[SCHEDULE 13G/A] Neuraxis, Inc. SEC Filing

Rhea-AI Filing Summary

Schedule 13G/A Amendment 3 highlights that individual investor Brian P. Hannasch now beneficially owns 713,818 shares of Neuraxis, Inc. (NRXS) common stock, representing 7.5 % of the outstanding class as of 30 June 2025. The filing specifies that the position includes 12,852 shares issuable upon exercise of currently exercisable warrants. All voting and dispositive power is held solely by Mr. Hannasch; no shared authority is reported.

The disclosure is filed under Rule 13d-1(c) (passive investor) and is accompanied by the standard certification that the securities were not acquired to influence control. Because ownership exceeds the 5 % threshold, periodic amendments are required; this document is the third amendment to the original Schedule 13G.

Key details for investors

• Beneficial owner: Brian P. Hannasch (U.S. citizen)
• Stake size: 713,818 shares (7.5 % of class)
• Sole voting/dispositive power: 713,818 shares
• No group membership or shared ownership disclosed
• Certification affirms passive investment intent

While the filing does not include financial performance data, it signals that a single investor maintains a sizable, clearly documented position in NRXS, information that may be relevant for tracking insider or significant shareholder activity.

Positive

• 7.5 % beneficial ownership is now transparently disclosed, providing investors clearer insight into NRXS’s shareholder base.

Negative

• None.

Insights

Securities Analyst

TL;DR Routine 13G/A shows Hannasch holds 7.5 % of NRXS; neutral impact, but confirms a sizeable passive stake.

The amendment discloses 713,818 NRXS shares under sole control of Brian Hannasch, including 12,852 warrant shares. At 7.5 %, the stake is meaningful yet below the 10 % threshold that would trigger Section 16 insider status. Because the filing is under Rule 13d-1(c), Hannasch declares passive intent, implying no activist agenda. For investors, the main takeaway is confirmation of ownership continuity and scale; without purchase price, timing, or intent changes, market impact should be modest.

Corporate Governance Expert

TL;DR Filing clarifies ownership structure; no control intent stated—governance implications minimal.

Schedule 13G filings inform shareholders about significant holders who could theoretically influence voting outcomes. Hannasch’s 7.5 % interest, while notable, remains under typical blocking thresholds and is presented as passive. No group formation or control ambitions are disclosed, and sole voting power suggests a straightforward structure. Consequently, board dynamics and proxy outcomes are unlikely to shift materially based on this ownership alone.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Neuraxis, Inc

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

64134X201

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 64134X201

1

Names of Reporting Persons

Brian P. Hannasch

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 713,818.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 713,818.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

713,818.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The shares disclosed above include 12,852 shares of common stock of Neuraxis, Inc. issuable upon the exercise of currently exercisable warrants held by Mr. Hannasch.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Neuraxis, Inc
(b)	Address of issuer's principal executive offices: 11611 N. Meridian Street, Suite 330, Carmel, IN, 46032
Item 2.
(a)	Name of person filing: Brian P. Hannasch
(b)	Address or principal business office or, if none, residence: 8815 W. State Road 46, Columbus, Indiana 47201
(c)	Citizenship: United States
(d)	Title of class of securities: Common Stock, $0.001 par value per share
(e)	CUSIP No.: 64134X201
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 713,818
(b)	Percent of class: 7.5%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 713,818
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 713,818
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Brian P. Hannasch

Signature:	/s/ Brian P. Hannasch
Name/Title:	Brian P. Hannasch
Date:	07/01/2025

FAQ

How many Neuraxis (NRXS) shares does Brian P. Hannasch own?

He beneficially owns 713,818 shares, including 12,852 warrant shares.

What percentage of NRXS’s outstanding common stock is represented by this stake?

The filing states a 7.5 % ownership position.

Does Hannasch share voting or dispositive power with anyone else?

No. The Schedule 13G/A reports sole voting and dispositive power over all shares.

Under which rule was the Schedule 13G/A filed?

It was filed pursuant to Rule 13d-1(c), indicating passive investment intent.

Does the holding include warrants?

Yes, it includes 12,852 shares issuable upon exercise of currently exercisable warrants.

Is this Brian Hannasch’s first ownership disclosure for NRXS?

No. This document is Amendment No. 3 to his Schedule 13G.