NRXS Form 4: Adrian Miranda awarded 75,000 RSUs with three-year vesting

Rhea-AI Filing Summary

Neuraxis, Inc. reported a Form 4 showing that Adrian Miranda, CMO and SVP Science & Tech, was granted restricted stock units (RSUs) totaling 75,000 underlying shares in three separate awards. The grants are identified as 10,000, 30,000 and 35,000 RSUs and show per-share prices of $2.18 for two awards and $2.42 for one award. The filing states each RSU award will vest in full after 36 months. The reporting person is a company officer and the Form 4 was signed by Adrian Miranda.

Positive

• 75,000 RSUs granted across three awards (10,000; 30,000; 35,000) explicitly disclosed
• All RSU awards vest in full after 36 months, providing clear time-based vesting terms
• Grants tied to named company plans: 2022 Omnibus Securities and Incentive Plan and Long-Term Incentive Plan

Negative

• None.

Insights

Compensation & Equity Specialist

TL;DR: Officer received time-based RSUs totaling 75,000 shares that vest over three years, reflecting standard long-term incentive compensation.

The Form 4 discloses three RSU awards to a senior executive totaling 75,000 underlying common shares with stated per-share prices of $2.18 and $2.42. Each award is described as vesting in full at the end of 36 months, indicating time-based retention incentives rather than immediate cash payout or performance hurdles. For shareholders, these awards represent future issuance of common stock upon vesting, subject to plan terms. The disclosure is routine for executive compensation and follows the companys omnibus and long-term incentive plans as cited.

Securities Compliance Analyst

TL;DR: Filing properly reports insider grants under company plans with vesting details and signatures, consistent with Section 16 reporting.

The Form 4 lists the reporting persons name, address, officer title (CMO, SVP Science & Tech), relationship to the issuer, and the transaction dates. Transaction dates include 01/03/2025 for one RSU award and 03/04/2025 for two awards, and the form is signed on 09/10/2025. Explanatory notes reference the 2022 Omnibus Securities and Incentive Plan and the Long-Term Incentive Plan as the grant sources. The disclosure appears complete for the reported awards and includes vesting terms as required for transparency under Section 16.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Miranda Adrian

(Last) (First) (Middle)

11611 N. MERIDIAN ST,

SUITE 330

(Street)

CARMEL IN 46032

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Neuraxis, INC [ NRXS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CMO, SVP Science & Tech

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
RSU	(1)	03/04/2025		A		10,000		(1)	(1)	Common Stock	10,000	$2.18	10,000	D
RSU	(2)	03/04/2025		A		30,000		(2)	(2)	Common Stock	30,000	$2.18	30,000	D
RSU	(3)	01/03/2025		A		35,000		(3)	(3)	Common Stock	35,000	$2.42	35,000	D

Explanation of Responses:

1. These shares of common stock are restricted stock units (RSUs) granted to the reporting person as bonus under Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan, as amended. The RSUs will vest in full at the end of 36 months.

2. These shares of common stock are RSUs granted to the reporting person under the Long-Term Incentive Plan. The RSUs will vest in full at the end of 36 months.

3. These shares of common stock are RSUs granted to the reporting person under the Long-Term Incentive Plan. The RSUs will vest in full at the end of 36 months.

	/s/ Adrian Miranda	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Neuraxis (NRXS) report on this Form 4?

The filing reports Adrian Miranda was granted three RSU awards totaling 75,000 underlying shares (10,000; 30,000; 35,000).

When do the RSU awards to Adrian Miranda vest?

The Form 4 states each RSU award will vest in full at the end of 36 months.

What are the reported per-share prices shown for the RSU awards?

The filing shows per-share amounts of $2.18 for two awards and $2.42 for one award as listed in the derivative security table.

What roles does the reporting person hold at Neuraxis (NRXS)?

The reporting person is listed as a company officer with titles CMO, SVP Science & Tech and is also identified as a director.

Under which plans were the RSU awards granted?

Explanatory notes state the awards were granted under the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan and the Long-Term Incentive Plan.