Neuraxis, INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated our Company’s disclosure controls and procedures as of the end of the period covered by this Form 10-K. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2025, our disclosure controls and procedures were, is design and operation, not effective. 70 Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our principal executive officer and principal financial officer and oversight of the Board of Directors, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the framework set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management, including our principal executive officer and principal financial officer, recognizes that disclosure controls and procedures and internal controls over financial reporting, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Additionally, controls can be circumvented by the 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, 2025. Material Weaknesses A 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 Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses in our internal control over financial reporting were identified: ● 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 system; and ● Inadequate 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 of U.S. GAAP; and ● 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. GAAP. In 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 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 system. ITEM 9B. OTHER INFORMATION Our 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. During 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 71 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table and biographical summaries set forth information, including principal occupation and business experience, about our directors and executive officers as of March 13, 2025: Name Age Position Brian Carrico 44 President, Chief Executive Officer and Director Timothy Henrichs (1) 53 Chief Financial Officer Dr. Adrian Miranda 57 Chief Medical Officer, Senior Vice President of Science and Technology Dr. Thomas Carrico 69 Chief Regulatory Officer, Compliance Officer and Privacy Officer Dr. Christopher Robin Brown 72 Director Bradley Mitch Watkins 51 Director and Chairman of the Board Beth Keyser 57 Director Kristin Ferge 52 Director Gilad Aharon 52 Director (1) On January 30, 2024, our former Chief Financial Officer John Seale resigned from his position, effective as of the close of business on January 30 th . On the same day, Timothy R. Henrichs resigned as a member of the board of directors, effective February 2, 2024. On January 26, 2024, the board of directors appointed Mr. Henrichs to serve as the CFO, effective on February 5, 2024. Brian Carrico, President, Chief Executive Officer and Director Brian 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. As 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. Mr. 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. Prior 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. Timothy Henrichs, Chief Financial Officer Timothy 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. Mr. 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. Mr. Henrichs earned his bachelor’s degree in accounting from the University of Notre Dame and is a Certified Public Accountant. 72 Dr. Adrian Miranda, Chief Medical Officer, Senior Vice President of Science and Technology Dr. 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. Dr. Miranda is a board-certified pediatric gastroenterologist and Professor of Pediatrics at the Medical College of Wisconsin. Dr. 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. As 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. Dr. Thomas Carrico, Chief Regulatory Officer, Compliance Officer and Privacy Officer Dr. Thomas Carrico has served as our Chief Regulatory Officer since November 2017. He joined the Company in February 2012 as Director of Regulatory Affairs. Prior to and during his early years with Neuraxis, he was President & Clinic Director at Spine and Neuromuscular Associates in Lawrenceburg, Indiana from January 2002 to December 2018. He has over 40 years of experience in the healthcare field and has been involved in the study and application of techniques and treatments that directly affect the autonomic nervous system, especially regarding homeostasis and balance of the parasympathetic and the sympathetic nervous system. Dr. Carrico has a history of working with attorneys while serving on state and national boards, which has positioned him to integrate into regulatory responsibilities at the Company. Dr. Carrico received his undergraduate education from Indiana University and his Doctorate from Palmer College of Chiropractic. Dr. Christopher Robin Brown, Director Dr. Chirstopher Robin Brown is a co-founder of the Company. He developed clinical protocol, initial practice guidelines, designed and implemented the practitioner certification program and personally financed the first two years of the Company. After developing the technique of transillumination to isolate auricular neurovascular bundles, he authored and designed the initial studies establishing neurovascular and tissue energy transfer theories upon which the devices’ use are based. Dr. Brown is listed as the sole or principal inventor on all Neuraxis patents and is currently active in further device development working closely with compliance, product design and engineering. Upon graduation from the Indiana University School of Dentistry in 1982, while serving as clinic chief in the United States Army Reserve (USAR) dental corps at Fort Benjamin Harrison in Indianapolis, Indiana, Dr. Brown started a private practice (current) concentrating in head, neck, and facial pain developing the first hospital based facial pain clinic in Indiana. He received his master’s degree in Biomechanical Trauma in 1996 from Lynn University, one of only 12 dentists in the United States to hold the combination of DDS and MPS degrees. Dr. Brown has authored several textbook chapters, published peer reviewed articles on the physics of soft tissue trauma, pain, financial management, was regional editor for a national facial pain management Journal, and has lectured extensively nationally and internationally. He served on the Board of Directors of the American Academy of Pain Management for 15 years, helping grow the organization from 800 members to over 5,000. Throughout his tenure, he developed educational tracks, served as Industry liaison, one term as treasurer and one term as President. He served on the national board of The Alliance of TMD practitioners, serving one term as president. Throughout his career, Dr. Brown has been active in the purchasing and management of several destressed clinics and re-structuring them into profitable enterprises. He has performed extensive volunteer work overseas providing surgical care in the Dominican Republic, local dental clinics serving the underprivileged, and recently provided dental screenings for the deployment of soldiers in the USAR and National Guard. 73 Bradley Mitch Watkins, Director and Chairman of the Board Bradley Mitch Watkins has overseen four companies through their early commercialization periods within the medical device sector over the last 20 years. He has directly reported to the CEO or board of directors and operated as the lead for all field operations. Over his 20 years in a multitude of medical device markets, Mr. Watkins has overseen $410 million in company acquisitions in an array of leadership roles. He has thrived in early commercialization, recruitment, and strategic company direction. These duties have groomed Mr. Watkins with a wide array of responsibilities beyond sales, including marketing, clinical study design, manufacturing, R&D, FDA submissions, and fiscal oversight. Mr. Watkins has been the National Sales Manager of Terumo Interventional Systems since 2015, where he has led multiple new technology sales teams within the peripheral IV and Electrophysiology markets. Mr. Watkins received his bachelor’s degree in behavioral science from the University of Maryland. Beth Keyser, Director Beth Keyser is a 30-year healthcare industry veteran with a passion for leading organizations that are on a mission to make people healthier. Ms. 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. Previously, Ms. 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. Prior to her 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. Beth 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. Ms. Keyser is a graduate of the University of Southern Mississippi and earned a master’s degree from the University of Alabama at Birmingham. Kristin Ferge, Director Kristin Ferge has been President and Chief Financial Officer of Capri Communities and Bridges Home Healthcare, a Wisconsin-based privately held senior living corporation, since 2016. Prior to joining Capri, Ms. Ferge was an executive for 18 years with Brookdale Senior Living Inc. or one of its predecessors. Ms. Ferge ended her tenure at Brookdale, a publicly traded senior living company, as Executive Vice President, Treasurer, and Chief Accounting Officer. Prior to Brookdale, Ms. Ferge was an auditor with KPMG. Ms. Ferge currently services as a Director of Citizens Bank and is a certified public accountant. Gilad Aharon, Ph.D. Dr. Aharon is a co-founder of and has served as a Portfolio Manager at Rosalind Advisors, Inc., since 2006. Dr. Aharon holds a Ph.D. in Biophysics and Molecular Biology from the University of Toronto. Prior to co-founding Rosalind Advisors, Dr. Aharon worked as an equity analyst at Infinium Securities Inc. Family Relationships Brian Carrico, our Chief Executive Officer and Director, is the son of Dr. Carrico, our Chief Regulatory Officer. There are no other family relationships between or among any of our executive officers or other directors. 74 Role of the Board It is the paramount duty of the board to oversee our management in the competent and ethical operation of the Company on a day-to-day basis and to assure that the long-term interests of the stockholders are being served. To satisfy this duty, the directors take a proactive, focused approach to their positions, and set standards to ensure that we are committed to business success through maintenance of ambitious standards of responsibility and ethics. Director Terms; Qualifications Our directors are elected for a term of one year and until their successors qualified, nominated, and appointed or elected. When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable the board of directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the board of directors focuses primarily on the industry and transactional experience, and other background, in addition to any unique skills or attributes associated with a director. Director or Officer Involvement in Certain Legal Proceedings There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years. Directors and Officers Liability Insurance The Company maintains directors’ and officers’ liability insurance insuring its directors and officers against liability for acts or omissions in their capacities as directors or officers, subject to certain exclusions. Such insurance may also insure the Company against losses, which it may incur in indemnifying its officers and directors. In addition, officers and directors also have indemnification rights under applicable laws, and the Company’s Certificate of Incorporation and Bylaws. 75 Director Independence The listing rules of NYSE American require that independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of NYSE American require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Under the rules of NYSE American, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has undertaken a review of the independence of our directors and considered whether any director has a material relationship with it that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based 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 four are “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of NYSE American. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances our board of directors deemed relevant in determining their independence. Board Committees As of December 31, 2025, the following three standing committees have been established: Audit Committee; Compensation Committee; and Nominating and Corporate Governance Committee. Each of our independent directors, Bradley Mitch Watkins, Beth Keyser, Kristin Ferge and Dr. Gil 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 time. Audit Committee The Audit Committee, among other things, is responsible for: ● appointing; approving the compensation of; overseeing the work of; and assessing the independence, qualifications, and performance of the independent auditor; ● reviewing the internal audit function, including its independence, plans, and budget; ● approving, in advance, audit and any permissible non-audit services performed by our independent auditor; ● reviewing our internal controls with the independent auditor, the internal auditor, and management; ● reviewing the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management; ● overseeing our financial compliance system; and ● overseeing our major risk exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal audit function, and information technology. 76 The board of directors has affirmatively determined that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rules and listing standards of NYSE American All members of the Audit Committee are able to read and understand fundamental financial statements, are familiar with finance and accounting practices and principles and are financially literate. The board of directors has adopted a written charter setting forth the authority and responsibilities of the Audit Committee. The board of directors has affirmatively determined that each member of the Audit Committee is financially literate, and that Kristin Ferge meets the qualifications of an Audit Committee financial expert. The Audit Committee consists of Kristin Ferge, Bradley Mitch Watkins, and Beth Keyser and Ms. Ferge serves as chair of the Audit Committee. The functioning of the Audit Committee complies with the applicable requirements of the rules and listing standards of NYSE American and the SEC. Compensation Committee The Compensation Committee is responsible for: ● reviewing and making recommendations to the Board with respect to the compensation of our officers and directors, including the CEO; ● overseeing and administering the Company’s executive compensation plans, including equity-based awards; ● negotiating and overseeing employment agreements with officers and directors; and ● overseeing how the Company’s compensation policies and practices may affect the Company’s risk management practices and/or risk-taking incentives. The Compensation Committee consists of Dr. 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 American. 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. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee, among other things, is responsible for: ● reviewing and assessing the development of the executive officers and considering and making recommendations to the Board regarding promotion and succession issues; ● evaluating and reporting to the Board on the performance and effectiveness of the directors, committees and the board of directors as a whole; ● working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise and experience, including diversity considerations, for the full Board and each committee; ● annually presenting to the Board a list of individuals recommended to be nominated for election to the board; ● reviewing, evaluating, and recommending changes to the Company’s committee charters; ● recommending to the Board individuals to be elected to fill vacancies and newly created directorships; ● overseeing the Company’s compliance program, including the Code of Conduct; and ● overseeing and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, that may affect the Company’s major risk exposures. The Nominating and Corporate Governance Committee consists of Bradley Mitch Watkins, Beth Keyser, and Kristin Ferge and Ms. Keyser serves as chair of the Nominating and Corporate Governance Committee. The Company’s board of directors has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the independent director requirements for independence under the NYSE American listing standards and SEC rules and regulations. 77 Compensation Committee Interlocks and Insider Participation None of the Company’s executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of the Company’s board of directors or its compensation committee. None of the members of the Company’s compensation committee is, or has ever been, an officer or employee of the Company. Code of Business Conduct and Ethics The Company’s board of directors has adopted a code of business conduct and ethics (“Code of Conduct”) applicable to its employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of NYSE American. The Code of Conduct is effective and is publicly available on the Company’s website. Any substantive amendments or waivers of the Code of Conduct may be made only by the Company’s board of directors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of NYSE American. Item 11. Executive Compensation Summary Compensation Table The following table sets forth information concerning all compensation earned by our Chief Executive Officer and three other persons who served as executive officers as, at, or during the years ended December 31, 2025 and 2024, and who earned compensation exceeding $100,000 during 2025 and 2024 (the “Named Executive Officers”), for services as executive officers for the last two years. Name and Principal Position Year Salary ($) (1) Bonus ($) (2) Stock Awards ($) (3) Benefits ($) (4) Total ($) Brian Carrico 2025 345,102 180,960 388,841 21,536 936,439 Chief Executive Officer 2024 352,973 206,730 — 18,673 578,376 Timothy Henrichs 2025 327,336 140,551 327,922 21,536 817,345 Chief Financial Officer 2024 274,077 112,239 227,000 15,561 628,877 Dr. Thomas Carrico 2025 300,000 77,533 166,308 23,042 566,883 Chief Regulatory Officer 2024 288,307 63,772 — 16,835 368,914 Dr. Adrian Miranda 2025 300,000 77,533 171,900 21,536 570,969 Chief Medical Officer 2024 300,000 63,772 — 18,673 382,445 (1) Represents W-2 Box 1 bi-weekly payments to our executive officers pursuant to their respective employment agreements. Mr. Henrichs began employment on February 5, 2024. (2) Represents bonus earned by our executive officers from the annual incentive plan upon achievement of certain targets. Mr. Carrico’s 2024 bonus includes $62,222 related to the successful issuance of the 2024 Convertible Notes. Bonuses are paid in the following fiscal year. (3) Represents grant date fair value of restricted stock awards. Mr. Henrichs was granted 100,000 common stock awards in 2024 as a hiring grant. All restricted stock awards in 2025 and 2024 are subject to a three-year cliff vesting schedule. (4) Represents medical, dental, vision and supplemental insurance benefits. 78 Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding equity awards held by the Named Executive Officers as of December 31, 2025. Option Awards Restricted Stock Units Name Number of Securities Underlying Unexercised Options (#) Exercisable (1) Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Number of Units of Stock That Have Not Vested (#) (2) Market Value of Units of Stock That Have Not Vested ($) Vesting Date 320,000 - $ 6.94 9/13/2029 Brian Carrico 100,640 $ 456,906 9/30/2027 70,019 $ 317,886 1/3/2028 - - na na Timothy Henrichs 174,037 $ 790,128 9/30/2027 67,980 $ 308,629 1/3/2028 306,236 - $ 6.94 9/13/2029 Dr. Thomas Carrico 37,435 $ 169,955 9/30/2027 35,000 $ 158,900 1/3/2028 337,204 - $ 6.94 9/13/2029 Dr. Adrian Miranda 40,000 $ 181,600 9/30/2027 35,000 $ 158,900 1/3/2028 (1) All option awards were granted under the Innovative Health Solutions, Inc. 2017 Stock Compensation Plan, as Amended, and vested fully upon grant. (2) All 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. Innovative Health Solutions, Inc. 2017 Stock Compensation Plan, As Amended On October 12, 2017, the Company adopted the Innovative Health Solutions, Inc. 2017 Stock Compensation Plan, as amended on September 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 maximum numbers of shares of common stock that may be issued pursuant to awards granted were 1,319,394. Cancelled and forfeited stock options and stock awards may again become available for grant under the 2017 Plan. As of 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. Purpose of the 2017 Plan : The purposes of the 2017 Plan are to encourage ownership of shares by eligible employees and key non-employees in order to attract and retain such eligible employees in the employ of the Company or an affiliated entity, or to attract such key non-employees to provide services to the Company or an affiliated entity, and to provide additional incentive for such persons to promote the long-term success of the Company or an affiliated entity. Administration of the Plan : The 2017 Plan is administered by the board of directors, or the committee to which the board of directors delegates the power to act. Among other things, the administrator has the authority to select persons who will receive awards, determine the types of awards and the number of shares to be covered by awards, and to establish the terms, conditions, restrictions and other provisions of awards. The administrator has authority to establish, amend and rescind rules and regulations relating to the 2017 Plan. Eligible Recipients : Persons eligible to receive awards under the 2017 Plan are those officers, employees, directors, advisors, and consultants of the Company or an affiliated entity who are selected by the administrator. Shares Available under the 2017 Plan : The maximum number of shares of our common stock that may be delivered to participants under the 2017 Plan is 1,319,394 shares, subject to adjustment for certain corporate changes affecting the shares, such as stock splits. No new grants will be made under the 2017 Plan, and shares subject to an award under the 2017 Plan for which the award is canceled, forfeited or expires will become available for grants under the 2022 Plan described below. Shares subject to an award that is settled in cash will not again be made available for grants under the 2017 Plan. 79 Stock Options General . Subject to the provisions of the 2017 Plan, the administrator has the authority to determine all grants of stock options, although there are currently no shares of common stock remaining reserved for grants under the 2017 Plan. Option Price . The exercise price for stock options is determined at the time of grant. The exercise price may not be less than the fair market value on the date of grant. Additionally, incentive stock option grants to any person owning more than 10% of our voting stock must have an exercise price of not less than 110% of the fair market value on the grant date. Exercise of Options . An option may be exercised only in accordance with the terms and conditions for the option agreement as established by the administrator at the time of the grant. The option must be exercised by notice to us, accompanied by payment of the exercise price. Payments may be made in cash or, at the option of the administrator, by actual or constructive delivery of shares of common stock to the holder of the option based upon the fair market value of the shares on the date of exercise. Expiration or Termination . Options, if not previously exercised, will expire on the expiration date established by the administrator at the time of grant. In the case of incentive stock options, such term cannot exceed ten years provided that in the case of holders of more than 10% of our voting stock, such term cannot exceed five years. Options will terminate before their expiration date only if the holder’s service with our Company or an affiliate terminates before the expiration date and the holder is terminated for cause. The option may remain exercisable until the expiration date of the option after terminations of employment for any reason other than for cause, including terminations as a result of death, disability or retirement. Incentive and Non-Qualified Options . An incentive stock option is an option that is intended to qualify under certain provisions of the Internal Revenue Code, for more favorable tax treatment than applies to non-qualified stock options. Any option that does not qualify as an incentive stock option will be a non-qualified stock option. Under the Code, certain restrictions apply to incentive stock options. For example, the exercise price for incentive stock options may not be less than the fair market value of the shares on the grant date and the term of the option may not exceed ten years. In addition, an incentive stock option may not be transferred, other than by will or the laws of descent and distribution and is exercisable during the holder’s lifetime only by the holder. In addition, no incentive stock options may be granted to a holder that is first exercisable in a single year if that option, together with all incentive stock options previously granted to the holder that also first become exercisable in that year, relate to shares having an aggregate market value in excess of $100,000, measured at the grant date. Restricted Stock Awards: Restricted stock awards could have also been granted under the 2017 Plan, although there are currently no shares of common stock remaining reserved for grants under the 2017 Plan. A restricted stock award is a grant of shares of common stock or of a right to receive shares in the future. Other Material Provisions : Awards are evidenced by a written agreement, in such form as may be approved by the administrator. In the event of various changes to the capitalization of our Company, such as stock splits, stock dividends and similar re-capitalizations, an appropriate adjustment will be made by the administrator to the number of shares covered by outstanding awards or to the exercise price of such awards. The administrator is also permitted to include in the written agreement provisions that provide for certain changes in the award in the event of a change of control of our Company, including acceleration of vesting. Except as otherwise determined by the administrator at the date of grant, awards will not be transferable, other than by will or the laws of descent and distribution. Prior to any award distribution, we are permitted to deduct or withhold amounts sufficient to satisfy any employee withholding tax requirements. Our board of directors also has the authority, at any time, to discontinue the granting of awards. The Plan may be amended by the board of directors and such amendment shall become effective upon adoption by the board of directors; provided, however, that any amendment shall be subject to the approval of the stockholders of the Company at or before the next annual meeting of the stockholders of the Company if such stockholder approval is required by applicable laws. No amendment that would adversely affect any outstanding award made under the Plan can be made without the consent of the holder of such award. No new grants can be made under the 2017 Plan. The terms and conditions of awards granted under the 2017 Plan prior to the effective date of the 2022 Plan will not be affected by the adoption or approval of the 2022 Plan, and the 2017 Plan will remain effective with respect to such awards. 