false
0001933567
0001933567
2026-07-09
2026-07-09
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): July 9, 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
8.01 Other Events
On
July 9, 2026, the Board of Directors of Neuraxis, Inc. (the “Company”) authorized and the Company declared a stock
dividend on the Company’s Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”)
for the second quarter of 2026 (the “Second Quarter Dividend”). The Second Quarter Dividend will be paid in the
form of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The number of shares
of Common Stock to be received by each holder will be determined based on the accrued and unpaid dividends on such holder’s Series
B Preferred Stock from April 1, 2026 through the record date, divided by $2.38. A total of approximately 80,463 shares of Common Stock
are expected to be issued in connection with the Second Quarter Dividend. No fractional shares will be issued in connection with the
Second Quarter Dividend. In lieu of any fractional shares, holders of Series B Preferred Stock who would otherwise be entitled to receive
a fractional share of Common Stock will receive cash (without interest or deduction) in an amount equal to the product obtained by multiplying
(a) $2.38 by (b) the fraction of one share of Series B Preferred Stock owned by such holder. The Second Quarter Dividend will be
payable on July 29, 2026, to holders of record of the Company’s Series B Preferred Stock as of the close of business on
July 21, 2026.
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: July 10, 2026 |
NEURAXIS, INC. |
| |
|
| |
By: |
/s/ Brian
Carrico |
| |
Name: |
Brian Carrico |
| |
Title: |
President and Chief Executive Officer |
