What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-20 · 1075 added, 1166 removed, 1507 unchanged (60% of the section changed)

26 unchanged sentences

individual acts of some persons, by collusion of two or more people, or by management override of the controls.

Based on our evaluation, management concluded that our internal control over financial reporting was not effective as of December 31,

on our evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025.

material weakness is a significant deficiency, or a combination of significant deficiencies, in internal control over financial reporting

such that it is reasonably possible that a material misstatement of the annual or interim financial statements will not be prevented

following material weaknesses in our internal control over financial reporting were identified as of December 31, 2024:

● Ineffective

approval processes governing (i) timely Board of Directors authorization and (ii) segregation of duties

and roles and responsibilities configurations within the Company’s financial reporting

contract management process to capture all executed agreements prior to the commencement

of services in order to ensure accuracy within the proper accounting period.

following material weaknesses in our internal control over financial reporting were previously disclosed in our Annual Report on Form

10-K for the year ended December 31, 2023:

such that it is reasonably possible that a material misstatement of the Company’s annual or interim financial statements will not

be prevented or detected on a timely basis.

following material weaknesses in our internal control over financial reporting were identified:

approval processes governing (i) timely Board of Directors authorization and (ii) segregation of duties and roles and responsibilities

configurations within the Company’s financial reporting system;

contract management process to capture all executed agreements prior to the commencement of services in order to ensure accuracy

within the proper accounting period.

Misapplication

GAAP as evidenced by the restatement of our unaudited financial statements as of and

for the three and nine months ended September 30, 2023;

● Ineffective

disclosure controls and procedures a result of (i) lack of segregation of duties, (ii) lack

of internal control structure review and (iii) misapplication of U.S.

disclosure controls and procedures a result of (i) lack of segregation of duties, (ii) lack of internal control structure review

and (iii) misapplication of U.S.

order to remediate the identified material weaknesses, management, with the oversight of the Audit Committee of the Board of

Directors, undertook measures to enhance the Company’s internal control environment, including the (i) hiring of a principal

financial officer and other accounting personnel, (ii) implementation of a documented internal control framework and program, (iii)

documentation and communication of business policies such as a delegation of authority over company transactions and invoice

approvals and (iv) completion of a formal monthly close process including account reconciliations with supporting documentation.

However, management has not fully implemented the remediation steps and expects remediation efforts to continue into fiscal year

these remediation efforts are subject to ongoing management evaluation and will require validation and testing of the design and operating

effectiveness of the Company’s internal controls over a sustained period of financial reporting cycles, management is committed

to maintaining a strong internal control program over financial reporting and will take further actions and implement additional enhancements

or improvements as necessary.

in Internal Control Over Financial Reporting

the most recent quarter as discussed above, there were changes to the design and operation of our internal control over financial reporting.

Other than those measures, there were no changes in the Company’s internal control over financial reporting (as defined in Rules

13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2024 that has materially affected, or is reasonably

likely to materially affect, the Company’s internal control over financial reporting.

Report of the Independent Registered Public Accounting Firm

independent registered public accounting firm is not required to provide an attestation report on the effectiveness of our internal control

over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act due to an exemption for “smaller reporting companies”

as defined by Rule 12b-2 under the Exchange Act.

financial officer and other accounting personnel to ensure the appropriate application of U.S.

GAAP including the annual completion

of a minimum number of continuing professional education hours, (ii) hiring of a dedicated internal control manager that reports

directly to the Audit Committee and whose sole responsibility is to develop, document, implement and maintain our internal control

framework and program including walk throughs, narratives, flow charts, risk control matrices and independent testing of our

financial and IT controls, (iii) documentation and communication of business policies such as a delegation of authority over

contracts and transactions as well as invoice and journal entry approvals, (iv) completion of a formal monthly close process

including account reconciliations with supporting documentation and (v) engagement of a third-party firm that implemented controls

to segregate duties and approvals with the proper assignment of roles and responsibilities within the Company’s financial

OTHER INFORMATION

directors and officers may enter into trading plans or other arrangements with financial institutions to purchase or sell shares of our

common stock, which plans or arrangements are intended to comply with the affirmative defense provisions of Rule 10b5-1 of the Exchange

Act or which may represent a non-Rule 10b5-1 trading arrangement, as defined under Item 408(a) of Regulation S-K.

the three months ended December 31, 2025, none of our directors or officers adopted , terminated or modified a Rule 10b5-1 trading arrangement

or a non-Rule 10b5-1 trading arrangement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

18 unchanged sentences

Carrico, President, Chief Executive Officer and Director

Carrico joined the Company in 2012.

