Neuraxis (NRXS) Awards 72,435 RSUs to Officer Under Equity Plans

Rhea-AI Filing Summary

Thomas Joeseph Carrico, an officer of Neuraxis, Inc. (NRXS), received three awards of restricted stock units (RSUs) totaling 72,435 shares across transaction dates of 01/03/2025 and 03/04/2025. The grants are recorded as non‑derivative/derivative entries converting to common stock at reported per‑share values of $2.18 and $2.42 depending on the grant.

The RSUs are described as bonus and long‑term incentive awards under the company’s equity plans and will vest in full at the end of 36 months, meaning Carrico will obtain the underlying common shares only after the three‑year vesting period. The filing shows the awards are held directly by the reporting person.

Positive

• Alignment of interests: Issuance of 72,435 RSUs ties the reporting person’s compensation to long‑term company performance through a 36‑month vesting period.
• Retention incentive: Time‑based vesting under the 2022 Omnibus and Long‑Term Incentive Plans supports executive continuity without immediate cash outlay.

Negative

• Potential dilution: The awards convert to 72,435 common shares upon vesting, increasing share count when units settle.
• Delayed realization: Full vesting after 36 months delays alignment benefits for shareholders to a multi‑year horizon.

Insights

Securities Analyst

TL;DR: Executive received time‑based RSUs totaling 72,435 shares, aligning compensation with multi‑year performance but creating eventual share issuance.

The grants—10,000 RSUs at $2.18, 27,435 RSUs at $2.18, and 35,000 RSUs at $2.42—are standard long‑term compensation mechanisms recorded as direct holdings. Vesting in 36 months ties realization to continued service or performance over three years. For investors, this signals management retention incentives rather than immediate cash compensation. The transaction itself is routine under the referenced omnibus and long‑term incentive plans and does not, on its face, indicate operational changes or immediate liquidity events.

Corporate Governance Expert

TL;DR: Time‑based RSU awards promote alignment and retention, but will result in share issuance upon vesting that investors should note.

The filing explicitly states the awards are granted under the 2022 Omnibus Securities and Incentive Plan and the Long‑Term Incentive Plan and vest in full after 36 months. Such awards are governance‑standard for executive retention and incentivization. Key governance points visible in the filing: the awards are direct, described as bonuses/long‑term incentives, and carry explicit vesting terms. The material governance implication is future dilution of 72,435 common shares upon vesting, subject to plan and company procedures.

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^*

Carrico Thomas Joeseph

(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)
	CRO, CCO, CPO

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		27,435		(2)	(2)	Common Stock	27,435	$2.18	27,435	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/ Thomas Carrico	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 RSU awards did NRXS reporting person Thomas Carrico receive?

He was granted three RSU awards totaling 72,435 shares: 10,000 (03/04/2025) and 27,435 (03/04/2025) at reported $2.18 values, and 35,000 (01/03/2025) at $2.42.

When do the RSUs for NRXS vest?

All described RSU awards vest in full at the end of 36 months from their grant dates.

Under which plans were the RSUs granted to the NRXS officer?

The grants were made under the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan and the Long‑Term Incentive Plan as stated in the filing.

Will the RSU grants result in additional common shares outstanding for NRXS?

Yes. Upon vesting and settlement the RSUs convert into common stock totaling 72,435 shares held directly by the reporting person.

What is the reporting person’s role at NRXS?

The filing lists Thomas Joeseph Carrico as a Director and an Officer with titles CRO, CCO, and CPO.