Neuraxis, INC 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders of Common Stock Our common stock is listed on the NYSE American, under the symbol “NRXS”. As of April 12, 2024, there were approximately 425 record holders of our common stock. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries and holders of unissued shares common stock. The last reported sales price for our Common Stock as reported on the NYSE American on April 12, 2024 was $3.10. Dividends We have not declared or paid any cash dividends on our common stock, and we do not anticipate declaring or paying cash dividends for the foreseeable future. We are not subject to any legal restrictions respecting the payment of dividends, except that we may not pay dividends if the payment would render us insolvent. Any future determination as to the payment of cash dividends on our common stock will be at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements and other factors that the board of directors considers to be relevant. Recent Sales of Unregistered Securities On November 9, 2023, the Company entered into a securities purchase agreement (the “SPA”) with Flagstaff International, LLC (“Flagstaff International”) for the issuance and purchase of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock Financing”), at price per share of $2.38 (the “Series B Preferred Financing”). The aggregate purchase price is $3,000,000, to be paid in 15 monthly installments of $200,000 each, commencing on the later of January 10, 2024 or a date after stockholders approve of an amendment to the Company’s Certificate of Incorporation to authorize the creation of the Series B Preferred Stock (the “Stockholder Approval”). The Series B Preferred Stock is convertible at any time into shares of common stock of the Company without any further consideration. The closing of this transaction is subject to the Stockholder Approval following which the Company will file the Series B Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware. Following the issuance of the Series B Preferred Stock, it will rank senior to the common stock with respect to payments upon the liquidation, dissolution and winding up of the Company. As of December 31, 2023, Flagstaff International, LLC has not yet paid for or been issued any Series B Preferred Stock shares. The Company previously issued (i) warrants exercisable for an aggregate of 793,655 shares of common stock with an exercise price of $5.25 per share to Leonite Fund I, LP, Emmis Capital II, LLC, Bigger Capital Fund, LP, District 2 Capital Fund, LP, and Exchange Listing, from June through November 2022 (the “2022 Warrants”), (ii) warrants exercisable for an aggregate of 505,570 shares of common stock with a strike price at $5.25 per share to certain investors from March through July 2023 (the “the 2023 Warrants”), and (iii) 120,235 warrants to the placement agent for the 2023 financing with the same terms as the 2023 Warrants (the “PA Warrants”, and together with the 2022 Warrants and the 2023 Warrants, the “Warrants”). In connection with the Series B Preferred Stock Financing, pursuant to Section 2(c) of the 2022 Warrants and pursuant to Section 3(b) of the 2023 Warrants and the PA Warrants, as a result of the execution of the SPA, the Company adjusted the exercise price of each Warrant to $2.38 per share and issued (i) new 2023 Warrants to purchase 609,760 shares of common stock and (ii) new PA Warrants to purchase 144,990 shares of common stock pursuant to Section 3(b) of such warrants. The number of shares of the Company’s common stock issuable upon exercise of the 2022 Warrants remain unchanged. ITEM 6. RESERVED 63