025, net sales are expected to be about $2.6 million, compared with about $1.9 million for the same period in 2024.

Management emphasized these figures are preliminary and subject to change as the quarter-end close is completed. The company’s independent registered public accounting firm has not audited or reviewed these estimates, and final financial statements will be completed subsequent to this report. The company cautioned that adjustments could be material and advised against undue reliance on these preliminary figures.

NeurAxis, Inc. amended its at-the-market program to offer and sell shares of common stock with an aggregate offering price of up to $6,270,000 through Craig-Hallum, subject to General Instruction I.B.6 of Form S-3.

The company reports it has not sold any securities under the Sales Agreement from August 29, 2025 through October 23, 2025. On a preliminary unaudited basis, cash and cash equivalents were approximately $4.4 million as of September 30, 2025. For Q3 2025, preliminary net sales were approximately $0.8 million, gross profits approximately $0.7 million, and operating loss approximately $2.1 million. For the nine months ended September 30, 2025, preliminary net sales were approximately $2.6 million versus approximately $1.9 million for the prior-year period.

As of October 23, 2025, public float was approximately $33,817,486, based on 9,986,294 shares outstanding and a $3.82 share price, and the company has sold $4,999,998 of securities under I.B.6 in the prior 12 months.

Neuraxis (NRXS): Passive ownership disclosed. Bigger Capital Fund, LP and related entities filed a Schedule 13G stating passive beneficial ownership of Neuraxis common stock. As of October 9, 2025, Bigger Capital and its GP reported 583,998 shares, or 5.92% of the class. District 2 Capital Fund LP reported 105,561 shares, or 1.07%. Aggregating indirect interests, Michael Bigger may be deemed to beneficially own 689,559 shares, or 6.99%.

The filing cites 9,858,716 shares outstanding as of June 30, 2025 (per the company’s Form 10-Q) as the basis for percentages. It also notes warrants that are subject to a 9.99% beneficial ownership limitation and therefore excluded from the reported amounts: 66,138 shares tied to Bigger Capital and 79,366 shares tied to District 2 Capital Fund LP. The certification states the securities were not acquired to change or influence control.

Neuraxis, Inc. filed a Form S-8 registration statement to register securities issuable under its 2025 Employee Stock Purchase Plan and its existing 2022 Omnibus Securities and Incentive Plan. These plans are used to grant stock-based compensation and allow employees and other eligible participants to acquire company shares as part of their compensation packages.

The filing incorporates by reference Neuraxis’s most recent Annual Report on Form 10-K for the year ended December 31, 2024, its Quarterly Reports on Form 10-Q for the first two quarters of 2025, and several Current Reports on Form 8-K, along with the description of its common stock. Neuraxis also describes indemnification protections for directors and officers under Delaware law, its bylaws and potential insurance coverage. The registration statement is signed by the Chief Executive Officer, Chief Financial Officer and the board of directors.

Brian Allen Carrico, Neuraxis, Inc. director and CEO, reported grants of restricted stock units (RSUs). The Form 4 shows three RSU grants: 10,000 shares (reported 03/04/2025) with a reported value per share of $2.18; 90,640 shares (reported 03/04/2025) at $2.18; and 70,019 shares (reported 01/03/2025) at $2.42. Each grant is described as restricted stock units that will vest in full at the end of 36 months under Neuraxis’s incentive plans. The table reports the number of shares beneficially owned following each reported transaction equal to the amounts granted. The filing is individually reported by Carrico and is signed on 09/10/2025.

Kristin Ferge, a director of Neuraxis, Inc. (NRXS), reported a non-derivative acquisition of common stock on 01/17/2025. She acquired 13,157 shares at a price of $2.85 per share. Following this transaction, Ms. Ferge beneficially owned 14,340 shares. The filing states these shares were issued as compensation for services rendered as an independent director of the company. The Form 4 shows the filing is made by one reporting person and includes the reporting person’s address in Carmel, IN.