Neuraxis (NRXS) files S-3/A exhibit-only amendment adding auditor consent

Rhea-AI Filing Summary

Neuraxis, Inc. filed Amendment No. 1 to its Form S-3 registration statement (File No. 333-297651) as an exhibit-only filing. The amendment updates Item 16 to add Exhibit 23.1, the consent of Rosenberg Rich Baker Berman, P.A., while leaving the prospectus and the remainder of Part II unchanged.

The document also restates the exhibits list, confirms previously filed legal opinions and powers of attorney, and includes signatures from Chief Executive Officer Brian Carrico and Chief Financial Officer Timothy Henrichs dated July 30, 2026.

Filing Explained

As of July 30, 2026, the registration statement is not effective: it provides capacity to register up to 1,923,194 common shares for resale by existing holders, but this filing itself does not sell shares and Neuraxis receives no resale proceeds.

Key Figures

File Number: 333-297651 EIN: 45-5079684 Signature date: July 30, 2026

3 metrics

File Number 333-297651 Form S-3 registration statement reference in Amendment No. 1

EIN 45-5079684 I.R.S. Employer Identification Number of Neuraxis, Inc.

Signature date July 30, 2026 Date the company and officers signed Amendment No. 1

Key Terms

Registration Statement, exhibit-only filing, Certificate of Designation, Power of Attorney

4 terms

Registration Statement regulatory

"From time to time after the effective date of this Registration Statement."

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

exhibit-only filing regulatory

"is being filed as an exhibit-only filing to amend Item 16 of Part II"

Certificate of Designation financial

"Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

Power of Attorney regulatory

"24.1* | | Power of Attorney (included on the signature page hereto)"

A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.

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Available on EDGAR 07/30/2026 - 03:06 PM Accepted by SEC EDGAR 07/30/2026 - 03:05 PM Learn about SEC filing dates

FAQ

What does Neuraxis (NRXS) Amendment No. 1 to the Form S-3 do?

The amendment is an exhibit-only filing that revises Item 16 to add Exhibit 23.1, the consent of Rosenberg Rich Baker Berman, P.A., without changing the prospectus or other Part II disclosures.

Did Neuraxis (NRXS) change the offering terms in this S-3/A?

No. The company states that the amendment consists only of the facing page, explanatory note, updated Item 16, the signature page, and Exhibit 23.1. The prospectus and balance of Part II remain unchanged.

Which new exhibit is added in Neuraxis (NRXS) S-3 Amendment No. 1?

The amendment adds Exhibit 23.1, described as the consent of Rosenberg Rich Baker Berman, P.A.. Other referenced exhibits, including legal opinions and the filing fee table, were filed previously.

Who signed Neuraxis (NRXS) Amendment No. 1 to the Form S-3?

The amendment was signed on behalf of Neuraxis, Inc. by Chief Executive Officer Brian Carrico. The signature section also lists Chief Financial Officer Timothy Henrichs and the company’s directors with a power of attorney structure.

When was Neuraxis (NRXS) S-3/A Amendment No. 1 executed?

Neuraxis certifies the registration statement or amendment was signed on its behalf on July 30, 2026. Individual signature lines for the CEO, CFO, and directors also carry the date July 30, 2026.

As filed with the U.S. Securities and Exchange Commission on July 30, 2026

Registration No. 333-297651

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No.1

to

FORM S-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

NEURAXIS, INC.

(Exact name of registrant as specified in its charter)

Delaware		45-5079684
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

11611 N. Meridian Street, Suite 330

Carmel, IN 46032

Telephone: (812) 689-0791

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Brian Carrico

Chief Executive Officer

Neuraxis, Inc.

11611 N. Meridian Street, Suite 330

Carmel, IN 46032

Telephone: (812) 689-0791

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Joseph M. Lucosky, Esq.

Steven A. Lipstein, Esq.

Lucosky Brookman LLP

101 Wood Avenue South, 5th Floor

Woodbridge, NJ 08830

(732) 395-4496

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 of Neuraxis, Inc. (File No. 333-297651) (the “Registration Statement”) is being filed as an exhibit-only filing to amend Item 16 of Part II to file Exhibit 23.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement and Exhibit 23.1. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.

Item 16. Exhibits and Financial Statement Schedules

Exhibit Number		Exhibit Description
3.1		Certificate of Incorporation (incorporated by reference to exhibit 3.1 to Registration Statement on Form S-1, filed on January 10, 2023)
3.2		Certificate of Amendment to Certificate of Incorporation (incorporated by reference to exhibit 3.2 to Registration Statement on Form S-1, filed on January 26, 2023)
3.3		Certificate of Amendment to Certificate of Incorporation, filed August 22, 2024 (incorporated by reference to exhibit 3.1 to the Quarterly Report on Form 10-Q, filed on November 12, 2024)
3.4		Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock, filed August 22, 2024 (incorporated by reference to exhibit 3.2 to the Quarterly Report on Form 10-Q, filed on November 12, 2024)
3.5		Amendment No.1 to Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock, filed November 15, 2024 (incorporated by reference to exhibit 3.1 to the Current Report on Form 8-K, filed on November 21, 2024)
3.6		Bylaws (incorporated by reference to exhibit 3.3 to Registration Statement on Form S-1, filed on January 10, 2023)
5.1*		Legal opinion of Lucosky Brookman LLP
23.1		Consent of Rosenberg Rich Baker Berman, P.A.
23.2*		Consent of Lucosky Brookman LLP (included in Exhibit 5.1)
24.1*		Power of Attorney (included on the signature page hereto)
107*		Filing Fee Table

* Filed previously

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized on July 30, 2026.

	Neuraxis, Inc.
	By:	/s/ Brian Carrico
		Brian Carrico
		Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

Signature		Title		Date
/s/ Brian Carrico		Chief Executive Officer and Director		July 30, 2026
Brian Carrico		(principal executive officer)
/s/ Timothy Henrichs		Chief Financial Officer		July 30, 2026
Timothy Henrichs		(principal financial officer and principal accounting officer)
*		Director		July 30, 2026
Christopher Robin Brown
*		Director		July 30, 2026
Bradley Mitch Watkins
*		Director		July 30, 2026
Beth Keyser
*		Director		July 30, 2026
Kristin Ferge
*		Director		July 30, 2026
Gilad Aharon

*By	/s/ Brian Carrico
	Brian Carrico Chief Executive Officer and Director