Neuraxis, Inc. Insider Trading Activity

Accepted by SEC EDGAR 07/03/2025 - 05:38 PM EDT Learn about SEC filing dates

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider MASIMO CORP

Role 10% Owner

Sold 821,327 shs ($1.85M)

Approx. gross sale proceeds $1.85M

Approx. exercise cost $144.89

Type	Security	Shares	Price	Value
Exercise	Pre-Funded Warrant, Common Stock (Right to Buy)	289,779	$0.00	$0.00
Sale	Common Stock	531,548	$2.25	$1.20M
Conversion	Common Stock	289,779	$0.0001	$28.98
Sale	Common Stock	289,779	$2.25	$652K

Holdings After Transaction: Pre-Funded Warrant, Common Stock (Right to Buy) — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (1)

1. F1. 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.

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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.