NRXS 8-K
Neuraxis, INC (NRXS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders
On May 29, 2025, Neuraxis, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”) at 11611 N. Meridian Street, Suite 330, Carmel, Indiana 46032.
As of the close of business on March 31, 2025, the record date for the Annual Meeting (the “Record Date”), (i) 7,215,864 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) were outstanding and entitled to 7,215,864 votes, and (ii) 4,280,939 shares of the Company’s Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) were outstanding and entitled to 2,342,500 votes. At the Annual Meeting, a total of 5,660,885 votes, comprised of shares of the Company’s Common Stock and Series B Preferred Stock, equivalent to approximately 59.22% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.
1. The six nominees for director were elected to serve a one-year term as follows:
| Director | Votes For | % Votes For | Votes Withheld | % Votes Withheld | ||||||||||||
| Brian Carrico | 4,511,909 | 99.72 | % | 12,648 | 0.28 | % | ||||||||||
| Dr. Christopher R Brown | 4,271,851 | 94.41 | % | 252,706 | 5.59 | % | ||||||||||
| Bradley Mitch Watkins | 4,511,909 | 99.72 | % | 12,648 | 0.28 | % | ||||||||||
| Beth Keyser | 4,454,882 | 98.46 | % | 69,675 | 1.54 | % | ||||||||||
| Kristen Ferge | 4,511,909 | 99.72 | % | 12,648 | 0.28 | % | ||||||||||
| Dr. Gilad Aharon | 4,516,409 | 99.82 | % | 8,148 | 0.18 | % | ||||||||||
2. The proposal to ratify the appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved as follows:
| Votes For | Votes Against | Broker Non-Votes | Votes Abstained | |||
| 5,655,664 | 0 | 0 | 5,221 |
3. The proposal of the issuance of 20% or more of Company’s outstanding Common Stock upon the conversion of Series B Convertible Preferred Stock was approved as follows:
| Votes For | Votes Against | Broker Non-Votes | Votes Abstained | |||
| 4,127,496 | 128,811 | 1,136,328 | 268,250 |
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: June 4, 2025 | NEURAXIS, INC. | |
| By: | /s/ Brian Carrico | |
| Name: | Brian Carrico | |
| Title: | President and Chief Executive Officer | |