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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Compensatory Arrangements of Certain Officers
Stock Option Exchange
As previously disclosed, on June 10, 2026, the stockholders of Neuraxis, Inc. (the “Company”) approved the cancellation of 1,319,394 outstanding stock options previously granted under the Innovative Health Solutions, Inc. 2017 Stock Compensation Plan, as amended, and the issuance of an equivalent amount of restricted stock units (“RSUs”) under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan, as amended (the “2022 Plan”), to each affected option holder on a one-for-one basis in exchange for the cancellation of such options (the “Stock Option Exchange”). On July 24, 2026, the Stock Option Exchange went effective. As a result of the Stock Option Exchange, Brian Carrico, President and Chief Executive Officer of the Company, Adrian Miranda, Chief Medical Officer, Senior Vice President of Science and Technology of the Company, and Thomas Carrico, Chief Regulatory Officer, Compliance Officer and Privacy Officer of the Company, will receive 199,188, 199,106, and 193,678 RSUs, vesting immediately.
RSU Grants
On August 13, 2026, following the approval of the Compensation Committee of the Board of Directors (the “Compensation Committee”), the Company granted (i) 193,329 RSUs to Brian Carrico, (ii) 141,479 RSUs to Timothy Henrichs, Chief Financial Officer of the Company, (iii) 133,341 RSUs to Adrian Miranda, and (iv) 135,906 RSUs to Thomas Carrico, under the 2022 Plan. The RSUs vest in three equal annual installments over a three-year period.
Item 8.01 Other Events
On August 13, 2026, following the approval of the Compensation Committee, the Company granted one-time equity awards of a total of 127,120 shares of the Company’s common stock to the independent directors of the Company in recognition of their prior service on the Board. The awards were approved following a review conducted by an independent compensation consultant engaged by the Compensation Committee. Based on the results of the review, the Compensation Committee determined to grant the independent directors additional equity compensation to address historical compensation that was below applicable market levels.
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: August 19, 2026 | NEURAXIS, INC. | |
| By: | /s/ Brian Carrico | |
| Name: | Brian Carrico | |
| Title: | President and Chief Executive Officer | |