Rosalind Advisors Discloses 9.9% Stake in Neuraxis, Inc.

TL;DR

**Rosalind Advisors now owns 9.9% of Neuraxis, Inc. (NRSX) - watch this space.**

AI Summary

Rosalind Advisors, Inc. and its affiliates, including Aharon Gil and Rosalind Master Fund L.P., have filed a Schedule 13D on November 12, 2024, indicating they collectively beneficially own 1,000,000 shares of Neuraxis, Inc. common stock, representing 9.9% of the outstanding shares. This filing suggests a significant stake and potential for influence in the company.

Why It Matters

This filing signals a substantial investment by Rosalind Advisors in Neuraxis, Inc., potentially leading to increased scrutiny, activist involvement, or strategic discussions regarding the company's future direction.

Risk Assessment

Risk Level: medium — A 9.9% stake is a significant holding that could lead to activist investor actions or changes in company strategy.

Key Numbers

• 1,000,000 — Shares Owned (Beneficial ownership by Rosalind Advisors and affiliates.)
• 9.9% — Ownership Stake (Percentage of Neuraxis, Inc. common shares held by the filing group.)

Key Players & Entities

• Rosalind Advisors, Inc. (company) — Filing entity
• Aharon Gil (person) — Group member of filing entity
• Rosalind Master Fund L.P. (company) — Group member of filing entity
• Neuraxis, Inc. (company) — Subject company
• 1,000,000 (dollar_amount) — Number of shares beneficially owned
• 9.9% (dollar_amount) — Percentage of outstanding shares owned

FAQ

Filing Documents

• rosalind_nrsx_13d_nov202.htm (SC 13D) — 77KB
• rosalind_nrxs_exa.htm (EX-99.A BD-DIR-RESOL) — 2KB
• 0001622627-24-000064.txt ( ) — 81KB

Security and Issuer

Item 1. Security and Issuer. (a) This statement relates to the Preferred Stock (the "Shares") of Neuraxis, Inc., a Delaware corporation (the "Company"). (b) Address of Issuer's Principal Executive Offices: 11611 N. Meridian Street, Suite 330 Carmel, IN 46032.

Identity and Background

Item 2. Identity and Background. (a) This statement is filed by: (i) Rosalind Advisors, Inc. ("Advisor" to RMF) (ii) Rosalind Master Fund L.P. ("RMF") (iii) Steven Salamon ("President" and portfolio manager of the Advisor) (iv) Gil Aharon ("Secretary" and portfolio manager of the Advisor) Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 7. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) Address of the Principal Office or, if none, residence Rosalind Advisors, Inc. 15 Wellesley Street West Suite 326, Toronto, Ontario M4Y 0G7 Canada Rosalind Master Fund L.P. P.O. Box 309 Ugland House, Grand Cayman KY1-1104, Cayman Islands Steven Salamon 15 Wellesley Street West Suite 326, Toronto, Ontario M4Y 0G7 Canada Gil Aharon 15 Wellesley Street West Suite 326, Toronto, Ontario M4Y 0G7 Canada CUSIP No. 64134X201 13D Page 8 of 9 Pages (c) The principal business of Rosalind Advisors, Inc. is to operate as an investment advisory firm and to make public equity investments. (d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Salamon and Mr. Aharon are citizens of Canada, resident in Ontario

Purpose of Transaction

Item 4. Purpose of Transaction On November 19, 2024, the Board appointed Dr. Aharon to the Board, effective January 1, 2025.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Amount beneficially owned: The information as of the date of the event which requires filing of this statement required by Items 5(a) – (c) is set forth in Rows 7 – 13 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 13 of the cover page for each Reporting Person is based on 6,980,227 shares of Common Stock issued and outstanding as of September 30, 2024, as represented in the Company's Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024, and assumes the conversion of the Company's reported preferred stock (the "Reported Preferred Stock"), subject to the Blockers (as defined below). Pursuant to the terms of (i) the certificate of designations containing the terms of the Reported Preferred Stock, the Reporting Persons cannot convert the Reported Preferred Stock to the extent the Reporting Persons would beneficially own, after any such conversion, more than 9.99% of the outstanding shares of Common Stock (the "Preferred Stock Blockers"). Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Reported Preferred Stock due to the Blockers. Rosalind Advisors, Inc. is the investment advisor to RMF and may be deemed to be the beneficial owner of shares held by RMF. Steven Salamon and Gil Aharon are the portfolio managers of the Advisor and may be deemed to be the beneficial owner of shares of Preferred Stock held by RMF. Notwithstanding the foregoing, the Advisor, Mr. Salamon and Mr Aharon disclaim beneficial ownership of any such shares.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. A Joint Filing Agreement by and among Rosalind Advisors, Inc. Rosalind Master Fund L.P., and Steven Salamon, was originally filed on November 27, 2024, as an Exhibit. CUSIP No. 64134X201 13D Page 9 of 9 Pages 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. ROSALIND Steven Salamon Signature Steven Salamon/President, Rosalind Advisors, Inc. Name/Title 11/27/2024 Date Exhibit A Joint Filing Agreement The undersigned hereby agree that this Statement on Schedule 13D with respect to the beneficial ownership of shares of Common Stock of Neuraxis, Inc. is filed jointly on behalf of each of them. Rosalind Advisors, Inc. By: _____________________________ Name: Steven Salamon Title: President Rosalind Master Fund L.P. By: _____________________________ Name: Mike McDonald Title: Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund) Steven Salamon By: _____________________________ Name: Steven Salamon

View Full Filing

View this SC 13D filing on SEC EDGAR