[8-K] Neuraxis, Inc. Reports Material Event

Rhea-AI Filing Summary

Neuraxis, Inc. has entered into an At-The-Market (ATM) Offering Agreement with Craig-Hallum Capital Group LLC that allows the company to offer and sell shares of its common stock, at the company's discretion, through the sales agent. The agreement permits aggregate sales with an offering price up to $3,300,000. The arrangement gives Neuraxis a standing mechanism to raise capital by selling shares into the market over time rather than through a single underwritten offering.

This filing discloses the existence and terms of the sales-agent relationship and the maximum aggregate offering amount; no specific sales, pricing, or use-of-proceeds details are included in the provided text.

Positive

• Flexible access to capital via an ATM program allowing sales over time rather than a single underwritten deal
• Named sales agent (Craig-Hallum Capital Group LLC) provides an established distribution channel
• Defined maximum aggregate amount ($3,300,000) gives clarity on the program's size

Negative

• Potential shareholder dilution if shares are sold under the program
• No details provided on pricing mechanics, timing of sales, or intended use of proceeds in the supplied text
• Execution-dependent impact: material effects depend on whether and how much of the $3.3M is actually sold

Insights

Financial Analyst

TL;DR ATM gives the company flexible access to equity capital up to $3.3M, but it may dilute existing shareholders depending on issuance.

The ATM agreement with a broker-dealer provides a ready channel to raise equity as needed without a fixed underwritten deal. For a small-cap issuer, having an on-demand equity program can help fund operations or growth without negotiating separate financings each time. The material item disclosed is the maximum aggregate offering amount and the identified sales agent; the filing does not disclose any committed sales, pricing mechanics, expected timing, or intended uses for proceeds, so material impact depends on future execution.

Corporate Governance Expert

TL;DR Establishing an ATM is a routine financing tool that increases flexibility but requires board oversight to manage dilution and disclosure.

The agreement formalizes a mechanism to issue equity opportunistically. Governance considerations include ensuring clear internal controls around when and how sales occur, communication with shareholders about dilution, and adherence to disclosure obligations if and when shares are issued. The filing is limited to the agreement terms and the maximum aggregate amount; it does not describe authorization limits, shareholder approvals, or board resolutions in the provided text.

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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): August 29, 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.)

11611 N. Meridian Street, Suite 330

Carmel, IN  0000

(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.

On August 29, 2025, Neuraxis, Inc. (the “Company”) entered into an At The Market Offering Agreement (the “Agreement”) with Craig-Hallum Capital Group LLC (the “Sales Agent”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its $0.001 par value common stock (the “Common Stock”), having an aggregate offering price of up to $3,300,000, through the Sales Agent as its sales agent.

Pursuant to the Agreement, sales of the Common Stock, if any, will be made under the Company’s effective Registration Statement on Form S-3 (File No. 333-283798), previously filed with the Securities and Exchange Commission on December 13, 2024 and declared effective on February 11, 2025, and the prospectus supplement relating to this offering, filed on August 29, 2025, by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including privately negotiated transactions. The Sales Agent will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Sales Agent a commission of three percent (3%) of the gross sales proceeds of any Common Stock sold through the Sales Agent under the Agreement, and also has provided the Sales Agent with customary indemnification rights. The Company will also reimburse the Sales Agent for fees and expenses of its legal counsel in an amount up to $50,000, in addition to certain ongoing disbursements of its legal counsel payable in the amount of up to $5,000 in connection with each due diligence update session thereafter.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the legal opinion and consent of Lucosky Brookman LLP relating to the shares is attached hereto as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state..

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibits
1.1		At The Market Offering Agreement, dated August 29, 2025, by and between Neuraxis, Inc. and Craig-Hallum Capital Group LLC
5.1		Opinion of Lucosky Brookman LLP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 2, 2025	NEURAXIS, INC.
	By:	/s/ Brian Carrico
	Name:	Brian Carrico
	Title:	President and Chief Executive Officer

FAQ

What did Neuraxis (NRXS) file in this 8-K?

The company disclosed an At-The-Market Offering Agreement with Craig-Hallum Capital Group LLC to offer and sell common stock up to an aggregate offering price of $3,300,000.

Who is the sales agent for the ATM program?

The sales agent named in the filing is Craig-Hallum Capital Group LLC.

How much capital can Neuraxis raise under the agreement?

The agreement permits aggregate sales with an offering price of up to $3,300,000.

Does the filing state how the proceeds will be used?

No. The provided text does not include any use-of-proceeds information.

Does the filing confirm any actual sales of shares?

No. The document only establishes the ATM agreement and maximum aggregate amount; it does not report any completed sales.