Neuraxis Inc. Files Definitive Proxy Statement

TL;DR

Neuraxis proxy filed for Aug 15 meeting. Shareholders vote soon.

AI Summary

Neuraxis, Inc. filed a definitive proxy statement (DEF 14A) on July 1, 2024, for its annual meeting on August 15, 2024. The company, incorporated in Delaware with its principal executive offices in Carmel, Indiana, operates in the electromedical and electrotherapeutic apparatus industry. This filing is a routine corporate action to solicit shareholder votes for matters to be presented at the meeting.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda for the annual meeting, including any proposals requiring their vote, and provides information on executive compensation and board nominations.

Risk Assessment

Risk Level: low — This is a standard DEF 14A filing, which is a routine disclosure for public companies and does not inherently indicate new risks.

Key Players & Entities

• Neuraxis, Inc. (company) — Registrant
• 0001140361-24-031946.txt (document) — Filing document identifier
• 20240701 (date) — Filing date
• 20240815 (date) — Meeting date
• 11611 N. MERIDIAN ST (address) — Company business address
• CARMEL (location) — Company city
• DE (location) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — ompany’s Common Stock, par value $0.001 (the “Common Stock”) upon

Filing Documents

• ny20031004x2_def14a.htm (DEF 14A) — 500KB
• ny20031004x2_pvp01.jpg (GRAPHIC) — 87KB
• ny20031004x2_pvp02.jpg (GRAPHIC) — 80KB
• ny20031004x2_pvp03.jpg (GRAPHIC) — 75KB
• ny20031004x2_pc01.jpg (GRAPHIC) — 916KB
• ny20031004x2_pc02.jpg (GRAPHIC) — 441KB
• 0001140361-24-031946.txt ( ) — 2701KB

From the Filing

DEF 14A 1 ny20031004x2_def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:   ☐ Preliminary Proxy Statement   ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement   ☐ Definitive Additional Materials   ☐ Soliciting Material under § 240.14a-12 NEURAXIS, INC. (Name of Registrant as Specified In Its Charter)   (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required   ☐ Fee paid previously with preliminary materials:   ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(6)(i)(4) and 0-11. NEURAXIS, INC.   11611 N. Meridian St, Suite 330 Carmel, IN 46032 (812) 689-0791 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To be Held on August 15, 2024 To the Stockholders of NeurAxis, Inc.: NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Neuraxis, Inc., a Delaware corporation (the “Company”), will be held on August 15, 2024 at 9:00 a.m. Eastern Time at 11611 N. Meridian St, Suite 330, Carmel, IN 46032. The meeting will be held for the following purposes: The principal business of the meeting will be: 1. To elect five directors to serve until our next annual meeting of Stockholders or until their successor is duly elected and qualified; 2. To ratify the appointment of Rosenberg Rich Baker Berman, P.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2024; 3. To approve the amendment to Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan (the “2022 Plan”) to increase the number of shares available for issuance by 300,000 shares and to insert an “evergreen” provision that allows for an annual increase in the number of shares available for issuance under the 2022 Plan to be added on the first day of each fiscal year through and including 2031 in an amount equal to 5% of the number of shares of our common stock outstanding on the immediately preceding December 31 or such lesser amount determined by our board of directors or the compensation committee; 4. To approve an amendment to the Certificate of Incorporation to authorize the “blank check” preferred stock that could be issued by our board of directors; 5. To approve, for purposes of NYSE American Rule 713(a), the issuance of 20% or more of the outstanding shares of the Company’s Common Stock, par value $0.001 (the “Common Stock”) upon the conversion of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) into up to 3,838,235 shares of Common Stock; 6. To approve, on an advisory basis, the compensation paid to our named executive officers; 7. To approve, on an advisory basis, the frequency of future shareholder advisory votes on the compensation of our named executive officers; and 8. To transact such other business as may be properly brought before the Annual Meeting and any adjournments thereof. You may vote if you were the record owner of shares of the Company’s Common Stock, at the close of business on June 17, 2024. The board of directors of the Company has fixed the close of business on June 17, 2024 as the record date (the “Record Date”) for the determination of Stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournments thereof. As of the Record Date, there were 6,647,960 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of our Common Stock are entitled to one vote for each share of Common Stock held. The foregoing shares are referred to herein as the “Shares.” Holders of our Common Stock will vote together as a single class on all matters described in this proxy statement (the “Proxy Statement”). All Stockholders are cordially invited to attend the Annual Meeting. Stockholders who plan to attend the Annual Meeting in person must notify the Company no later than 5:00 p.m. Eastern Time on August 8, 2024 by contacting the Company’s Chief Executive Officer, Brian Carrico, at (812) 689-0791, or bcarrico@neuraxis.com. Whether you plan to attend the Annual Meeting or not, you are requested to vote over the Internet, by telephone, or, if you request a paper copy of the proxy material

View Full Filing

View this DEF 14A filing on SEC EDGAR