Neuraxis CMO swaps 337K options for RSUs

Q: What equity award changes did NRXS report for Adrian Miranda on this Form 4?

Neuraxis (NRXS) reported that 337,204 stock options held by Adrian Miranda were canceled and replaced with 337,204 restricted stock units (RSUs) under the 2022 Omnibus Securities and Incentive Plan, which vested immediately and converted into common stock.

Q: How many NRXS common shares did Adrian Miranda receive after RSU vesting?

After the RSUs vested, Adrian Miranda received 199,106 common shares of Neuraxis. An additional 138,098 shares arising from the RSU vesting were withheld by the company to cover income tax withholding and remittance obligations.

Q: How many NRXS stock options were canceled in this transaction?

Neuraxis reported that 337,204 stock options issued under the 2017 Innovative Health Solutions, Inc. Stock Compensation Plan were canceled for Adrian Miranda, in exchange for an equivalent number of RSUs under the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan.

Q: Why did Neuraxis withhold some shares from Adrian Miranda’s RSU vesting?

Of the 337,204 RSUs that vested for Adrian Miranda, Neuraxis withheld 138,098 shares to satisfy income tax withholding and remittance obligations associated with the RSU vesting, as disclosed in the footnotes.

Q: What plan governs the new RSUs reported for NRXS officer Adrian Miranda?

The new RSUs for Adrian Miranda were granted under the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan, following cancellation of stock options that were originally issued under the 2017 Innovative Health Solutions, Inc. Stock Compensation Plan.

Neuraxis, Inc. (NRXS) reported that officer Adrian Miranda, CMO and SVP Science & Tech, had existing stock options canceled and replaced with restricted stock units under the company’s 2022 Omnibus Securities and Incentive Plan.

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Rhea-AI Filing Summary

Neuraxis, Inc. (NRXS) reported that officer Adrian Miranda, CMO and SVP Science & Tech, had existing stock options canceled and replaced with restricted stock units under the company’s 2022 Omnibus Securities and Incentive Plan. 337,204 stock options were canceled in exchange for 337,204 RSUs, which vested immediately upon grant and converted into common stock. In connection with this vesting, 138,098 shares were withheld by Neuraxis to satisfy income tax obligations, and 199,106 common shares were issued and are now held directly by Miranda.

Insider Trade Summary

674,408 shares exercised/converted

Exercise 4 txns

Insider Miranda Adrian

Role CMO, SVP Science & Tech

Type	Security	Shares	Price	Value
Conversion	Stock Options ^F2	337,204	$6.94	$2.34M
Grant/Award	RSU ^F2	337,204	--	--
Conversion	RSU ^F2	337,204	--	--
Grant/Award	Common Stock ^F1	199,106	--	--

Holdings After Transaction: Stock Options — 0 contracts (Direct); RSU — 0 contracts (Direct); Common Stock — 199,106 shares (Direct)

Footnotes (2)

F1. Reference is made to the 337,204 restricted stock units ("RSUs") granted and vested to the Reporting Person under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan as discussed below, of which 138,098 shares were withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the vesting of RSUs.
F2. Following approval by the Company's Board of Directors and stockholders of the cancellation of stock options issued under the 2017 Innovative Health Solutions, Inc. Stock Compensation Plan and the grant of an equivalent number of RSUs under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan, the reporting person's stock options were canceled in exchange for an equivalent number of RSUs, which vested immediately upon grant.

Key Figures

Stock options canceled: 337,204 options RSUs granted and vested: 337,204 RSUs Shares withheld for taxes: 138,098 shares +2 more

5 metrics

Stock options canceled 337,204 options Canceled and exchanged for RSUs under board and stockholder-approved action

RSUs granted and vested 337,204 RSUs Granted and vested immediately under Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan

Shares withheld for taxes 138,098 shares Withheld to satisfy income tax withholding and remittance obligations on RSU vesting

Common shares issued to reporting person 199,106 shares Common stock delivered upon RSU vesting and net of tax withholding

Resulting direct common stock holdings 199,106 shares Shares of Neuraxis common stock held directly by Adrian Miranda after transactions

Key Terms

restricted stock units, income tax withholding, Omnibus Securities and Incentive Plan, stock options, +1 more

5 terms

restricted stock units financial

"Reference is made to the 337,204 restricted stock units ("RSUs") granted and vested"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

income tax withholding financial

"138,098 shares were withheld by the Issuer to satisfy income tax withholding"

Omnibus Securities and Incentive Plan financial

"under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan"

stock options financial

"cancellation of stock options issued under the 2017 Innovative Health Solutions, Inc."

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

vested immediately upon grant financial

"an equivalent number of RSUs, which vested immediately upon grant"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award changes did NRXS report for Adrian Miranda on this Form 4?

Neuraxis (NRXS) reported that 337,204 stock options held by Adrian Miranda were canceled and replaced with 337,204 restricted stock units (RSUs) under the 2022 Omnibus Securities and Incentive Plan, which vested immediately and converted into common stock.

How many NRXS common shares did Adrian Miranda receive after RSU vesting?

After the RSUs vested, Adrian Miranda received 199,106 common shares of Neuraxis. An additional 138,098 shares arising from the RSU vesting were withheld by the company to cover income tax withholding and remittance obligations.

How many NRXS stock options were canceled in this transaction?

Neuraxis reported that 337,204 stock options issued under the 2017 Innovative Health Solutions, Inc. Stock Compensation Plan were canceled for Adrian Miranda, in exchange for an equivalent number of RSUs under the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan.

Why did Neuraxis withhold some shares from Adrian Miranda’s RSU vesting?

Of the 337,204 RSUs that vested for Adrian Miranda, Neuraxis withheld 138,098 shares to satisfy income tax withholding and remittance obligations associated with the RSU vesting, as disclosed in the footnotes.

Were Adrian Miranda’s NRXS equity transactions made under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox indicates no Rule 10b5-1 trading plan for these transactions, and the footnotes describe board- and stockholder-approved option cancellation and RSU grants rather than plan-based market trades.

What plan governs the new RSUs reported for NRXS officer Adrian Miranda?

The new RSUs for Adrian Miranda were granted under the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan, following cancellation of stock options that were originally issued under the 2017 Innovative Health Solutions, Inc. Stock Compensation Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/26/2026 - 05:30 PM EDT Accepted by SEC EDGAR 08/26/2026 - 05:30 PM EDT

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

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

INDIANA

46032

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/24/2026		A		199,106⁽¹⁾	A	⁽¹⁾	199,106	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	⁽²⁾	08/24/2026		C			337,204	⁽²⁾	⁽²⁾	Common Stock	337,204	$6.94	0	D
RSU	⁽²⁾	08/24/2026		A		337,204		⁽²⁾	⁽²⁾	Common Stock	337,204	⁽²⁾	337,204	D
RSU	⁽²⁾	08/24/2026		C			337,204	⁽²⁾	⁽²⁾	Common Stock	337,204	⁽²⁾	0	D

Explanation of Responses:

1. Reference is made to the 337,204 restricted stock units ("RSUs") granted and vested to the Reporting Person under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan as discussed below, of which 138,098 shares were withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the vesting of RSUs.

2. Following approval by the Company's Board of Directors and stockholders of the cancellation of stock options issued under the 2017 Innovative Health Solutions, Inc. Stock Compensation Plan and the grant of an equivalent number of RSUs under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan, the reporting person's stock options were canceled in exchange for an equivalent number of RSUs, which vested immediately upon grant.

	/s/ Adrian Miranda	08/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR