[Form 4] Neuraxis, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Masimo Corp, identified as a 10% beneficial owner of Neuraxis, Inc. (NRXS), filed a Form 4 disclosing a complete exit from its common-stock position on 1 July 2025.

• Common-stock sales: 531,548 shares sold at $2.25 per share (Code S); beneficial ownership after this trade: 0 shares.
• Pre-funded warrant conversion: 289,779 shares acquired via automatic warrant exercise at $0.0001 per share (Code C), immediately followed by the sale of the same 289,779 shares at $2.25 per share (Code S).
• Derivative position: The pre-funded warrant (exercise price $0.0005) was fully exercised/converted (Code M) and now shows 0 derivative securities outstanding.

Net result: Masimo liquidated a total of 821,327 shares, reducing both its direct and derivative holdings in NRXS to zero. Because Masimo previously qualified as an “insider” under Section 16 (10% owner), the disposal is considered material. The filing does not give reasons for the divestiture nor mention any concurrent corporate events at Neuraxis.

Positive

• None.

Negative

• Complete divestiture by 10% owner: Masimo sold 821,327 NRXS shares, eliminating its stake and potentially signaling reduced confidence.
• Loss of strategic alignment: Departure of a major medical-device shareholder may lessen industry support and governance stability.

Insights

Financial Analyst

TL;DR: 10% owner Masimo sold 100% of its NRXS stake (821k shares) at $2.25, signaling potential insider pessimism.

The Form 4 is impactful because a single holder representing at least 10% ownership has exited completely. Such wholesale sales often raise questions about future prospects or valuation. The $2.25 sale price sets an observable reference point for near-term trading and removes an overhang of warrants and stock. However, the filing contains no performance metrics or corporate context, so investors should avoid over-extrapolating motives. Taken at face value, insider supply pressure is gone, but the loss of a strategic shareholder like Masimo may reduce perceived sponsorship.

Corporate Governance Expert

TL;DR: Strategic shareholder exit alters governance dynamics; watch ownership concentration and voting control.

Masimo’s departure eliminates a large, potentially stabilizing block holder. This shifts NRXS’s ownership landscape, possibly increasing influence of remaining insiders or public float volatility. The warrant exercise and immediate sale clarify capital-structure cleanup—no residual cheap securities remain. Nevertheless, sudden disengagement by an aligned medical-technology peer could be viewed negatively by governance-focused investors who value long-term strategic backing.

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
Estimated average burden
hours per response:			0.5

X

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^*

MASIMO CORP

(Last) (First) (Middle)

52 DISCOVERY

(Street)

IRVINE CA 92618

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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
Common Stock	07/01/2025		S		531,548	D	$2.25	0	D
Common Stock	07/01/2025		C		289,779	A	$0.0001	289,779	D
Common Stock	07/01/2025		S		289,779	D	$2.25	0	D

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
Pre-Funded Warrant, Common Stock (Right to Buy)	$0.0005	07/01/2025		M			289,779	(1)	(1)	Common Stock	289,779	$0	0	D

Explanation of Responses:

1. The Pre-Funded Warrant (the "Warrant") is currently exercisable and has no expiration date. Upon the Issuer's consummation of an initial public offering, the Warrant automatically converted into a warrant exercisable for 289,779 shares of Issuer's Common Stock, and the exercise price was adjusted to be $0.0005 per share of the Issuer's Common Stock.

Remarks:

	/s/ Micah Young, Attorney-In-Fact	07/03/2025
	** 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

How many NRXS shares did Masimo sell on 1 July 2025?

Masimo disposed of 531,548 existing shares and 289,779 newly issued shares, totaling 821,327 shares.

Did Masimo exercise any warrants in this filing?

Yes. A pre-funded warrant for 289,779 shares was exercised at $0.0005 per share and immediately sold.

What is Masimo’s remaining ownership in Neuraxis (NRXS)?

Post-transaction, Masimo reports zero common shares and zero derivative securities owned.

At what price were the NRXS shares sold?

All common-stock sales were executed at $2.25 per share.

Why is a Form 4 filing by a 10% owner significant?

Section 16 insiders’ trades can indicate sentiment and materially affect float and governance, making them closely watched by investors.