Neuraxis, Inc. Files 8-K on Material Agreement & Equity Sales

TL;DR

Neuraxis filed an 8-K for Oct 12th - new deal and stock sales, details to come.

AI Summary

Neuraxis, Inc. filed an 8-K on October 18, 2024, reporting on events that occurred on October 12, 2024. The filing indicates the entry into a material definitive agreement, unregistered sales of equity securities, and includes financial statements and exhibits. Specific details regarding the agreement, sales, or financial figures were not provided in the excerpt.

Why It Matters

This 8-K filing signals significant corporate activity for Neuraxis, Inc., potentially impacting its financial structure and future operations through a new material agreement and equity transactions.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• Neuraxis, Inc. (company) — Registrant
• October 12, 2024 (date) — Earliest event reported
• October 18, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 45-5079684 (identifier) — I.R.S. Employer Identification No.
• 11611 N. Meridian St , Suite 330 Carmel , IN 46032 (address) — Principal executive offices
• (812) 689-0791 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value NRXS NYSE American Indi
• $2.38 — referred Stock"), at price per share of $2.38. The aggregate purchase price of $3 mil
• $3 million — $2.38. The aggregate purchase price of $3 million was to be paid in 15 monthly installmen
• $5 million — he investment amount from $3 million to $5 million. As of the date of this filing, the Com
• $800,000 — ng, the Company has received a total of $800,000 from Flagstaff International and issued
• $1.8 million — he investment amount from $5 million to $1.8 million. Pursuant to the Fourth Amendment, Flag
• $1.8 m — tock for an aggregate purchase price of $1.8 million, of which (i) $800,000 has been p
• $500,000 — the Company before April 30, 2024, (ii) $500,000 is to be paid to the Company before Nov
• $145,000 — gregate purchase price of approximately $145,000. As previously reported, the Series B P

Filing Documents

• form8-k.htm (8-K) — 44KB
• ex10-1.htm (EX-10.1) — 29KB
• ex10-2.htm (EX-10.2) — 216KB
• ex10-3.htm (EX-10.3) — 107KB
• 0001493152-24-041597.txt ( ) — 636KB
• nrxs-20241012.xsd (EX-101.SCH) — 3KB
• nrxs-20241012_lab.xml (EX-101.LAB) — 33KB
• nrxs-20241012_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Amendment to Flagstaff SPA As previously disclosed, on November 9, 2023, Neuraxis, Inc. (the "Company") entered into a securities purchase agreement (the "Flagstaff SPA"), with Flagstaff International, LLC ("Flagstaff International") for the issuance and purchase of the Company's Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), at price per share of $2.38. The aggregate purchase price of $3 million was to be paid in 15 monthly installments. As previously disclosed, on February 12, 2024, the Company and Flagstaff International entered into three amendments to the Flagstaff SPA in 2024. Pursuant to the third amendment, the parties agreed to increase the investment amount from $3 million to $5 million. As of the date of this filing, the Company has received a total of $800,000 from Flagstaff International and issued 336,132 shares of Series B Preferred Stock to Flagstaff International. On October 12, 2024, the Company and Flagstaff International entered into the fourth amendment to the Flagstaff SPA (the "Fourth Amendment") to change the investment amount from $5 million to $1.8 million. Pursuant to the Fourth Amendment, Flagstaff International shall purchase from the Company, and the Company shall sell to Flagstaff International, up to an additional 420,168 shares of Series B Preferred Stock for an aggregate purchase price of $1.8 million, of which (i) $800,000 has been paid to the Company before April 30, 2024, (ii) $500,000 is to be paid to the Company before November 27, 2024, and (iii) $500,000 is to be paid to the Company before December 31, 2024. In addition, the Fourth Amendment provides that the Flagstaff SPA shall be terminated (i) automatically upon receipt by the Company of the payments and the issuance of the shares of Series B Preferred Stock, (ii) by mutual written consent of the Company and Flagstaff International, (iii) by Flagstaff Internat

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 18, 2024 NEURAXIS, INC. By: /s/ Brian Carrico Name: Brian Carrico Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR