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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): April 21, 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
2.02 Results of Operations and Financial Condition
On
April 21, 2026, Neuraxis, Inc. (the “Company”), issued disclosure that, on a preliminary unaudited basis, the Company
expects its cash and cash equivalents to be approximately $7.1 million as of March 31, 2026. The Company expects its net sales
to be approximately $1.6 million for the three months ended March 31, 2026, as compared to approximately $0.9 million for the three
months ended March 31, 2025. On a preliminary unaudited basis, the Company expects its gross profit to be approximately $1.4
million, and its operating loss to be approximately $1.7 million, for the three months ended March 31, 2026. As we complete our
quarter-end financial statement close process and finalize our financial statements and accompanying notes for the three months
ended March 31, 2026, the Company will be required to make significant judgments in a number of areas that may result in the
estimates provided herein being different than the final reported amounts.
These
preliminary estimates have been prepared by and are the responsibility of the Company’s management. The Company’s independent
registered public accounting firm has not audited, reviewed or performed any procedures with respect to these preliminary estimates or
the accounting treatment thereof and does not express an opinion or any other form of assurance with respect thereto. The Company expects
to complete its financial statements for the three months ended March 31, 2026 subsequent to the filing of this Item 2.02 8-K. It is
possible that the Company or its independent registered public accounting firm may identify items that require the Company to make adjustments
to these preliminary estimates and those changes could be material. Accordingly, undue reliance should not be placed on these preliminary
estimates.
The
information contained in Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information
is not incorporated by reference into any registration statements or other document filed under the Securities Act of 1933, as amended
or the Exchange Act, regardless of the general incorporation language contained in such filing, except as shall be expressly set forth
by specific reference to this filing.
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: |
April 21, 2026 |
NEURAXIS,
INC. |
| |
|
|
|
| |
|
By: |
/s/
Brian Carrico |
| |
|
Name: |
Brian
Carrico |
| |
|
Title: |
President
and Chief Executive Officer |