80 Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan, As Amended on August 15, 2024 On November 1, 2022, the Company adopted the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan (as amended January 18, 2023, the “2022 Plan”). The purpose of the 2022 Plan is to attract, retain and provide incentives to key management employees and non-employee directors of, and non-employee consultants to, the Company and its affiliates, and to align the interests of such employees, non-employee directors and non-employee consultants with those of the Company’s stockholders. The maximum number of shares of common stock that may be issued pursuant to awards granted are 300,000. Cancelled and forfeited stock options and stock awards may again become available for grant under the 2022 Plan. On August 15, 2024, the Company held an annual meeting of stockholders whereby an amendment was approved such that the maximum number of shares of common stock (including shares of common stock underlying options designated as incentive stock options) that may be issued under the Plan shall not exceed six hundred thousand (600,000) shares of Common Stock, plus an annual increase 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. As 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. Purpose of the 2022 Plan : The purposes of the 2022 Plan is to benefit the stockholders of the Company, by assisting the Company to attract, retain and provide incentives to key management employees and non-employee directors of, and non-employee consultants to, the Company and its affiliates, and to align the interests of such employees, non-employee directors and non-employee consultants with those of the Company’s stockholders. Administration of the 2022 Plan : The 2022 Plan shall be administered by the board of directors or the committee designated by the board of directors. Among other things, the administrator has the authority to select persons who will receive awards, determine the time or times when an award shall be made, what type of award shall be granted, the term of an award, the date or dates on which an award vests (including acceleration of vesting), the form of any payment to be made pursuant to an award, the terms and conditions of an award (including the forfeiture of the award (and/or any financial gain) if the holder of the award violates any applicable restrictive covenant thereof), the restrictions under a restricted stock award and the number of common stock which may be issued under an award, all as applicable. In addition, subject to the express provisions of the 2022 Plan, the administrator is authorized to construe the 2022 Plan and the respective award agreements executed thereunder, to prescribe such rules and regulations relating to the 2022 Plan as it may deem advisable to carry out the intent of the 2022 Plan, to determine the terms, restrictions and provisions of each award, and to make all other determinations necessary or advisable for administering the 2022 Plan. Eligible Recipients : Persons eligible to receive awards under the 2022 Plan will be those officers, employees, directors, advisors, and consultants of the Company or an affiliated entity who are selected by the administrator. Shares Available under the Plan : The maximum number of shares of our common stock that may be delivered to participants under the 2022 Plan is 958,820 shares, subject to adjustment for certain corporate changes affecting the shares, such as stock splits. Shares subject to an award under the 2022 Plan for which the award lapses, expires, is canceled, terminated, unexercised or ceases to be exercisable again become available for grants under the 2022 Plan. Stock Options General. Subject to the provisions of the 2022 Plan, the administrator has the authority to determine all grants of stock options. Option Price. The exercise price for stock options is determined at the time of grant. The exercise price may not be less than the fair market value on the date of grant. Additionally, incentive stock option grants to any person owning more than 10% of our voting stock must have an exercise price of not less than 110% of the fair market value on the grant date. Exercise of Options. An option may be exercised only in accordance with the terms and conditions for the option agreement as established by the administrator at the time of the grant. The option must be exercised by notice to us, accompanied by payment of the exercise price. Payments may be made in cash or, at the option of the administrator, by actual or constructive delivery of shares of common stock to the holder of the option based upon the fair market value of the shares on the date of exercise. 81 Expiration or Termination. Options, if not previously exercised, will expire on the expiration date established by the administrator at the time of grant. In the case of incentive stock options, such term cannot exceed ten years provided that in the case of holders of more than 10% of our voting stock, such term cannot exceed five years. Options will terminate before their expiration date if the holder’s service with our Company or a subsidiary terminates before the expiration date. The option may remain exercisable for specified periods after certain terminations of employment, including terminations as a result of death, disability or retirement, with the precise period during which the option may be exercised to be established by the administrator and reflected in the grant evidencing the award. Incentive and Non-Qualified Options. As described elsewhere in this summary, an incentive stock option is an option that is intended to qualify under certain provisions of the Code, for more favorable tax treatment than applies to non-qualified stock options. Any option that does not qualify as an incentive stock option will be a non-qualified stock option. Under the Code, certain restrictions apply to incentive stock options. For example, generally, the exercise price for incentive stock options may not be less than the fair market value of the shares on the grant date and the term of the option may not exceed ten years. In addition, an incentive stock option may not be transferred, other than by will or the laws of descent and distribution, and is exercisable during the holder’s lifetime only by the holder. In addition, to the extent that the aggregate fair market value of common stock with respect to which incentive stock options are exercisable for the first time by an individual during any calendar year under all plans of the Company and any parent corporation or subsidiary corporation thereof which provide for the grant of incentive stock options exceeds $100,000, the portion of such incentive stock options that exceeds such threshold shall be treated as non-qualified stock options. Incentive stock options shall be granted to employees only. Restricted Stock Awards: Restricted stock awards can be granted under the 2022 Plan. A restricted stock award is a grant of shares of common stock or of a right to receive shares in the future. These awards will be subject to such conditions, restrictions and contingencies as the administrator shall determine at the date of grant. Those may include requirements for continuous service and/or the achievement of specified performance goals. Unrestricted Stock Awards : Unrestricted stock awards can also be granted under the 2022 Plan. An unrestricted stock award is a grant of shares of common stock which is not subject to restrictions, in consideration for past services rendered thereby to the Company or an affiliate or for other valid consideration. Restricted Stock Unit Awards : Restricted stock unit awards (“RSUs”) can be granted under the 2022 Plan upon the satisfaction of predetermined individual service related vesting requirements. The holder of a restricted stock unit shall be entitled to receive a cash payment equal to the fair market value of shares of common stock, for each unit awarded to the holder. Performance Stock Unit Awards : Performance stock unit awards can be granted under the 2022 Plan. A holder of performance stock units shall be entitled to receive a cash payment equal to the dollar value or number of shares of common stock assigned to such units if the holder and/or the Company satisfy the predetermined performance goals and objectives. Distribution Equivalent Rights : Distribution equivalent right awards can be granted under the 2022 Plan. A distribution equivalent right award entitles the holder to receive bookkeeping credits, cash payments and/or common stock distributions equal in amount to the distributions that would have been made to the holder had the holder held a specified number of common stock during the period the holder held the distribution equivalent right. Stock Appreciation Right s: Stock appreciation rights can also be granted under the 2022 Plan, which is a right, granted alone or in connection with a related Option, to receive a payment on the date of exercise. The base value of the stock appreciation right shall be set forth by the administrator and shall not be less than the fair market value of the common stock at the date of grant for the stock appreciation right which is not a tandem stock appreciation right. No stock appreciation right shall be exercisable after the expiration of ten (10) years from the date of its grant. Upon the exercise of some or all of the portion of a stock appreciation right, the holder shall receive a payment from the Company, in cash or in the form of common stock having an equivalent fair market value or in a combination of both. If the administrator grants a stock appreciation right which is intended to be a tandem stock appreciation right, the tandem stock appreciation right shall be granted at the same time as the related option. 