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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): July 1, 2025
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
1.01 Entry into a Material Definitive Agreement.
As
previously disclosed, on April 9, 2020, Neuraxis, Inc. (the “Company”) entered into a license and collaboration agreement
(the “License and Collaboration Agreement”) with Masimo Corporation (“Masimo”). Under the License
and Collaboration Agreement, the Company granted Masimo an exclusive, fully paid-up, royalty-free license to certain specifically identified
patents and trademarks in a limited field of use, in connection with the NSS-2 Bridge device—a percutaneous nerve field stimulator
(PNFS) indicated for use in the reduction of the symptoms of opioid withdrawal. The licensed patents are generally directed to the NSS-2
Bridge device and the treatment of opioid withdrawal symptoms. The licensed trademarks are generally directed to the NSS-2 Bridge mark.
Masimo paid a one-time fee of $250,000. Masimo marketed and sold this product as its Masimo Bridge.
On
July 1, 2025, the Company entered into a termination agreement (the “Termination Agreement”) with Masimo to terminate
the License and Collaboration Agreement. Pursuant to the Termination Agreement, the Company agreed to pay Masimo $200,000 in cash, in
two equal installments due on December 31, 2025, and June 30, 2026, for products and assets related thereto, the licensed trademark,
and patents related to the products. As a result, the Company will no longer receive any licensing payments or other revenue from the
NSS-2 Bridge device.
The
foregoing description of the Termination Agreements is not complete and is qualified in its entirety by reference to the full
text of the form of Termination Agreement, a copy of which is filed as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
Item 1.02
Termination of a Material Definitive Agreement.
The
information contained in Item 1.01 is incorporated by reference herein.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
July 1, 2025, the compensation committee of the board of directors (the “Board”) of the Company adopted the Neuraxis,
Inc. 2025 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”), effective as of the same date. While
the Employee Stock Purchase Plan is already effective, stockholder approval must be obtained within 12 months of July 1, 2025.
The
purpose of the Employee Stock Purchase Plan is to give eligible employees of the Company an opportunity to acquire an ownership interest
in the Company by providing eligible employees the opportunity to purchase shares of the Company’s common stock at a 15% discount
using payroll deductions.
The
maximum number of shares of the Company’s common stock that may be issued under the Employee Stock Purchase Plan is 100,000, subject
to an annual increase on January 1 of each year from 2026 through 2035 by the lesser of (i) 1% of the Company’s outstanding capital
stock as of the prior December 31 or (ii) 100,000 shares. The Board may reduce or eliminate this annual increase before February 1 of
any given year.
The
Employee Stock Purchase Plan is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423
of the Internal Revenue Code of 1986, as amended. The length of the offering periods under the Employee Stock Purchase Plan will be determined
by the plan administrator and may be up to 27 months long. The plan administrator will determine the terms of any offering periods.
The
foregoing description of the Employee Stock Purchase Plan does not purport to be complete and is qualified in its entirety by
reference to the complete text of the Employee Stock Purchase Plan which is filed as Exhibit 10.2 to this Current Report on Form 8-K
and are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Exhibits |
| 10.1* |
|
Termination Agreement, dated July 1, 2025, by and between Neuraxis, Inc. and Masimo Corporation |
| 10.2 |
|
Neuraxis, Inc. 2025 Employee Stock Purchase Plan |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
*
The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule
and/or exhibit will be furnished to the SEC upon request.
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 3, 2025 |
NEURAXIS, INC. |
| |
|
| |
By: |
/s/ Brian
Carrico |
| |
Name: |
Brian Carrico |
| |
Title: |
President and Chief Executive Officer |