During his tenure, Mr.

Carrico has held multiple leadership positions of increasing responsibility,

including Vice President of Sales and President before becoming CEO on January 1, 2018.

As an early employee in the Company’s life

Carrico was instrumental in setting the strategic agenda for the Company, raising start-up capital, championing new product

development, and bringing the Company’s technology to market.

Prior to joining Neuraxis, Mr.

Carrico worked selling in the operating

room at Bard Medical and in the Cath lab at St.

Jude Medical.

He attended Indiana State University and holds a Bachelor of Science in

Business Marketing.

Carrico has served as President, Chief Executive Officer, and a Director of the Company since January 1, 2018.

He joined the Company

in 2012 and has held multiple senior leadership roles of increasing responsibility, including Vice President of Sales and President.

an early employee and long-tenured executive, Mr.

Carrico has played a central role in guiding the Company from an early-stage concept

through research and development, FDA clearance, and full commercial scale.

Under his leadership, the Company has advanced its proprietary

technology from initial clinical validation to broad adoption, securing multiple pediatric and adult indications, achieving wide-scale

insurance policy coverage across commercial and government payers, and obtaining a Category I CPT code for the Company’s first-to-market

flagship technology.

Carrico has been instrumental in setting the Company’s long-term strategic vision, building and leading the commercial organization,

raising growth capital, expanding clinical and payer evidence, and establishing durable reimbursement pathways to support sustainable

revenue growth.

His leadership has focused on disciplined execution, stakeholder alignment across clinicians, payers, and investors,

and the development of a scalable platform to support future indications and product expansion.

to joining the Company, Mr.

Carrico held sales and clinical-facing roles at Bard Medical and St.

Jude Medical, where he gained extensive

experience in operating room and cath lab environments.

He holds a Bachelor of Science in Business Marketing from Indiana State University.

Henrichs, Chief Financial Officer

Henrichs currently serves as the Company’s Chief Financial Officer since February 5, 2024 and was a director of the Company from

August 9, 2023 to February 2, 2024.

Henrichs’ global leadership experience spans over 20 years and across several industries,

including healthcare, home improvement, retail, software and education.

Henrichs has served as the Company’s Chief Financial Officer since February 5, 2024 and was a director of the Company from August

9, 2023 to February 2, 2024.

Henrichs’ global leadership experience spans over 20 years and across several industries, including

healthcare, home improvement, retail, software and education.

Previously, Mr.

Henrichs served as the Chief Financial Officer

of Renovo Home Partners since 2022.

He also served as the Executive Vice President and Chief Financial Officer of Follett Corporation

from 2008 to 2022 and Global Controller of General Electric Company’s Healthcare Clinical Systems division responsible for the

manufacture and distribution of medical devices to the ultrasound, patient monitoring and anesthesiology markets from 2005 to 2008 in

addition to leadership positions at Federal Signal Corporation and Ernst & Young LLP.

Henrichs earned his bachelor’s degree

in accounting from the University of Notre Dame and is a Certified Public Accountant with an inactive license in the State of Illinois.

Henrichs served as the Chief Financial Officer of Renovo

Home Partners since 2022.

He also served as the Executive Vice President and Chief Financial Officer of Follett Corporation from 2008

to 2022 and Global Controller of General Electric Company’s Healthcare Clinical Systems division responsible for the manufacture

and distribution of medical devices to the ultrasound, patient monitoring and anesthesiology markets from 2005 to 2008 in addition to

leadership positions at Federal Signal Corporation and Ernst & Young LLP.

Henrichs earned his bachelor’s degree in accounting

from the University of Notre Dame and is a Certified Public Accountant.

Adrian Miranda, Chief Medical Officer, Senior Vice President of Science and Technology

Adrian Miranda has served as our Chief Medical Officer since 2018 and brings a unique background of research and clinical expertise to

Prior to joining Neuraxis, Dr.

Miranda was an Assistant professor at the Medical College of Wisconsin.

He is a board-certified

pediatric gastroenterologist.

He obtained his undergraduate degree in Biology from San Diego State University and obtained his medical

degree from the Medical College of Wisconsin.