82 Other Material Provisions : Awards are evidenced by a written agreement, in such form as may be approved by the administrator. In the event of various changes to the capitalization of our Company, such as stock splits, stock dividends and similar re-capitalizations, an appropriate adjustment will be made by the administrator to the number of shares covered by outstanding awards or to the exercise price of such awards. The administrator is also permitted to include in the written agreement provisions that provide for certain changes in the award in the event of a change of control of our Company, including acceleration of vesting. Except as otherwise determined by the administrator at the date of grant, awards will not be transferable, other than by will or the laws of descent and distribution. Prior to any award distribution, we are permitted to deduct or withhold amounts sufficient to satisfy any employee withholding tax requirements. Our board of directors also has the authority, at any time, to discontinue the granting of awards. The 2022 Plan may be amended by the board of directors and such amendment shall become effective upon adoption by the board of directors; provided, however, that any amendment shall be subject to the approval of the stockholders of the Company at or before the next annual meeting of the stockholders of the Company if such stockholder approval is required by applicable laws. No amendment that would adversely affect any outstanding award made under the 2022 Plan can be made without the consent of the holder of such award. The 2022 Plan shall continue in effect, unless sooner terminated, until the tenth (10th) anniversary of the date on which it is adopted by the board of directors. Employment Agreements Brian Carrico , our Chief Executive Officer, entered into an employment agreement with the Company, dated August 9, 2022 and amended on May 4, 2023, which has a five-year initial term and provides for a base salary of $330,000, which shall be increased each year by not less than 3% per annum. Mr. Carrico also will receive a one-time incentive payment in the amount of $435,577, which amount consists of accrued and unpaid salary and a bonus to incentivize Mr. Carrico to remain with the Company for future service. Neither the accrued and unpaid salary nor bonus was the subject of any contract or agreement between Mr. Carrico and the Company prior to the execution of the employment agreement. The agreement contemplated that the incentive payment would be paid by December 15, 2022, but due to administrative impracticability, payment was made with a portion of the proceeds from the IPO in August 2023. In addition, Mr. Carrico is entitled to payment of a deferred bonus in an amount equal to (i) the aggregate of the strike price or exercise price of all 320,000 unexercised options to purchase stock or shares of the Company held by Mr. Carrico (the “Aggregate Strike Price”) plus (ii) a tax gross-up payment on the Aggregate Strike Price reasonably calculated by the Company at the highest marginal rates so that after payment of all ordinary income taxes on such Aggregate Strike Price, there remains an amount sufficient to pay such ordinary income taxes. The special deferred bonus will be paid in substantially equal 20% installments (the “Annual Deferred Bonus Payment”) on January 2 on each of 2024, 2025, 2026, 2027, and 2028 (the “Scheduled Payment Dates”), with a condition that on or before each Scheduled Payment Date, Mr. Carrico shall exercise at least 64,000 of the stock option. None of stock options has been exercised, therefore, no special deferred bonus has been paid as of the date of this prospectus. Mr. Carrico may exercise any portion of the stock options after a Scheduled Payment Date; provided, however, an exercise after the applicable Scheduled Payment Date shall result in forfeiture of the related Annual Deferred Bonus Payment. If the employment agreement is terminated by the Company without cause (as defined in the employment agreement), Mr. Carrico will receive any accrued compensation (as defined in the employment agreement) and is entitled to severance payments as follows: ● If termination occurs during the initial term, the severance payment shall be the amount equal to the greater of (a) three times Mr. Carrico’s base salary as of the termination date; and (b) three times the total amount of Mr. Carrico’s bonus payments the Company paid Mr. Carrico over the one year prior to the termination date, to be paid in substantially equal monthly installments over the course of the three years. ● If termination occurs after the initial term, the severance payment shall be the amount equal to the greater of (a) one and one half (1.5) times Mr. Carrico’s base salary as of the termination date; and (b) one and one half (1.5) times the total amount of Mr. Carrico’s bonus payments the Company paid Mr. Carrico over the one (1) year prior to the termination date, to be paid in substantially equal monthly installments over the course of 18 months following the termination date. ● In addition, as part of the severance payment, we agreed to pay Mr. Carrico monthly COBRA premiums for continuation of health coverage for 18 months post termination. 83 If the employment agreement is terminated by the Company for cause, Mr. Carrico will forfeit any unpaid Annual Deferred Bonus Payment, but will receive any unpaid base salary that has been earned at the time of such termination, reimbursement of any expenses properly incurred prior to the Mr. Carrico’s termination date; and accrued and unused paid time off (“PTO”), if any, in accordance with the Company’s PTO policy in effect on Mr. Carrico’s termination date. Mr. Carrico may terminate the employment agreement without good reason upon more than thirty (30) days’ prior written notice or for good reason without prior written consent, and will receive accrued compensation (as defined in the employment agreement) and the unpaid balance of the deferred bonus. In the event that Mr. Carrico is terminated without cause, non-forfeited portions of the deferred bonus will be paid in equal installments over the remaining scheduled payment dates, if vested options as scheduled are exercised before the scheduled payment dates. A deferred bonus tranche will be forfeited if its corresponding options have expired. On a change in control (as defined in the employment agreement), full vesting of the Annual Deferred Bonus Payment will occur and be paid in a single lump sum within 30 days after the change in control. The offering shall not be considered a change in control. Pursuant to the employment agreement, Mr. Carrico also agreed to (i) not disclose to any unauthorized person or use for his own account any confidential information without the prior written consent of the Company or the board of directors, (ii) will not, directly or indirectly encourage, solicit, induce (or attempt to encourage, solicit or induce) any employee or agent of the Company that was employed (or otherwise engaged) at the time of his separation during his employment and for 24 months after his separation from that employment for any reason; (iii) will not, directly or indirectly, have any ownership interest in, work for, advise, manage, act as an agent or consultant for, or have any business connection or business or employment relationship with any entity or person which competes with Company; (iv) will not, directly or indirectly, have any ownership interest in, work for, advise, manage, act as an agent or consultant for, or have any business connection or business or employment relationship with any entity or person which competes with the Company during his employment and, (v) will not, directly or indirectly and in a competitive capacity own, manage, finance, operate, control or participate in ownership, management, or operation of, act as an agent, consultant, or be employed with, any business engaged in the design, manufacture, marketing, sale or servicing of any service or product with which Mr. Carrico was involved during his last year of employment with the Company; or which the Company is developing, producing, marketing, selling or servicing (or plans to develop, produce, market, sale or service) and about which Mr. Carrico gained any confidential information in the course of his employment with the Company for a period of 24 months after his separation from the Company. Timothy Henrichs , our Chief Financial Officer entered into an employment agreement with the Company, dated January 1, 2025 which has a five-year initial term and provides for a base salary of $330,000, which shall be increased each year by not less than 3% per annum. Mr. Henrichs also will receive a one-time hiring grant of 100,000 shares of common stock. If the employment agreement is terminated by the Company without cause (as defined in the employment agreement), Mr. Henrichs will receive any accrued compensation (as defined in the employment agreement) and is entitled to severance payments as follows: ● If termination occurs during the initial term, the severance payment shall be the amount equal to the greater of (a) one times Mr. Henrichs’ base salary as of the termination date; and (b) one times the total amount of Mr. Henrichs’ bonus payments the Company paid Mr. Henrichs over the one year prior to the termination date, to be paid in substantially equal monthly installments over the course of one year. ● If termination occurs after the initial term, the severance payment shall be the amount equal to the greater of (a) one and times Mr. Henrichs’ base salary as of the termination date; and (b) one times the total amount of Mr. Henrichs’ bonus payments the Company paid Mr. Henrichs over the one (1) year prior to the termination date, to be paid in substantially equal monthly installments over the course of 12 months following the termination date. ● In addition, as part of the severance payment, we agreed to pay Mr. Henrichs monthly COBRA premiums for continuation of health coverage for 18 months post termination. 84 If the employment agreement is terminated by the Company for cause, Mr. Henrichs will forfeit any unpaid Annual Deferred Bonus Payment, but will receive any unpaid base salary that has been earned at the time of such termination, reimbursement of any expenses properly incurred prior to the Mr. Henrichs’ termination date; and accrued and unused paid time off (“PTO”), if any, in accordance with the Company’s PTO policy in effect on Mr. Henrichs’ termination date. Mr. Henrichs may terminate the employment agreement without good reason upon more than thirty (30) days’ prior written notice or for good reason without prior written consent, and will receive accrued compensation (as defined in the employment agreement) and the unpaid balance of the deferred bonus. Pursuant to the employment agreement, Mr. Henrichs also agreed to (i) not disclose to any unauthorized person or use for his own account any confidential information without the prior written consent of the Company or the board of directors, (ii) will not, directly or indirectly encourage, solicit, induce (or attempt to encourage, solicit or induce) any employee or agent of the Company that was employed (or otherwise engaged) at the time of his separation during his employment and for 24 months after his separation from that employment for any reason; (iii) will not, directly or indirectly, have any ownership interest in, work for, advise, manage, act as an agent or consultant for, or have any business connection or business or employment relationship with any entity or person which competes with Company; (iv) will not, directly or indirectly, have any ownership interest in, work for, advise, manage, act as an agent or consultant for, or have any business connection or business or employment relationship with any entity or person which competes with the Company during his employment and, (v) will not, directly or indirectly and in a competitive capacity own, manage, finance, operate, control or participate in ownership, management, or operation of, act as an agent, consultant, or be employed with, any business engaged in the design, manufacture, marketing, sale or servicing of any service or product with which Mr. Henrichs was involved during his last year of employment with the Company; or which the Company is developing, producing, marketing, selling or servicing (or plans to develop, produce, market, sale or service) and about which Mr. Henrichs gained any confidential information in the course of his employment with the Company for a period of 24 months after his separation from the Company. Dr. Adrian Miranda , our Chief Medical Officer and Senior Vice President of Science and Technology, entered into an employment agreement with the Company, dated August 17, 2022, which has a two-year initial term and provides for a base salary of $300,000 with annual compensation increase. In addition, Dr. Miranda shall be entitled to payment of a special deferred bonus in an amount equal to (i) the aggregate of the strike price or exercise price of all 337,204 unexercised options to purchase stock or shares of the Company held by Dr. Miranda (the “Aggregate Strike Price”) plus (ii) a tax gross-up payment on the Aggregate Strike Price reasonably calculated by the Company at the highest marginal rates so that after payment of all ordinary income taxes on such Aggregate Strike Price, there remains an amount sufficient to pay such ordinary income taxes. The deferred bonus will be paid in substantially equal 20% installments (the “Annual Deferred Bonus Payment”) on January 2 on each of 2024, 2025, 2026, 2027, and 2028, with a condition that on or before each scheduled payment date, Dr. Miranda shall exercise at least 67,441 of the stock options. 85 If the employment agreement is terminated by the Company without cause (as defined in the employment agreement) occurs during the term of the agreement, Dr. Miranda will receive any accrued compensation (as defined in the employment agreement) and is entitled to certain amount of severance payments as follows: ● If termination occurs during the initial term, the Company shall provide Dr. Miranda with severance compensation in the form of salary continuation at his Base Salary as of the termination date and ending the later of (i) 6 months or (ii) on the expiration date of the initial term. ● If termination occurs after the initial term, the severance payment shall be the amount equal to one half (1/2) of Dr. Miranda’s Base Salary as of the termination date. ● In addition, if termination occurs during the initial term, as part of the severance payment, we agreed to pay Dr. Miranda reimbursement of his monthly COBRA premiums for continuation of health coverage for 18 months post termination. If the employment agreement is terminated by the Company for cause, Dr. Miranda will forfeit any unpaid Annual Deferred Bonus Payment, but will receive any unpaid base salary that has been earned at the time of such termination, reimbursement of any expenses properly incurred prior to the Dr. Miranda’s termination date; and (iii) accrued and unused PTO, if any, in accordance with the Company’s PTO policy in effect on Dr. Miranda’s termination date. Dr. Miranda may terminate the employment agreement without good reason upon more than thirty (30) days’ prior written notice or for good reason without prior written consent, and will receive accrued compensation (as defined in the employment agreement) and the unpaid balance of the special deferred bonus. In the event that Dr. Miranda is terminated without cause, non-forfeited portions of the deferred bonus will be paid in equal installments over the remaining scheduled payment dates, if vested options as scheduled are exercised before the scheduled payment dates. A deferred bonus tranche will be forfeited if its corresponding options have expired. On a change in control (as defined in the employment agreement), full vesting of the Annual Deferred Bonus Payment will occur and be paid in a single lump sum within 30 days after the change in control. The offering shall not be considered a change in control. Pursuant to the employment agreement, Dr. Miranda also agreed to (i) not disclose to any unauthorized person or use for his own account any confidential information without the prior written consent of the Company or the board of directors, (ii) will not, directly or indirectly encourage, solicit, induce (or attempt to encourage, solicit or induce) any employee or agent of the Company that was employed (or otherwise engaged) at the time of his separation during his employment and for 24 months after his separation from that employment for any reason; (iii) will not, directly or indirectly, have any ownership interest in, work for, advise, manage, act as an agent or consultant for, or have any business connection or business or employment relationship with any entity or person which competes with Company; (iv) not, directly or indirectly, have any ownership interest in, work for, advise, manage, act as an agent or consultant for, or have any business connection or business or employment relationship with any entity or person which competes with the Company during his employment and (v) will not, directly or indirectly and in a competitive capacity own, manage, finance, operate, control or participate in ownership, management, or operation of, act as an agent, consultant, or be employed with, any business engaged in the design, manufacture, marketing, sale or servicing of any service or product with which Dr. Miranda was involved during his last year of employment with the Company; or which the Company is developing, producing, marketing, selling or servicing (or plans to develop, produce, market, sale or service) and about which Dr. Miranda gained any confidential information in the course of his employment with the Company for a period of 24 months after his separation from the Company. 86 Dr. Thomas Carrico , Chief Regulatory Officer, entered into an employment agreement with the Company, dated August 9, 2022 and amended on May 4, 2023, which has a two-year initial term and provides for a base salary of $275,000 with annual compensation increase. Dr. Carrico will also receive a one-time incentive payment in the amount of $135,655, which amount includes accrued and unpaid salary and a bonus to incentivize Dr. Carrico to remain with the Company for future service. Neither the accrued and unpaid salary nor bonus was the subject of any contract or agreement between Dr. Carrico and the Company prior to the execution of the employment agreement. The agreement contemplated that the incentive payment would be paid by December 15, 2022, but due to administrative impracticability, payment was made with a portion of the proceeds from the IPO in August 2023. In addition, Dr. Carrico shall be entitled to payment of a deferred bonus in an amount equal to (i) the aggregate of the strike price or exercise price of all 306,236 unexercised options to purchase stock or shares of the Company held by Dr. Carrico (the “Aggregate Strike Price”) plus (ii) a tax gross-up payment on the Aggregate Strike Price reasonably calculated by the Company at the highest marginal rates so that after payment of all ordinary income taxes on such Aggregate Strike Price, there remains an amount sufficient to pay such ordinary income taxes. The special deferred bonus will be paid in substantially equal 20% installments (the “Annual Deferred Bonus Payment”) on January 2 on each of 2024, 2025, 2026, 2027, and 2028 (the “Scheduled Payment Dates”), with a condition that on or before each Scheduled Payment Date, Dr. Carrico shall exercise at least 61,274 of the stock option. None of stock options has been exercised, therefore, no special deferred bonus has been paid as of the date of this prospectus. Dr. Carrico may exercise any portion of the stock options after a Scheduled Payment Date; provided, however, an exercise after the applicable Scheduled Payment Date shall result in forfeiture of the related Annual Deferred Bonus Payment. If the employment agreement is terminated by the Company without cause (as defined in the employment agreement), Dr. Carrico will receive any accrued compensation (as defined in the employment agreement) and is entitled to certain amount of severance payments as follows: ● If termination occurs during the initial term, the Company shall provide Dr. Carrico with severance compensation in the form of salary continuation at his Base Salary as of the termination date and ending the later of (i) 6 months or (ii) on the expiration date of the initial term. ● If termination occurs after the initial term, the severance payment shall be the amount equal to one half (1/2) of Dr. Carrico’s Base Salary as of the termination date. ● In addition, if termination occurs during the initial term, as part of the severance payment, we agreed to pay Dr. Carrico reimbursement of his Medicare, Medicare Supplement and prescription drug coverage insurance premiums for continuation of health coverage for 18 months post termination. If the employment agreement is terminated by the Company for cause, Dr. Carrico will forfeit any unpaid Annual Deferred Bonus Payment, but will receive any unpaid base salary that has been earned at the time of such termination, reimbursement of any expenses properly incurred prior to the Dr. Carrico’s termination date; and (iii) accrued and unused PTO, if any, in accordance with the Company’s PTO policy in effect on Dr. Carrico’s termination date. Dr. Carrico may terminate the employment agreement without good reason upon more than thirty (30) days’ prior written notice or for good reason without prior written consent, and will receive accrued compensation (as defined in the employment agreement) and the unpaid balance of the special deferred bonus. In the event that Dr. Carrico is terminated without cause after this offering, non-forfeited portions of the deferred bonus will be paid in equal installments over the remaining scheduled payment dates, if vested options as scheduled are exercised before the scheduled payment dates. A deferred bonus tranche will be forfeited if its corresponding options have expired. On a change in control (as defined in the employment agreement), full vesting of the Annual Deferred Bonus Payment will occur and be paid in a single lump sum within 30 days after the change in control. The offering shall not be considered a change in control. Pursuant to the employment agreement, Dr. Carrico also agreed to (i) not disclose to any unauthorized person or use for his own account any confidential information without the prior written consent of the Company or the board of directors, (ii) will not, directly or indirectly encourage, solicit, induce (or attempt to encourage, solicit or induce) any employee or agent of the Company that was employed (or otherwise engaged) at the time of his separation during his employment and for 24 months after his separation from that employment for any reason; (iii) will not, directly or indirectly, have any ownership interest in, work for, advise, manage, act as an agent or consultant for, or have any business connection or business or employment relationship with any entity or person which competes with Company; (iv) not, directly or indirectly, have any ownership interest in, work for, advise, manage, act as an agent or consultant for, or have any business connection or business or employment relationship with any entity or person which competes with the Company during his employment and (v) will not, directly or indirectly and in a competitive capacity own, manage, finance, operate, control or participate in ownership, management, or operation of, act as an agent, consultant, or be employed with, any business engaged in the design, manufacture, marketing, sale or servicing of any service or product with which Dr. Carrico was involved during his last year of employment with the Company; or which the Company is developing, producing, marketing, selling or servicing (or plans to develop, produce, market, sale or service) and about which Dr. Carrico gained any confidential information in the course of his employment with the Company for a period of 24 months after his separation from the Company. 87 Non-Employee Director Compensation The following table presents the compensation awarded to or earned by or paid to all individuals who served as non-employee directors during the years ended December 31, 2025 and 2024. We do not provide additional compensation to directors who are our employees for also serving as a director. Name Year Fees Earned ($) Stock Awards Earned ($) Total ($) Bradley M. Watkins 2025 60,537 50,000 110,537 2024 60,000 50,000 110,000 Beth Keyser 2025 60,000 50,000 110,000 2024 60,000 50,000 110,000 Kristin Ferge (1) 2025 65,004 50,000 115,004 2024 49,151 40,959 90,110 Gilad Aharon (2) 2025 60,883 50,000 110,883 2024 — — — Timothy Henrichs (3) 2025 — — — 2024 5,260 4,384 9,644 (1) Kristin Ferge was appointed to the board of directors on March 7, 2024. (2) Gilad Aharon was appointed to the board of directors on January 1, 2025. (3) On January 30, 2024, Timothy R. Henrichs resigned as a member of the board of directors, effective February 2, 2024 and became the Company’s Chief Financial Officer. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of March 12, 2026 based on 11,187,639 shares of common stock outstanding. In addition, holders of Series B Preferred Stock are entitled to an additional 2,378,015 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. We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities as well as any common stock that the person has the right to acquire within 60 days of March 12, 2026 through the exercise of stock options or other rights. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them. Beneficially Ownership Common Stock Shares Percentage Percentage of Voting Power Name of beneficial owner 5% shareholders: Brian P. Hannasch (1) 1,139,374 10.2 % 8.4 % Bigger Capital Fund LP (2) 863,538 7.7 % 6.3 % Rosalind Master Fund LP (3) (8) 1,184,208 9.6 % 8.0 % Named executive officers and directors: Brian Carrico (4) 340,118 3.0 % 2.5 % Timothy Henrichs - * * Adrian Miranda (5) 337,204 2.9 % 2.4 % Thomas Carrico (6) 311,236 2.7 % 2.2 % Christopher Robin Brown 1,044,617 9.3 % 7.7 % Bradley Mitch Watkins 46,335 * * Beth Keyser 46,335 * * Kristin Ferge 35,938 * * Gilad Aharon (7) 412,778 3.7 % 3.0 % All executive officers and directors as a group (nine (9) persons) 2,574,561 21.6 % 17.8 % * Less than 1%. (1) 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. (2) 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 0G7. 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%. (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 (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 votes. (8) Mr. Aharon has indirect ownership over Rosalind Master Fund LP. 88 Item 13. Certain Relationships and Related Transactions and Director Independence The following includes a summary of transactions since January 1, 2024, to which we have been a party in which the amount involved exceeded or will exceed the lesser of (i) $120,000 and (ii) one percent (1%) of the average of our total assets at year-end for the prior two fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Item 11. Executive Compensation.” We also describe below certain other transactions with our directors, executive officers and stockholders. The Company has two demand notes receivable from its two founding shareholders 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. 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, 2025. The 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 31, 2025. 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. From time to time, a member of the Company’s Board of Directors purchases NeuroStim devices at cost to conduct research and development activities. 