UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 15, 2024
Neuraxis, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-41775 | | 45-5079684 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
11611 N. Meridian St, Suite 330
Carmel, IN 46032
(Address of principal executive offices)
Registrant’s telephone number, including area code: (812) 689-0791
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.001 par value | | NRXS | | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 15, 2024, the Company filed Amendment No. 1 to Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “COD Amendment”) with the Secretary of State of the State of Delaware to (i) increase the authorized number of shares designated as “Series B Preferred Stock” from 4,000,000 to 5,000,000, (ii) extend the right to dividends at a rate of 8.5% per annum by 18 months, from June 30, 2025 to December 31, 2026, and (iii) amend the voting rights of the stockholders of the Series B Preferred Stock that each holder of Series B Preferred Stock shall be entitled to cast votes equal to the number of shares of Common Stock into which the shares of Series B Preferred Stock held by such holder are convertible on the basis of a conversion price of $3.80.
The information set forth herein is qualified in its entirety by reference to the complete text of the COD Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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: November 21, 2024 | NEURAXIS, INC. |
| | | |
| | By: | /s/ Brian Carrico |
| | Name: | Brian Carrico |
| | Title: | President and Chief Executive Officer |