He completed his residency and subspecialty training in pediatric gastroenterology at Children’s

Adrian Miranda has served as the Company’s Chief Medical Officer since 2018 and provides clinical, scientific, and strategic leadership.

He brings more than 20 years of clinical, academic, and research experience to the role.

Miranda is a board-certified pediatric gastroenterologist

and Professor of Pediatrics at the Medical College of Wisconsin.

Miranda received his undergraduate degree in Biology from San Diego State University and his medical degree from the Medical College

of Wisconsin.

He completed his pediatric residency and subspecialty fellowship training in pediatric gastroenterology at Children’s

Hospital of Wisconsin.

a physician scientist, he has spent the past 20 years of his career investigating the pathophysiology of visceral and somatic pain, as

well as exploring new therapeutic options.

His focus has been on studying the effects of adverse early life events, neuroplasticity and

the development of chronic pain.

He has an extensive publication record and has lectured nationally and internationally.

a physician-scientist, Dr.

Miranda has spent over two decades investigating the pathophysiology of visceral and somatic pain, with a

particular focus on disorders of gut-brain interaction.

His research has emphasized the role of adverse early life events, neuroplasticity,

and central nervous system modulation in the development and treatment of chronic pain conditions.

He has authored and co-authored numerous

peer-reviewed publications and book chapters and is a frequent lecturer at national and international medical and scientific conferences.

Thomas Carrico, Chief Regulatory Officer, Compliance Officer and Privacy Officer

52 unchanged sentences

Keyser, Director

more than 20 years of experience in executive roles in population health, Beth Keyser is skilled at understanding the unique,

complex needs of multiple market segments and devises solutions that meet their specific goals.

Keyser is the President, BCBS of

Indiana at Anthem, Inc.

From 2018 to 2020, Ms.

Keyser served as the President, Create at Brighton Health Plan Solutions.

From 2015 to 2020, Ms.

Keyser served as the Senior Vice President, International and Hawaii Markets at Sharecare, Inc.

received her master’s degree in Executive Master of Science, Health Administration, from University of Alabama at

Keyser is a 30-year healthcare industry veteran with a passion for leading organizations that are on a mission to make people healthier.

Keyser was named president of the Anthem Blue Cross and Blue Shield West Region for the Commercial Health Benefits division in 2025,

which includes Colorado, Indiana, Kentucky, Missouri, Nevada, Ohio and Wisconsin and is also responsible for Sales Enablement and Centralized

Sales Support within the Commercial Health Benefits division.

Keyser served as president of Anthem Blue Cross and Blue Shield of Indiana from 2020 to 2025.

The Anthem health plan in Indiana is

the largest in the state with nearly 5,000 Indiana-based associates, serving more than four million members.

Before joining Anthem, Ms.

Keyser focused on improving doctor-patient relationships as the president of Create® health plans in New York City.

time at Create ®, Beth held several leadership roles at Healthways where she was accountable for domestic and international

revenue growth, customer experience, call center operations and establishing partnerships with health plans, employers, physician organizations

and hospitals.

Early in her career she helped stand up Gordian Health Solutions, a Nashville start-up, that was eventually sold to Blue

Cross Blue Shield of Tennessee.

currently serves on the Board of Directors of Women in Health Care Leadership at University of Alabama at Birmingham, which provides

mentoring and training programs to develop tomorrow’s leaders.

She also serves on the board of directors of the Indiana Sports

Corp, Neuraxis and the WellPoint Holding Corporation.

Beth is also a proud member of the Red Cross Tiffany Circle.

Keyser is a graduate

of the University of Southern Mississippi and earned a master’s degree from the University of Alabama at Birmingham.

Ferge, Director

8 unchanged sentences

Ferge was an auditor with KPMG.

Ferge is a certified public accountant.

Ferge currently services as a Director

of Citizens Bank and is a certified public accountant.

Aharon, Ph.D.

53 unchanged sentences

upon information requested from and provided by each director concerning his background, employment and affiliations, including family

relationships, the board of directors has determined that three are “independent” as that term is defined under the applicable

relationships, the board of directors has determined that four are “independent” as that term is defined under the applicable

rules and regulations of the SEC and the listing standards of NYSE American.

5 unchanged sentences

Compensation Committee;

Nominating and Corporate Governance Committee.

Each of our independent directors, Bradley Mitch Watkins, Beth Keyser, Kristin Ferge

Gil Aharon, serve on certain committees.

and Nominating

and Corporate Governance Committee.