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. The 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. We have adopted a formal policy that our executive officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a related party transaction with us without the prior consent of our Audit Committee, or other independent members of our Board of Directors if it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, principal shareholder, or any of their immediate family members or affiliates, in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our Audit Committee is to consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. Item 14. Principal Accounting Fees and Services Fees Billed for Audit and Non-Audit Services The following table presents for each of the last two fiscal years the aggregate fees billed in connection with the audits of our financial statements and other professional services rendered by our independent registered public accounting firm Rosenberg Rich Baker Berman, P.A. 2025 2024 Audit Fees (1) $ 176,700 $ 181,195 (1) Audit Fees . These are fees for professional services for the audit of our annual financial statements, and for the review of the financial statements included in our filings on Form 10-K and Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements. 89 PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) 1. Financial Statements The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Financial Statements and Schedules” on page F-1 and included from F-2 onwards. 2. Financial Statement Schedules All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein. 3. Exhibits (including those incorporated by reference). (b) Exhibits Exhibit Number Exhibit Description 3.1 Certificate of Incorporation (incorporated by reference to exhibit 3.1 to Registration Statement on Form S-1, filed on January 10, 2023) 3.2 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) 3.3 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) 3.4 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) 3.6 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) 3.7 Bylaws (incorporated by reference to exhibit 3.3 to Registration Statement on Form S-1, filed on January 10, 2023) 4.1 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) 4.2 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) 10.1† 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) 10.2† 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) 10.3† 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) 10.4† 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) 90 10.5† 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) 10.6† 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) 10.7† 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) 10.8† 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) 10.9† 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) 10.10† 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) 10.11† 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) 10.12† 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) 10.13† 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) 10.14† 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) 10.15 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) 10.16 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) 10.21 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) 10.22 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) 10.23 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) 10.24 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) 10.25 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) 10.26 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) 10.27 Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.1 to current report on Form 8-K, furnished to the SEC on May 28, 2024) 10.28 Form of Convertible Promissory Note (incorporated by reference to exhibit 10.2 to current report on Form 8-K, furnished to the SEC on May 28, 2024) 10.29 Form of Registration Rights Agreement (incorporated by reference to exhibit 10.3 to current report on Form 8-K, furnished to the SEC on May 28, 2024) 91 10.30† Form of Unrestricted Stock Award Agreement by and between NeurAxis, Inc. and Grantees dated on July 1, 2024 (incorporated by reference to exhibit 10.1 to current report on Form 8-K, furnished to the SEC on July 5, 2024) 10.31 Fourth Amendment to Securities Purchase Agreement, dated October 12, 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 October 18, 2024) 10.32 Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.2 to current report on Form 8-K, furnished to the SEC on October 18, 2024) 10.33 Form of Registration Rights Agreement (incorporated by reference to exhibit 10.3 to current report on Form 8-K, furnished to the SEC on October 18, 2024) 10.34 Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.1 to current report on Form 8-K, furnished to the SEC on November 15, 2024) 10.35 Form of Registration Rights Agreement (incorporated by reference to exhibit 10.2 to current report on Form 8-K, furnished to the SEC on November 15, 2024) 10.36 Settlement Agreement and Mutual Release, dated May 15, 2025 (incorporated by reference to Exhibit 10.1 to current report on Form 8-K, furnished to the SEC on May 21, 2025) 10.37 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to current report on Form 8-K, furnished to the SEC on May 22, 2025) 10.38 Termination Agreement, dated July 1, 2025, by and between Neuraxis, Inc. and Masimo Corporation (incorporated by reference to Exhibit 10.1 to current report on Form 8-K, furnished to the SEC on July 3.2025) 10.39 Neuraxis, Inc. 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to current report on Form 8-K, furnished to the SEC on July 3, 2025) 10.40 At The Market Offering Agreement, dated August 29, 2025, by and between Neuraxis, Inc, and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 10.1 to current report on Form 8-K furnished to the SEC on September 2, 2025) 19.1 Insider Trading Policy (incorporated by reference to exhibit 19.1 to annual report on Form 10-K, filed with the SEC on March 20, 2025) 21.1 List of Subsidiaries of Neuraxis, Inc. (incorporated by reference to exhibit 21.1 to Registration Statement on Form S-1, filed on January 10, 2023) 23.1* Consent of Rosenberg Rich Baker Berman, P.A. 31.1* Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002 31.2* Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002 32.1** Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002 97.1 NeurAxis, Inc. Compensation Recovery Policy (incorporated by reference to exhibit 97.1 to Annual Report on Form 10-K, filed on April 16, 2024) 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). † Executive compensation plan or arrangement. * Filed herewith. ** Furnished herewith. ITEM 16. FORM 10-K SUMMARY Not Applicable. 92 Index to Financial Statements FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Page(s) Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 00 89 ) F-1 Balance Sheets as of December 31, 2025 and 2024 F-2 Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4 Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024 F-5 Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to Financial Statements F-7 93 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Neuraxis, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of NeurAxis, Inc. (the Company) as of December 31, 2025 and 2024, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Emphasis of Matter Regarding Going Concern   The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses and negative cash flows since inception and will need substantial capital to support its operations. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Rosenberg Rich Baker Berman, P.A. We have served as the Company’s auditor since 2022. Somerset, New Jersey March 19, 2026 F- 1 Neuraxis, Inc. Balance Sheets December 31, 2025 December 31, 2024 Assets Current Assets: Cash and cash equivalents $ 4,965,072 $ 3,696,870 Accounts receivable, net of credit losses of $ 7,326 and $ 5,000 as of December 31, 2025 and 2024, respectively 195,703 244,618 Inventories, net of reserves of $ 34,524 and $ 4,454 as of December 31, 2025 and 2024, respectively 257,132 44,328 Prepaids and other current assets 315,283 280,367 Total current assets 5,733,190 4,266,183 Property and Equipment, at Cost: 382,465 464,402 Less - accumulated depreciation ( 306,901 ) ( 374,420 ) Property and equipment, net 75,564 89,982 Other Assets: Operating lease right of use asset, net 261,565 284,656 Intangible assets, net 274,778 96,588 Other non-current assets 58,939 20,163 Total Assets $ 6,404,036 $ 4,757,572 Notes to financial statements are an integral part of these statements. F- 2 Neuraxis, Inc. Balance Sheets December 31, 2025 December 31, 2024 Liabilities Current Liabilities: Accounts payable $ 139,365 $ 596,946 Accrued expenses 2,393,229 1,577,780 Notes payable 148,293 154,152 Current portion of operating lease payable 65,752 62,754 Customer deposits 28,660 32,527 Warrant liabilities 16,800 9,166 Total current liabilities 2,792,099 2,433,325 Non-Current Liabilities: Operating lease payable, net of current portion 202,566 256,499 Other non-current liabilities 9,999 - Total non-current liabilities 212,565 256,499 Total liabilities 3,004,664 2,689,824 Commitments and contingencies (see note 17) - Stockholders’ Equity Convertible Series B Preferred stock, $ 0.001 par value; 5,000,000 shares authorized; 3,796,907 and 4,280,939 shares issued and outstanding as of December 31, 2025 and 2024, respectively 3,797 4,281 Common stock, $ 0.001 par value; 100,000,000 shares authorized; 10,652,812 and 6,990,227 issued and outstanding as of December 31, 2025 and 2024, respectively 10,653 6,990 Additional paid in capital 67,985,089 58,856,089 Accumulated deficit ( 64,600,167 ) ( 56,799,612 ) Total stockholders’ equity 3,399,372 2,067,748 Total Liabilities and Stockholders’ Equity $ 6,404,036 $ 4,757,572 Notes to financial statements are an integral part of these statements. F- 3 Neuraxis, Inc. Statements of Operations 2025 2024 For the Years Ended December 31, 2025 2024 Net sales $ 3,569,282 $ 2,685,925 Cost of goods sold 562,916 362,002 Gross profit 3,006,366 2,323,923 Selling expenses 2,279,974 1,468,884 Research and development 493,611 433,614 General and administrative 8,062,689 7,578,242 Operating loss ( 7,829,908 ) ( 7,156,817 ) Other income (expense): Financing charges ( 30,240 ) ( 230,824 ) Interest expense ( 73,969 ) ( 174,328 ) Change in fair value of warrant liability ( 7,634 ) ( 941 ) Amortization of debt discount and issuance cost — ( 126,387 ) Extinguishment of debt liabilities — — Other income 141,196 33,620 Other expense — ( 585,824 ) Total other income (expense), net 29,353 ( 1,084,684 ) Net loss $ ( 7,800,555 ) $ ( 8,241,501 ) Preferred stock dividends ( 814,597 ) ( 211,268 ) Net loss available to common stockholders $ ( 8,615,152 ) $ ( 8,452,769 ) Per-share data Basic and diluted loss per share $ ( 0.95 ) $ ( 1.22 ) Weighted average shares outstanding Basic and diluted 9,083,399 6,918,887 Notes to financial statements are an integral part of these statements. F- 4 Neuraxis, Inc. Statements of Stockholders’ Equity (Deficit) Shares Amount Shares Amount Capital Deficit (Deficit) Convertible Series B Preferred Stock Common Stock Additional Paid In Accumulated Stockholders’ Equity Shares Amount Shares Amount Capital Deficit (Deficit) Balances at December 31, 2023 - $ - 6,508,897 $ 6,509 $ 47,148,361 $ ( 48,558,111 ) $ ( 1,403,241 ) Warrants exercised - - 11,000 11 26,169 - 26,180 Additional paid in capital from warrants issued under advisory agreement - - - - 157,745 - 157,745 Additional paid in capital from warrants issued as debt discount - - - - 97,465 - 97,465 Common stock issued from agreements - - 470,330 470 1,407,541 - 1,408,011 Debt discount on mandatory conversion of convertible promissory notes to Series B Preferred Stock - - - - ( 165,577 ) - ( 165,577 ) Conversion of convertible promissory notes to Series B Preferred Stock 2,073,524 2,074 - - 4,932,929 - 4,935,003 Issuance of Series B Preferred Stock 2,207,415 2,207 - - 5,251,456 - 5,253,663 Net loss - - - - - ( 8,241,501 ) ( 8,241,501 ) Balances at December 31, 2024 4,280,939 4,281 6,990,227 6,990 58,856,089 ( 56,799,612 ) 2,067,748 Balance 4,280,939 $ 4,281 6,990,227 $ 6,990 $ 58,856,089 $ ( 56,799,612 ) 2,067,748 Warrants exercised - - 946,525 947 1,097,245 - 1,098,192 Common stock issued from agreements - - 52,989 53 146,353 - 146,406 Conversion of Series B Preferred Stock to Common Stock ( 484,032 ) ( 484 ) 484,032 484 - - - Issuance of common stock pursuant to shelf registration statement - - 2,161,645 2,162 7,726,261 - 7,728,423 Offering costs - - - - ( 688,804 ) - ( 688,804 ) Additional paid in capital from restricted stock units - - - - 251,110 - 251,110 Common stock issued under the 2022 Omnibus Securities and Incentive Plan - - 17,394 17 ( 17 ) - - Stock-based compensation - - - - 596,852 - 596,852 Net loss - - - - - ( 7,800,555 ) ( 7,800,555 ) Balances at December 31, 2025 3,796,907 $ 3,797 10,652,812 $ 10,653 $ 67,985,089 $ ( 64,600,167 ) $ 3,399,372 Balance 3,796,907 $ 3,797 10,652,812 $ 10,653 $ 67,985,089 $ ( 64,600,167 ) $ 3,399,372 Notes to financial statements are an integral part of these statements. F- 5 Neuraxis, Inc. Statements of Cash Flows 2025 2024 For the Years Ended December 31, 2025 2024 Cash Flows from Operating Activities Net loss $ ( 7,800,555 ) $ ( 8,241,501 ) Adjustments to reconcile net loss to net cash used by operating activities: Amortization of debt discount and issuance cost — 126,387 Depreciation and amortization 59,501 37,831 Provisions for losses on accounts receivable 2,326 7,395 Provision for losses on inventory 30,070 4,454 Loss on disposal of property and equipment 7,878 — Non-cash lease expense 23,092 32,075 Stock based compensation 596,852 227,000 Issuance of common stock for non-cash consideration — 1,177,187 Fair value of warrants issued for non-cash consideration — 157,745 Finance charges 30,240 230,824 Change in fair value of warrant liabilities 7,634 941 Changes in operating assets and liabilities: Accounts receivable 46,589 ( 178,845 ) Inventory ( 242,874 ) ( 32,500 ) Prepaids and other current assets 240,975 56,157 Accounts payable ( 457,583 ) ( 607,273 ) Accrued expenses 1,082,727 949,693 Customer deposits ( 3,867 ) ( 42,420 ) Operating lease liability ( 50,935 ) ( 3,414 ) Other non-current liabilities ( 4,913 ) — Net cash used by operating activities ( 6,432,843 ) ( 6,098,264 ) Cash Flows from Investing Activities Additions to property and equipment ( 31,150 ) ( 27,776 ) Additions to intangible assets ( 100,000 ) — Net cash used by investing activities ( 131,150 ) ( 27,776 ) Cash Flows from Financing Activities Proceeds from issuance of common stock, net of issuance costs 7,728,423 — Proceeds from issuance of Series B preferred stock — 5,253,663 Deferred offering costs paid ( 712,669 ) — Proceeds from exercised warrants 1,098,192 26,180 Principal payments on notes payable ( 281,751 ) ( 275,994 ) Proceeds from convertible notes — 4,935,003 Financing fees paid — ( 194,502 ) Net cash provided by financing activities 7,832,195 9,744,350 Net Increase in Cash and Cash Equivalents 1,268,202 3,618,310 Cash and Cash Equivalents at Beginning of Period 3,696,870 78,560 Cash and Cash Equivalents at End of Period $ 4,965,072 $ 3,696,870 Supplemental Disclosure of Operating Activities Cash paid for interest $ 11,854 $ 33,830 Cash paid for federal income taxes — — Cash refunded for state income taxes 13,140 10,164 Supplemental Disclosure of Non-Cash Investing and Financing Activities Recognition of right of use asset $ 37,970 $ 284,339 Derecognition of right of use asset 29,014 — Conversion of convertible promissory notes to Series B preferred stock — 4,935,000 Fair value of warrants from debt discount in convertible notes classified as additional paid in capital — 97,465 Write-off of debt discount on convertible notes classified as additional paid in capital — 165,577 Issuance of note payable to financing company for insurance premiums and software subscription 292,253 282,086 Common stock issued upon cashless exercise of warrants 186 — Common stock issued upon cashless conversion of Series B Preferred Stock 484 — Common stock issued for services accrued as of December 31, 2024 112,493 — Common stock issued upon settlement of certain claims 3,673 — Intangible asset purchase 100,000 — Notes to financial statements are an integral part of these statements. F- 6 Neuraxis, Inc. Notes to Financial Statements 1. Basis of Presentation, Organization and Other Matters Neuraxis, Inc. (“we,” “us,” the “Company,” or “Neuraxis”) was established in 2011 and incorporated in the state of Indiana in 2012 under the name of Innovative Health Solutions, Inc. The name was changed to NeurAxis, Inc. in 2022 when the Company filed a Certificate of Conversion to become a Delaware corporation. The Company is headquartered in Carmel, Indiana, and specializes in the development, production, and sale of medical neuromodulation devices. The Company has developed four FDA cleared products: (i) IB-Stim (DEN180057, 2019), (ii) Rectal Expulsion Device (“RED”) (K242304, 2024), (iii) NSS-2 Bridge (DEN170018, 2017) and (iv) the original 510(K) clearance (K140530, 2014). ● IB-Stim is a percutaneous electrical nerve field stimulator (PENFS) device that is indicated in patients 8 years and older with functional abdominal pain associated with irritable bowel syndrome, functional dyspepsia (FD) and associated FD nausea symptoms. ● RED is indicated to evaluate the neuromuscular function of a patient’s ability to expel its contents from the rectum and as a qualitative test for rectal hypersensitivity patients who experience desire or urge to defecate at lower volumes of distention. RED is intended to be used in a clinical setting by trained health care providers in adult populations. ● The NSS-2 Bridge is a percutaneous nerve field stimulator (PNFS) device indicated for use in the reduction of the symptoms of opioid withdrawal and was licensed to Masimo Corporation (“Masimo”). Masimo marketed and sold this product as its Masimo Bridge. On July 1, 2025, The Company terminated the NSS-2 Bridge license with Masimo in exchange for $ 200,000 of consideration payable of which $ 100,000 was paid on December 31, 2025 and $ 100,000 is due June 30, 2026. The termination agreement allowed the Company to recapture the rights to the trademark (U.S. Registration No. 7,394,465) and two patent applications (Application No. 18/821/255 and Application No. 29/960.608) that were originally licensed to Masimo on April 9, 2020. ● The original 510(K) device was the EAD, an electroacupuncture device, now called NeuroStim. The EAD is no longer being manufactured, sold or distributed but reserved only for research purposes. F- 7 Neuraxis, Inc. Notes to Financial Statements 2. Summary of Significant Accounting Policies The summary of significant accounting policies of Neuraxis, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. Use of Estimates and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. The Company uses estimates in accounting for, among other items, revenue recognition, allowance for credit losses, stock-based compensation, income tax provisions, excess and obsolete inventory reserve, and impairment of property and equipment, and intellectual property. Actual results could differ from those estimates. Reclassification of Prior Year Amounts Certain prior year amounts have been reclassified to conform to current period presentation. The Company reclassified $ 1,144,176 of general and administrative expenses to selling expenses in the Statements of Operations for the year ended December 31, 2024. The Company also reclassified $ 227,507 of general and administrative expenses to research and development expenses in the Statements of Operations for the year ended December 31, 2024. These reclassifications had no impact on previously reported net loss, total assets, total liabilities or total equity. Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company did no t hold any cash equivalents as of December 31, 2025 and 2024. Accounts Receivable and Allowance for Credit Losses Accounts receivable are stated at the amount management expects to collect from outstanding balances, net of an allowance for credit losses. Management evaluates many factors when determining the collectability of specific customer accounts, including, but not limited to, creditworthiness, past transaction and payment history, current economic industry trends and changes in payment terms. Management used assumptions and judgment based on the best available facts and circumstances to estimate and record an allowance. The Company monitors accounts receivable and estimates the allowance for lifetime expected credit losses. Estimates of expected credit losses are based on historical collection experience, an aging schedule, and other factors, including those related to current and forecasted market conditions and events. The allowance for credit losses was $ 7,326 and $ 5,000 as of December 31, 2025 and 2024, respectively. The Company recorded credit losses for the years ended December 31, 2025 and 2024 of $ 2,326 and $ 7,395 , respectively. F- 8 Neuraxis, Inc. Notes to Financial Statements Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the weighted average method. The inventory is comprised of finished medical devices on hand. Certain components within the devices have an expiration date that are removed from current inventory and expensed at the date of expiration. The Company has reserved for expired inventory as charges to cost of goods sold of $ 19,973 and $ 0 for the years ended December 31, 2025 and 2024, respectively, and research devices as charges to research and development of $ 10,097 and $ 4,454 for the for the years ended December 31, 2025 and 2024, respectively. Inventory reserves totalled $ 34,524 and $ 4,454 as of December 31, 2025 and 2024, respectively. Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Depreciation is calculated using the following estimated useful lives: Schedule of Estimated Useful Lives Classification Years Machinery and Equipment 7 - 10 Furniture and Fixtures 3 - 10 Computer Hardware 5 Leasehold Improvements 10 - 20 Depreciation expense was $ 37,691 and $ 26,346 during the years ended December 31, 2025 and 2024, respectively. Intangible Assets Intangible assets consist of software, patents, a trademark and a license. Intangible assets are stated at their historical cost and amortized on a straight-line basis over their expected useful lives. Capitalized patent costs, net of accumulated amortization, includes legal costs incurred for patent applications. In accordance with ASC 350, once a patent is granted, the capitalized patent costs are amortized over the remaining life of the patent using the straight-line method. If the patent is not granted, we write off any capitalized patent costs at that time. The Company purchased a trademark related to the Company’s name for $ 50,000 . The trademark does not have a determinate life and therefore the cost is not being amortized. F- 9 Neuraxis, Inc. Notes to Financial Statements We review intangible assets for impairment annually or when events or circumstances indicate that their carrying amount may not be recoverable. During the years ended December 31, 2025, and 2024, the Company recorded no intangible asset impairment charges. Amortization expense was $ 21,810 and $ 11,485 during the years ended December 31, 2025 and 2024, respectively. Cloud Computing Costs The Company utilizes cloud computing arrangements that are hosted by third-party vendors to support its operations. The Company accounts for these arrangements as service contracts. Implementation costs incurred in connection with cloud computing arrangements are evaluated in accordance with the guidance for internal-use software. Cost incurred during the application development state, including configuration, coding, testing and integration activities, are capitalized. Costs incurred during the preliminary project and post-implementation stages, as well as costs related to data conversion and ongoing support, are expensed as incurred. Payroll and payroll-related costs for employees directly associated with the project are also expensed as incurred. Cloud computing implementation costs are included in Intangible Assets on the Company’s consolidated balance sheets and amortized on a straight-line basis over the term of the relating hosting arrangement, including periods covered by renewal options that are reasonably assured to be exercised. The Company evaluates cloud computing implementation costs for impairment annually or when events or circumstances indicated that their carrying amount may not be recoverable. Cloud computing implementation costs, net of accumulated amortization, were $ 19,909 and $ 28,454 as of December 31, 2025 and 2024, respectively. Amortization expense related to cloud computing implementation costs totaled $ 8,545 and $ 8,545 for the years ended December 31, 2025 and 2024, respectively. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, we compare the carrying amount of the asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. Selling Expenses Selling expenses consist primarily of advertising, marketing and promotion of the Company’s products including salaries and related personnel costs and travel expenses. Advertising costs are expensed as incurred and amounted to $ 546,628 and $ 232,125 for the years ended December 31, 2025 and 2024, respectively. Research and Development Research and development expenses consist primarily of clinical research studies, new product development, costs of materials and supplies used in research and development activities and salaries and related personnel costs for employees engaged in research and development activities of IB-Stim and RED as we seek FDA clearance for other indications. Research and development costs are expensed as incurred. