Neuraxis (NRXS) investors approve directors, plan changes and ESPP at 2026 meeting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Neuraxis, Inc. held its annual stockholder meeting, with 10,206,763 votes represented, equivalent to approximately 73.51% of outstanding voting power, establishing a quorum. Six directors were elected, each receiving at least 96.64% of votes cast for their seats.
Stockholders ratified the appointment of Rosenberg Rich Baker Berman, P.A. as independent auditor for the year ending December 31, 2026, with 10,187,191 votes in favor. They also approved an amendment to the 2022 Omnibus Securities and Incentive Plan, which again revised Section 5.1, and approved the Neuraxis, Inc. 2025 Employee Stock Purchase Plan.
Before the meeting, the board amended Section 5(c) of the Employee Stock Purchase Plan so that no employee may receive purchase rights if, immediately after grant, the employee would own 10% or more of the company’s voting power or value, replacing the original 5% limitation.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Common shares outstanding on record date: 11,505,421 shares
Series B preferred shares outstanding: 3,796,907 shares
Votes represented at meeting: 10,206,763 votes
+5 more
8 metrics
Common shares outstanding on record date
11,505,421 shares
Common stock outstanding and entitled to votes as of April 14, 2026 record date
Series B preferred shares outstanding
3,796,907 shares
Series B Preferred Stock outstanding as of April 14, 2026; entitled to 2,378,059 votes
Votes represented at meeting
10,206,763 votes
Total votes present in person or by proxy, about 73.51% of outstanding votes
Auditor ratification support
10,187,191 votes for
Votes in favor of ratifying Rosenberg Rich Baker Berman, P.A. for fiscal year ending December 31, 2026
Incentive plan amendment support
6,730,816 votes for
Votes for amending the 2022 Omnibus Securities and Incentive Plan (Section 5.1)
ESPP proposal support
7,572,343 votes for
Votes for the Neuraxis, Inc. 2025 Employee Stock Purchase Plan
ESPP ownership cap after amendment
10% ownership threshold
No employee may receive purchase rights if they would own 10% or more of voting power or value
Prior ESPP ownership limit
5% limitation
Original Section 5(c) of the ESPP before the board-approved change
Key Terms
quorum, broker non-votes, 2022 Omnibus Securities and Incentive Plan, Employee Stock Purchase Plan, +1 more
5 terms
quorum financial
"equivalent to approximately 73.51% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
broker non-votes financial
"The proposal regarding the amendment to Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan was approved as follows ... Broker Non-Votes ... 2,505,866"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
2022 Omnibus Securities and Incentive Plan financial
"Prior to the Annual Meeting, the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan (the “Incentive Plan”) had twice been previously amended."
Employee Stock Purchase Plan financial
"The proposal regarding the Neuraxis, Inc. 2025 Employee Stock Purchase Plan was approved as follows"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
independent registered public accounting firm financial
"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"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
FAQ
What percentage of voting power was represented at Neuraxis (NRXS) 2026 annual meeting?
Neuraxis had approximately 73.51% of outstanding voting power represented at its annual meeting. A total of 10,206,763 votes from common and Series B preferred stock were present in person or by proxy, which constituted a valid quorum for conducting business.
Were all director nominees elected at Neuraxis (NRXS) 2026 annual meeting?
All six Neuraxis director nominees were elected to one-year terms. Each nominee received at least 96.64% of votes cast for their election, with Brian Carrico and Dr. Gilad Aharon each receiving 7,676,498 votes for and only 24,399–24,401 votes withheld.
Did Neuraxis (NRXS) stockholders ratify the 2026 independent auditor?
Stockholders ratified Rosenberg Rich Baker Berman, P.A. as Neuraxis’ independent registered public accounting firm for 2026. The proposal received 10,187,191 votes for, 2,757 votes against and 16,815 abstentions, with no broker non-votes reported on this item.
What changes were approved to the Neuraxis (NRXS) 2022 Omnibus Securities and Incentive Plan?
Stockholders approved a third amendment to the Neuraxis 2022 Omnibus Securities and Incentive Plan, again revising Section 5.1. The proposal received 6,730,816 votes for, 727,030 against, 243,051 abstentions and 2,505,866 broker non-votes, and the amended plan is now in effect.
How did Neuraxis (NRXS) modify its 2025 Employee Stock Purchase Plan ownership limit?
Neuraxis’ board revised Section 5(c) of the 2025 Employee Stock Purchase Plan before stockholder approval. Employees can no longer receive purchase rights if they would own 10% or more of company voting power or value, replacing the prior 5% ownership limitation in that section.
Did Neuraxis (NRXS) stockholders approve the 2025 Employee Stock Purchase Plan?
Yes, stockholders approved the Neuraxis 2025 Employee Stock Purchase Plan. The proposal received 7,572,343 votes for, 122,240 against, 6,314 abstentions and 2,505,866 broker non-votes, and the amended plan is now effective as reflected in Exhibit 10.2.