Each of our independent directors, Bradley Mitch Watkins, Beth Keyser, Kristin Ferge and Dr.

Aharon, serve on certain committees.

Our board has adopted written charters for each of these committees.

Copies of the

charters are available on our website.

Our board may establish other committees as it deems necessary or appropriate from time to

Copies of the charters are

available on our website.

Our board may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee, among other things, is responsible for:

25 unchanged sentences

Gil Aharon, Bradley Mitch Watkins, Beth Keyser, and Kristin Ferge, and Dr.

Aharon serves as

chair of the Compensation Committee.

The board of directors has affirmatively determined that each member of the Compensation

Committee meets the independence criteria applicable to compensation committee members under SEC rules and listing standards of NYSE

The Company believes that the composition of the Compensation Committee meets the requirements for independence under, and

the functioning of such Compensation Committee comply with, any applicable requirements of the rules and regulations of listing

standards of NYSE American and the SEC.

Aharon serves as chair

of the Compensation Committee.

The board of directors has affirmatively determined that each member of the Compensation Committee meets

the independence criteria applicable to compensation committee members under SEC rules and listing standards of NYSE American.

believes that the composition of the Compensation Committee meets the requirements for independence under, and the functioning of such

Compensation Committee comply with, any applicable requirements of the rules and regulations of listing standards of NYSE American and

and Corporate Governance Committee

37 unchanged sentences

Name and Principal Position

Salary ($) (1)

Stock Awards ($) (3)

Brian Carrico

9 unchanged sentences

on February 5, 2024.

bonus earned by our executive officers from the annual incentive plan adopted in 2024 upon achievement of certain targets.

bonus earned by our executive officers from the annual incentive plan upon achievement of certain targets.

Carrico’s 2024

bonus includes $62,222 related to the successful issuance of the 2024 Convertible Notes.

Bonuses are expected to be paid in 2025.

Henrichs was granted 100,000 common stock awards as a hiring grant.

medical, dental and vision benefits.

Bonuses are paid in the following fiscal

grant date fair value of restricted stock awards.

Henrichs was granted 100,000 common stock awards in 2024 as a hiring grant.

All restricted stock awards in 2025 and 2024 are subject to a three-year cliff vesting schedule.

medical, dental, vision and supplemental insurance benefits.

Equity Awards at Fiscal Year-End

following table sets forth information regarding equity awards held by the Named Executive Officers as of December 31, 2025.

Option Awards

Restricted Stock Units

Number of Securities Underlying Unexercised Options (#) Exercisable (1)

Number of Securities Underlying Unexercised Options, Not Exercisable (#)

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price

Option Expiration Date

Number of Units of Stock That Have Not Vested (#) (2)

Market Value of Units of Stock That Have Not Vested

Brian Carrico

3 unchanged sentences

option awards were granted under the Innovative Health Solutions, Inc.

2017 Stock Compensation Plan and vested fully upon grant.

2017 Stock Compensation Plan, as Amended, and vested fully

restricted stock awards were granted under the Neuraxis, Inc.

2022 Omnibus Securities and Incentive Plan, as Amended, and are subject

to a three-year cliff vest.

Health Solutions, Inc.

3 unchanged sentences

13, 2019, September 9, 2021, and November 1, 2022 (collectively, the “2017 Plan”).

The purpose of the 2017 Plan is to grant incentive

stock options, nonqualified stock options, or restricted stock awards to our officers, employees, directors, advisors, and consultants.

The purpose of the 2017 Plan is to

grant incentive stock options, nonqualified stock options, or restricted stock awards to our officers, employees, directors,

advisors, and consultants.

The maximum numbers of shares of common stock that may be issued pursuant to awards granted were

Cancelled and forfeited stock

options and stock awards may again become available for grant under the 2017 Plan.

As of the date of December 31, 2024, options to purchase

all 1,319,394 shares of common stock have been granted under the 2017 Plan and remain outstanding, and no shares remain available for

issuance under the 2017 Plan.

The following summary briefly describes the principal features of the 2017 Plan and is qualified in its

entirety by reference to the full text of the 2017 Plan, which is filed as an exhibit to the registration statement of which this prospectus

forms a part.

Cancelled and forfeited stock options and stock awards may again become available for grant under the 2017 Plan.

December 31, 2025 and 2024, options to purchase all 1,319,394 shares of common stock have been granted under the 2017 Plan and remain

outstanding, and no shares remain available for issuance under the 2017 Plan.

The following summary briefly describes the principal

features of the 2017 Plan and is qualified in its entirety by reference to the full text of the 2017 Plan, which is filed as an

exhibit to the registration statement of which this prospectus forms a part.

of the 2017 Plan :

97 unchanged sentences

on the first day of each calendar year beginning January 1, 2025 and ending on and including January 1, 2031 equal to the lesser of (i)

five percent (5%) of the shares of common stock outstanding on the final day of the immediately preceding calendar year, and (ii) such smaller

number of shares of common stock as determined by the Board or the Compensation Committee.

of the date of this Form 10-K, 896,028 awards have been granted under the 2022 Plan, and 62,791 shares of common stock

remain available for issuance under the 2022 Plan.

The following summary briefly describes the principal features of the 2022 Plan and

is qualified in its entirety by reference to the full text of the 2022 Plan.

five percent (5%) of the shares of common stock outstanding on the final day of the immediately preceding calendar year, and (ii) such

smaller number of shares of common stock as determined by the Board or the Compensation Committee.

of the date of this Form 10-K, 896,028 awards have been granted under the 2022 Plan, and 62,791 shares of common stock remain available

for issuance under the 2022 Plan.

The following summary briefly describes the principal features of the 2022 Plan and is qualified in

its entirety by reference to the full text of the 2022 Plan.

of the 2022 Plan :

396 unchanged sentences

as a director.

Fees Earned ($)

Stock Awards Earned ($)

Kristin Ferge (1)

Timothy Henrichs (2)

Awards Earned

Kristin Ferge was appointed to the board of directors on March 7, 2024.

Gilad Aharon was appointed to the board of directors on January 1, 2025.

On January 30, 2024, Timothy R.

4 unchanged sentences

2026 based on 11,187,639 shares of common stock outstanding.

In addition, holders of Series B Preferred Stock are entitled to an

additional 2,681,208 votes (solely for purposes of voting rights, the conversion price is $3.80 per share).

Therefore, the total

votes of the Company’s currently outstanding securities is 9,897,072 votes, subject to a maximum voting percentage cap of

between 4.99% and 19.99% of the votes outstanding set at the discretion of each holder of Series B Preferred Stock.

In addition, holders of Series B Preferred Stock are entitled to an additional

2,378,015 votes (solely for purposes of voting rights, the conversion price is $3.80 per share).

Therefore, the total votes of the Company’s

currently outstanding securities is 13,565,654 votes, subject to a maximum voting percentage cap of between 4.99% and 19.99% of the votes

outstanding set at the discretion of each holder of Series B Preferred Stock.

have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission, and the information is not

7 unchanged sentences

shown as beneficially owned by them.

Beneficially Ownership Common Stock

Percentage of

Name of beneficial owner 5% shareholders:

Masimo Corporation (1)

Rosalind Master Fund LP (3) (8)

Named executive officers and directors:

Brian Carrico (4)

Timothy Henrichs

Adrian Miranda (5)

Thomas Carrico (6)

Christopher Robin Brown

Bradley Mitch Watkins

Kristin Ferge

Gil Aharon (7)

All executive officers and directors as a group (nine (9) persons)

(1) The business address

for Masimo Corporation is 52 Discovery, Irvine, California 92618.

Shares of common stock beneficially owned consist of (i) 531,548 shares

of common stock and (ii) warrants to purchase 289,779 shares of common stock.

Ownership Common Stock

of beneficial owner 5% shareholders:

Capital Fund LP (2)

Master Fund LP (3) (8)

executive officers and directors:

Mitch Watkins

executive officers and directors as a group (nine (9) persons)

Shares of common stock beneficially owned consist of (i) 1,126,522 shares of common stock and (ii) warrants to purchase 12,852 shares

of common stock.

The business address for Bigger Capital Fund LP is 11700 West Charleston Boulevard 170-659, Las Vegas, NV 89135.

Shares of common stock

beneficially owned consist of (i) 797,400 shares of common stock and (ii) warrants to purchase 66,138 shares of common stock.

(3) The business

address for Rosalind Master Fund LP is c/o Rosalind Advisors, Inc., 15 Wellesley Street West, Suite 326, Toronto, ON, Canada M4Y

Shares of beneficially owned common stock consist of 1,890,756 shares of common stock issuable upon conversion of 1,890,756 shares

of Series B Preferred Stock, subject to an ownership cap of 9.99%, which equals 796,800 shares.

