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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 24, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
(e)
Compensatory Arrangements of Certain Officers
Stock
Option Exchange
As
previously disclosed, on June 10, 2026, the stockholders of Neuraxis, Inc. (the “Company”) approved the cancellation
of 1,319,394 outstanding stock options previously granted under the Innovative Health Solutions, Inc. 2017 Stock Compensation Plan, as
amended, and the issuance of an equivalent amount of restricted stock units (“RSUs”) under the NeurAxis, Inc. 2022
Omnibus Securities and Incentive Plan, as amended (the “2022 Plan”), to each affected option holder on a one-for-one
basis in exchange for the cancellation of such options (the “Stock Option Exchange”). On July 24, 2026, the Stock
Option Exchange went effective. As a result of the Stock Option Exchange, Brian Carrico, President and Chief Executive Officer of the
Company, Adrian Miranda, Chief Medical Officer, Senior Vice President of Science and Technology of the Company, and Thomas Carrico, Chief
Regulatory Officer, Compliance Officer and Privacy Officer of the Company, will receive 199,188, 199,106, and 193,678 RSUs, vesting immediately.
RSU
Grants
On
August 13, 2026, following the approval of the Compensation Committee of the Board of Directors (the “Compensation Committee”),
the Company granted (i) 193,329 RSUs to Brian Carrico, (ii) 141,479 RSUs to Timothy Henrichs, Chief Financial Officer of the Company,
(iii) 133,341 RSUs to Adrian Miranda, and (iv) 135,906 RSUs to Thomas Carrico, under the 2022 Plan. The RSUs vest in three equal annual
installments over a three-year period.
Item
8.01 Other Events
On
August 13, 2026, following the approval of the Compensation Committee, the Company granted one-time equity awards of a total of 127,120
shares of the Company’s common stock to the independent directors of the Company in recognition of their prior service on the Board.
The awards were approved following a review conducted by an independent compensation consultant engaged by the Compensation Committee.
Based on the results of the review, the Compensation Committee determined to grant the independent directors additional equity compensation
to address historical compensation that was below applicable market levels.
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:
August 19, 2026 |
NEURAXIS,
INC. |
| |
|
| |
By: |
/s/
Brian Carrico |
| |
Name: |
Brian
Carrico |
| |
Title: |
President
and Chief Executive Officer |
