As
filed with the Securities and Exchange Commission on October 8, 2025.
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
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 No.) |
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)
NEURAXIS,
INC. 2025 EMPLOYEE STOCK PURCHASE PLAN
NEURAXIS,
INC. 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN
(Full
title of the plan)
Brian
Carrico
Chief
Executive Officer
Neuraxis,
Inc.
11611
N. Meridian Street, Suite 330
Carmel,
IN 46032
Telephone:
(812) 689-0791
(Name,
address and telephone number, including area code, of agent for service)
Copies
to:
Joseph
M. Lucosky, Esq.
Steven
A. Lipstein, Esq.
Lucosky
Brookman LLP
101
Wood Avenue South, 5th Floor
Woodbridge,
NJ 08830
(732)
395-4496
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 |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration
Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933 (the “Securities Act”) and
the introductory note to Part I of Form S-8.
The
document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities
Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”)
either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
following documents filed by the Registrant with the Commission are incorporated as of their respective dates in this Registration Statement
by reference:
●
Our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 20, 2025;
●
Our Quarterly Report on Form 10-Q for the period ended March 31, 2025, filed with the SEC on May 12, 2025, and Quarterly Report on Form 10-Q for the period ended June 30, 2025, filed with the SEC on August 12, 2025;
●
Our Current Reports on Form 8-K filed with the SEC on May 21, 2025, May 22, 2025, July 3, 2025 and September 2, 2025 (in each case, except
for information contained therein which is furnished rather than filed); and
●
The description of our Common Stock contained in our registration statement on Form 8-A12B filed with the SEC on August 8, 2023.
All
documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any portions thereof furnished
by the Registrant, including information furnished under Item 2.02 and Item 7.01 and any exhibits relating to Item 2.02 or Item 7.01
furnished under Item 9.01 of Form 8-K and any certification required by 18 U.S.C. § 1350), subsequent to the filing of this Registration
Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement
contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such
statement.
| Item
4. |
Description
of Securities. |
Not
applicable.
| Item
5. |
Interests
of Named Experts and Counsel. |
Not
applicable.
| Item
6. |
Indemnification
of Directors and Officers. |
Section
145(a) of the Delaware General Corporate Law (the “DGCL”) provides, in general, that a corporation may indemnify any
person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because he or
she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful.
Section
145(b) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor
because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which he or she shall
have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court
determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably
entitled to indemnity for such expenses that the Court of Chancery or other adjudicating court shall deem proper.
Section
145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation
would have the power to indemnify the person against such liability under Section 145 of the DGCL.
Additionally,
our bylaws eliminates our directors’ liability to the fullest extent permitted under the DGCL. The DGCL provides that directors
of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:
● for
any transaction from which the director derives an improper personal benefit;
● for
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
● for
any unlawful payment of dividends or redemption of shares; or
● for
any breach of a director’s duty of loyalty to the corporation or its stockholders.
If
the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability
of the Company’s directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
We
are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees and
agents against liabilities for actions taken in their capacities as directors and officers.
| Item
7. |
Exemption
from Registration Claimed. |
Not
applicable.
The
exhibits listed on the exhibit index at the end of this Registration Statement are included in this Registration Statement.
EXHIBITS
| Exhibit
No. |
|
Description |
| 5.1* |
|
Opinion of Lucosky Brookman LLP, counsel to the Registrant |
| |
|
|
| 23.1* |
|
Consent of Rosenberg Rich Baker Berman, P.A., Independent Registered Public Accounting Firm for the Registrant |
| |
|
|
| 23.3* |
|
Consent of Lucosky Brookman LLP (included in Exhibit 5.1) |
| |
|
|
| 24.1* |
|
Power of Attorney (included as part of the signature pages to this Registration Statement) |
| |
|
|
| 99.1 |
|
Neuraxis, Inc. 2025 Employee Stock Purchase Plan (incorporated by reference to exhibit 10.2 to Current Report on Form 8-K, filed on July 3, 2025) |
| |
|
|
| 99.2 |
|
Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan (incorporated by reference to exhibit 10.21 to Registration Statement on Form S-1, filed on January 10, 2023) |
| |
|
|
| 107* |
|
Filing Fee Table |
*
Filed herewith
SIGNATURES
The
Registrant. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Carmel, IN, State of Indiana on the 8th day of October, 2025.
| |
NEURAXIS, INC. |
| |
|
|
| |
By: |
/s/ Brian Carrico |
| |
Name: |
Brian Carrico |
| |
Title: |
Chief Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Brian Carrico, his or her true
and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign
any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agent, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Brian Carrico |
|
Chief
Executive Officer and Director |
|
October
8, 2025 |
| Brian
Carrico |
|
(principal
executive officer) |
|
|
| |
|
|
|
|
| /s/
Timothy Henrichs |
|
Chief
Financing Officer |
|
October
8, 2025 |
| Timothy
Henrichs |
|
(principal
financial officer and principal accounting officer) |
|
|
| |
|
|
|
|
| /s/
Christopher Robin Brown |
|
Director |
|
October
8, 2025 |
| Christopher
Robin Brown |
|
|
|
|
| |
|
|
|
|
| /s/
Bradley Mitch Watkins |
|
Director |
|
October
8, 2025 |
| Bradley
Mitch Watkins |
|
|
|
|
| |
|
|
|
|
| /s/
Beth Keyser |
|
Director |
|
October
8, 2025 |
| Beth
Keyser |
|
|
|
|
| |
|
|
|
|
| /s/
Kristin Ferge |
|
Director |
|
October
8, 2025 |
| Kristin
Ferge |
|
|
|
|
| |
|
|
|
|