1,890,756 shares of Series B Preferred Stock entitle Rosalind Master Fund LP to 1,184,210 votes, subject to a maximum

percentage of 9.99%, or 988,717 votes.

(4) Shares of common stock

beneficially owned consist of (i) 20,118 shares of common stock and (ii) 320,000 stock options.

(5) Shares of common stock

beneficially owned consist of 337,204 stock options.

(6) Shares of common stock

beneficially owned consist of (i) 5,000 shares of common stock and (ii) 306,236 stock options.

(7) Shares of common

stock beneficially owned consist of 105,042 shares of common stock issuable upon conversion of 105,042 shares of Series B Preferred

105,042 shares of Series B Preferred Stock entitle Gil

Aharon to 65,789 votes.

Aharon has indirect

ownership over Rosalind Master Fund LP.

The business address for Rosalind Master Fund LP is c/o Rosalind Advisors, Inc., 15 Wellesley Street West, Suite 326, Toronto, ON, Canada

Shares of beneficially owned common stock consist of 1,890,756 shares of common stock issuable upon conversion of 1,890,756

shares of Series B Preferred Stock, subject to an ownership cap of 9.99%, which equals 1,184,208 shares.

1,890,756 shares of Series B

Preferred Stock entitle Rosalind Master Fund LP to 1,184,208 votes, subject to a maximum percentage of 9.99%.

Shares of common stock beneficially owned consist of (i) 20,118 shares of common stock and (ii) 320,000 stock options.

Shares of common stock beneficially owned consist of 337,204 stock options.

Shares of common stock beneficially owned consist of (i) 5,000 shares of common stock and (ii) 306,236 stock options.

Shares of common stock beneficially owned consist of (i) 307,736 shares of common stock and (ii) 105,042 shares of common stock issuable

upon conversion of 105,042 shares of Series B Preferred Stock.

105,042 shares of Series B Preferred Stock entitle Gil Aharon to 65,787

Aharon has indirect ownership over Rosalind Master Fund LP.

Certain Relationships and Related Transactions and Director Independence

5 unchanged sentences

Executive Compensation.” We also describe below certain other transactions with our directors, executive officers and stockholders.

Company has two demand notes receivable from its two founding shareholders, Christopher Robin Brown and Gary Peterson, related to the

sale of common stock on January 1, 2016.

The initial balances of both notes were $506,400, with interest calculated monthly based on

applicable federal rates.

No payments have been received on the notes.

Company has two demand notes receivable from its two founding shareholders related to the sale of common stock on January 1, 2016.

initial balances of both notes were $506,400, with interest calculated monthly based on applicable federal rates.

No payments have been

received on the notes.

As of December 31, 2025, the balances of both notes were $506,400.

The entire $1,012,800 balance has been fully reserved as of December 31, 2024.

Company has loans payable to Christopher Robin Brown, one of our founders and a member of our board of directors, related to funding

needs for operations with original principal amounts of $55,000 and $50,000 each bearing interest at 15% per annum.

In August 2023, the

Company used a portion of the proceeds from the IPO to repay these loans payable in full, including $37,103 in interest.

Watkins, Director, provided certain sales, marketing and commercialization consulting services to the Company prior to his appointment

to the Board of Directors.

For the fiscal years ended December 31, 2024 and 2023, the Company paid Mr.

Watkins $0 and $11,083, respectively.

Seale, our former Chief Financial Officer, is also the managing partner of a third- party public accounting firm that provides contracted

services to the Company.

Seale, through the third-party firm, has provided accounting services since 2017.

For the fiscal years ended

December 31, 2024 and 2023, the Company paid the third-party accounting firm $207,103 and $312,803, respectively, for accounting services.

The entire $1,012,800 balance has been fully

reserved as of December 31, 2025.

Company was granted an exclusive, worldwide non-transferable, royalty-free license for the auricular portion of certain patents owned

by a limited liability company in which the Company’s President and Chief Executive Officer and Chief Regulatory, Compliance and

Privacy Officer both maintain an ownership interest.

The license allows for the development, marketing and sales of electro-therapy treatments

by stimulation of cranial nerves, cranial nerve branches, auricular nerves, auricular nerve branches, auricular nerve bundles and auricular

anatomical structures in human patients.

The exclusive license agreement expires on October 18, 2037, may be terminated by either party

upon 60 days prior written notice and requires the Company to pay costs associated with the maintenance, prosecution and continuation

of patent filings.

The Company’s Board of Directors pre-approved the reimbursement of up to $10,000 for the year ended December

License costs incurred were $4,412 and $4,973 for the years ended December 31, 2025 and 2024, respectively.

No amounts were

owed to the limited liability company as of December 31, 2025 and 2024, respectively.

time to time, a member of the Company’s Board of Directors purchases NeuroStim devices at cost to conduct research and development

The Company’s Board of Directors pre-approved the sale of these NeuroStim devices up to $16,000 for the year ended

December 31, 2025.

The Company sold NeuroStim devices totaling $9,380 and $3,522 for the years ended December 31, 2025 and 2024, respectively,

under this program.

Company’s former Chief Financial Officer was contracted for certain accounting and tax services on a continuous basis through a

through a third-party public accounting firm.

He was the firm’s managing partner and majority shareholder.

The services totaled

$44,365 and $207,103 for the years ended December 31, 2025 and 2024, respectively.

The Company owed the third-party accounting firm for

open invoices of $2,578 and $4,173 that are included in accounts payable in the Balance Sheets as of December 31, 2025 and 2024, respectively.

On June 28, 2024, the Company also issued 20,000 common shares with a fair value $55,600 to the former Chief Financial Officer for services

rendered during the IPO process.

have adopted a formal policy that our executive officers, directors, holders of more than 5% of any class of our voting securities, and

14 unchanged sentences

statements and other professional services rendered by our independent registered public accounting firm Rosenberg Rich Baker Berman,

Audit Fees (1)

These are fees for professional services for the audit of our annual financial statements, and for the review of the

10 unchanged sentences

Exhibits (including those incorporated by reference).

Certificate of Incorporation (incorporated by reference to exhibit 3.1 to Registration Statement on Form S-1, filed on January 10, 2023)

Certificate of Amendment to Certificate of Incorporation (incorporated by reference to exhibit 3.2 to Registration Statement on Form S-1, filed on January 26, 2023)

Certificate of Amendment to the Certificate of Incorporation of Neuraxis, Inc., dated August 22, 2024 (incorporated by reference to exhibit 3.1 to Quarterly Report on Form10-Q, filed on November 12, 2024)

Certificate of Designation of Series B Preferred Stock, dated August 22, 2024 (incorporated by reference to exhibit 3.2 to Quarterly Report on Form10-Q, filed on November 12, 2024)

Amendment No.

1 to Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (incorporated by reference to exhibit 3.1 to current report on Form 8-K, furnished to the SEC on November 21, 2024)

Bylaws (incorporated by reference to exhibit 3.3 to Registration Statement on Form S-1, filed on January 10, 2023)

Description of the Company’s Securities

Second Amendment to Shareholders’ Agreement, dated January 8, 2023 (incorporated by reference to exhibit 4.21 to Registration Statement on Form S-1, filed on January 10, 2023)

Employment Agreement between Neuraxis, Inc.

and Brian Carrico, dated as of August 9, 2022 (incorporated by reference to exhibit 10.12 to Registration Statement on Form S-1, filed on January 10, 2023)

First Amendment to Executive Employment Agreement between Neuraxis, Inc.

and Brian Carrico, dated as of May 4, 2023 (incorporated by reference to exhibit 10.13 to Registration Statement on Form S-1, filed on June 1, 2023)

Employment Agreement between Neuraxis, Inc.

and Adrian Miranda, dated as of August 17, 2022 (incorporated by reference to exhibit 10.13 to Registration Statement on Form S-1, filed on January 10, 2023)

Employment Agreement between Neuraxis, Inc.

and Thomas Carrico, dated as of August 9, 2022 (incorporated by reference to exhibit 10.14 to Registration Statement on Form S-1, filed on January 10, 2023)

First Amendment to Executive Employment Agreement between Neuraxis, Inc.

and Thomas Carrico, dated as of May 4, 2023 (incorporated by reference to exhibit 10.16 to Registration Statement on Form S-1, filed on June 1, 2023)

Employment Agreement between Neuraxis, Inc.

and Dan Clarence, dated as of August 9, 2022 (incorporated by reference to exhibit 10.15 to Registration Statement on Form S-1, filed on January 10, 2023)

First Amendment to Executive Employment Agreement between Neuraxis, Inc.

and Dan Clarence, dated as of May 4, 2023 (incorporated by reference to exhibit 10.18 to Registration Statement on Form S-1, filed on June 1, 2023)

Employment Agreement between Neuraxis, Inc.

and Christopher Robin Brown, dated as of August 9, 2022 (incorporated by reference to exhibit 10.16 to Registration Statement on Form S-1, filed on January 10, 2023)

First Amendment to Executive Employment Agreement between Neuraxis, Inc.

and Christopher Robin Brown, dated as of May 4, 2023 (incorporated by reference to exhibit 10.20 to Registration Statement on Form S-1, filed on June 1, 2023)

Employment Agreement between Neuraxis, Inc.

and Gary Peterson, dated as of August 9, 2022 (incorporated by reference to exhibit 10.17 to Registration Statement on Form S-1, filed on January 10, 2023)

First Amendment to Executive Employment Agreement between Neuraxis, Inc.

and Gary Peterson, dated as of May 4, 2023 (incorporated by reference to exhibit 10.22 to Registration Statement on Form S-1, filed on June 1, 2023)

Innovative Health Solutions, Inc.

2017 Stock Compensation Plan, as amended (incorporated by reference to exhibit 10.20 to Registration Statement on Form S-1, filed on January 10, 2023)

Neuraxis, Inc.

2022 Omnibus Securities and Incentive Plan (incorporated by reference to exhibit 10.21 to Registration Statement on Form S-1, filed on January 10, 2023)

First Amendment to Neuraxis, Inc.

2022 Omnibus Securities and Incentive Plan (incorporated by reference to exhibit 10.26 to Registration Statement on Form S-1, filed on January 26, 2023)

Securities purchase agreement, dated November 9, 2023, between the Company and Flagstaff International, LLC (incorporated by reference to exhibit 10.1 to current report on Form 8-K, furnished to the SEC on November 14, 2023)

Registration rights agreement, dated November 9, 2023, between the Company and Flagstaff International, LLC (incorporated by reference to exhibit 10.2 to current report on Form 8-K, furnished to the SEC on November 14, 2023)

Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.1 to current report on Form 8-K, furnished to the SEC on February 15, 2024)

Form of Convertible Promissory Note (incorporated by reference to exhibit 10.2 to current report on Form 8-K, furnished to the SEC on February 15, 2024)

Form of Registration Rights Agreement (incorporated by reference to exhibit 10.3 to current report on Form 8-K, furnished to the SEC on February 15, 2024)

First Amendment to Securities Purchase Agreement, dated February 12, 2024, between the Company and Flagstaff International (incorporated by reference to exhibit 10.4 to current report on Form 8-K, furnished to the SEC on February 15, 2024)

Third Amendment to Securities Purchase Agreement, dated March 22, 2024, between the Company and Flagstaff International, LLC (incorporated by reference to exhibit 10.1 to current report on Form 8-K, furnished to the SEC on March 28, 2024)

Form of Convertible Promissory Note issued to Flagstaff International, LLC (incorporated by reference to exhibit 10.2 to current report on Form 8-K, furnished to the SEC on March 28, 2024)

of Incorporation (incorporated by reference to exhibit 3.1 to Registration Statement on Form S-1, filed on January 10, 2023)

of Amendment to Certificate of Incorporation (incorporated by reference to exhibit 3.2 to Registration Statement on Form S-1, filed

on January 26, 2023)

of Amendment to the Certificate of Incorporation of Neuraxis, Inc., dated August 22, 2024 (incorporated by reference to exhibit 3.1

to Quarterly Report on Form10-Q, filed on November 12, 2024)

of Designation of Series B Preferred Stock, dated August 22, 2024 (incorporated by reference to exhibit 3.2 to Quarterly Report on

Form10-Q, filed on November 12, 2024)

1 to Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (incorporated by reference

to exhibit 3.1 to current report on Form 8-K, furnished to the SEC on November 21, 2024)

(incorporated by reference to exhibit 3.3 to Registration Statement on Form S-1, filed on January 10, 2023)

Description of the Company’s Securities (incorporated by reference to exhibit 4.1 to annual report on Form 10-K, filed with the SEC on March 20, 2025)

Amendment to Shareholders’ Agreement, dated January 8, 2023 (incorporated by reference to exhibit 4.21 to Registration Statement

on Form S-1, filed on January 10, 2023)