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s financial statements and tax returns. Deferred tax assets and liabilities are determined based upon the differences between the financial statement carrying amounts, and the tax bases of existing assets and liabilities for the loss and credit carry forwards using enacted tax rates expected to be in effect in the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that these assets may not be realized. The Company determines whether a tax position will be sustained upon examination. If it is more likely than not that a position will be sustained, the benefit attributable to the position is recognized. The tax benefit to be recognized for any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. Management’s evaluation of the Company’s deferred tax assets and liabilities did not have a material effect on the Company’s financial statements. Furthermore, no interest or penalties have been accrued as of December 31, 2025 and 2024 or charged to expense for the years then ended. F- 10 Neuraxis, Inc. Notes to Financial Statements Warrant Liabilities Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its common stock, to determine if such instruments are liabilities pursuant to ASC 480 and ASC 815-15. The classification of derivative financial instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The Company utilizes a Black-Scholes option-pricing model to compute the fair value of the derivative and to mark-to-market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Black-Scholes option-pricing model included an exercise price, the stock price as of the valuation date, an expected remaining term of each warrant as of the valuation date, estimated volatility, a dividend yield, and a risk-free rate. The Company records the change in the fair value of the warrant as other income or expense in the statements of operations. Fair Value Measurements The Company accounts for financial instruments in accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures , which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described as follows: Level 1 – Quoted prices (unadjusted) for identical unrestricted assets or liabilities in active markets that the reporting entity has the ability to access as of the measurement date. Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or financial instruments for which all significant inputs are observable or can be corroborated by observable market date, either directly or indirectly. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These unobservable inputs reflect that reporting entity’s own assumptions about what market participants would use in pricing the asset or liability. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value require significant management judgment or estimation. The Company’s Level 1 assets and liabilities include cash, accounts receivable, accounts payable, prepaids, and other current assets. Management believes the estimated fair value of these accounts on December 31, 2025 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments. The Company’s Level 3 assets and liabilities include warrant liabilities and the floating lookback option provision in the Neuraxis, Inc. Employee Stock Purchase Plan. Inputs to determine fair value are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. The valuation techniques involve management’s estimates and judgment based on unobservable inputs. The fair value estimates may not be indicative of the amounts that would be realized in a market exchange. Additionally, there may be inherent uncertainties or changes in the underlying assumptions used, which could significantly affect the current or future fair value estimates. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities. F- 11 Neuraxis, Inc. Notes to Financial Statements The following table provides a summary of the relevant assets and liabilities that are measured at fair value on a recurring basis: Schedule of Fair Value of Assets and Liabilities measured on Recurring Basis Total Level 1 Level 2 Level 3 Valuation Methodology Unobservable Inputs Fair value of warrant liabilities as of December 31, 2025 $ 16,800 $ — $ — $ 16,800 Black-Scholes model Project simulated cash flows Fair value of warrant liabilities as of December 31, 2024 $ 9,166 $ — $ — $ 9,166 Black-Scholes model Project simulated cash flows Fair value of warrant liabilities $ 9,166 $ — $ — $ 9,166 Black-Scholes model Project simulated cash flows There were no transfers between any of the levels during the years ended December 31, 2025 and 2024. In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company’s had no assets and liabilities that were measured on a nonrecurring basis as of December 31, 2025 and 2024. Basic and Diluted Net Income (Loss) per Share Basic earnings or loss per share (“EPS”) is computed by dividing net income (loss), net of preferred stock dividends, by the weighted average number of common shares outstanding during the period. Diluted EPS is determined using the weighted average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents that were outstanding for the periods presented. In periods when losses are reported, which is the case for the years ended December 31, 2025 and 2024, the weighted average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. Preferred stock dividends (neither declared nor paid) were $ 814,597 and $ 211,268 as of December 31, 2025 and 2024, respectively. F- 12 Neuraxis, Inc. Notes to Financial Statements The Company had the following potentially dilutive common stock equivalents at December 31, 2025 and 2024: Schedule of Dilutive Common Stock Equivalents 2025 2024 Options 1,319,394 1,319,394 Pre-Funded Warrants for Common Stock — 289,779 Warrants 1,379,524 2,352,751 Series B Preferred Stock 3,796,907 4,280,939 Totals 6,495,825 8,242,863 The following table shows the calculation of the basic and diluted net loss per share and the effect of cumulative preferred stock dividends: Schedule of Basic and Diluted Net Loss Per Share 2025 2024 For the Years Ended December 31, 2025 2024 Numerator Net loss $ ( 7,800,555 ) ( 8,241,501 ) Cumulative preferred stock dividends ( 814,597 ) ( 211,268 ) Net loss available to common stockholders ( 8,615,152 ) ( 8,452,769 ) Denominator Weighted-average shares of common stock outstanding - basic and diluted 9,083,399 6,918,887 Basic and diluted net loss per share $ ( 0.95 ) $ ( 1.22 ) Stock-Based Compensation The Company accounts for all stock-based awards at fair value. The Company recognizes its stock-based compensation expense using the straight-line method. Compensation cost is not adjusted for estimated forfeitures, but instead is adjusted upon an actual forfeiture. The Company accounts for the granting of stock options and restricted stock units to employees and non-employees using the fair value method whereby all awards are measured at fair value on the date of the grant. The fair value of all employee stock options and restricted stock units is expensed over the requisite service period with a corresponding increase to additional paid-in capital. Upon exercise of stock options, the consideration paid by the option holder is recorded in additional paid-in capital, while the par value of the shares received is reclassified from additional paid-in-capital to common stock. Upon vesting of restricted stock units, the par value of the shares issued are reclassified from additional paid-in-capital to common stock. Stock-based awards to non-employees are measured based on the fair value of the equity instrument issued. Compensation expense for non-employee stock awards is recognized over the requisite service period following the measurement of the fair value on the grant date. The Company uses the Black-Scholes option-pricing model to calculate the fair value of stock options. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. Changes in these assumptions can materially affect the fair value estimate. F- 13 Neuraxis, Inc. Notes to Financial Statements Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers , the Company recognizes revenue when its customer obtains control of promised goods, in an amount that reflects the consideration which the Company expects to be entitled in exchange for those goods. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, it performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to contracts when it determines that it is probable it will collect substantially all the consideration it is entitled to in exchange for the goods it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods promised within each contract and determines those that are performance obligations and assesses whether each promised good is distinct. The Company then recognizes as revenue the amount of the transaction price, after consideration of variability and constraints, if any, that is allocated to the respective performance obligation when the performance obligation is satisfied. The Company offers a Patient Assistance Program for pediatric patients without insurance coverage for IB-Stim. This program offers potential self-pay discounts for IB-Stim, based upon household income and size. Also, the Company offers providers an opt-in program to address adequate insurance claim payments on IB-Stim devices. This program may extend a rebate or invoice credit where the insurance payment and patient responsibility (i.e., deductible, co-payment, and/or co-insurance amounts required by the Payer) are less than the acquisition cost of IB-Stim. The Company recognizes revenue at such a time that collection of the amount due is probable. The following table disaggregates the Company’s revenue based on the customer’s location by state for the years ended December 31: Schedule of Disaggregation of Revenue 2025 2024 California $ 898,223 $ 778,209 Ohio 578,769 431,328 Massachusetts 265,201 154,407 Illinois 222,389 246,217 Wisconsin 215,431 157,786 Florida 143,947 149,985 All other states 1,245,322 767,993 $ 3,569,282 $ 2,685,925 Certain economic factors affect the nature, amount, timing, and uncertainty of the Company’s revenue and cash flows. All of the Company’s products are sold to healthcare customers including hospitals and clinics. Sales to healthcare customers are subject to seasonality and have a mild correlation with economic cycles. All of the Company’s sales are to customers located within the United States. Sales contracts consist of purchase orders that are short-term (i.e., less than or equal to one year). F- 14 Neuraxis, Inc. Notes to Financial Statements The Company typically satisfies its performance obligations for goods at a point in time as they are received at the customer’s destination (rather than over time). Goods are shipped by common carrier to customers under FOB destination terms. As such, ownership of goods in transit is transferred to the customer upon receipt as the Company bears the associated risks (e.g., loss, damage or delay). Management typically relies on shipping information from common carriers to evaluate when the customer has obtained control of the goods. Shipping and handling costs are recorded as Cost of Goods Sold in the Statements of Operations. The Company’s contracts with customers typically do not involve variable consideration. The information that the Company uses to determine the transaction price for a contract is similar to the information that the Company’s management uses in establishing the prices of goods to be sold. Orders may not be cancelled after shipment. Customers may return devices if the goods are found to be defective, nonconforming, or otherwise do not meet the stated technical specifications. At the option of the customer, the Company shall either: ● Refund the price paid for any defective or nonconforming products. ● Supply and deliver to the customer replacement conforming products. ● Reimburse the customer for the cost of repairing any defective or nonconforming products. At the time revenue is recognized, the Company estimates expected returns and excludes those amounts from revenue. The Company also reflects the effects of expected returns on the Company’s financial position and periodically adjusts those accounts to reflect its actual return experience. Estimated returns totalled $ 13,824 and $ 5,000 as of December 31, 2025 and 2024, respectively. Payment for goods sold by the Company is typically due after an invoice is sent to the customer, within 30 days. The Company does not offer discounts if the customer pays some or all of an invoiced amount prior to the due date. None of the Company’s contracts have a significant financing component. Customer deposits are contract liabilities under ASC 606. As of December 31, 2025, and 2024, the Company had customer deposits of $ 28,660 and $ 32,527 , respectively. Medical devices that the Company contracts to sell and transfer to customers are manufactured by two separate and distinct third-party manufacturers located within the states of Indiana and Michigan. In no case does the Company act as an agent (i.e., the Company does not provide a service of arranging for another party to transfer goods to the customer). F- 15 Neuraxis, Inc. Notes to Financial Statements Leases In accordance with ASC 842, at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and current and non-current lease liabilities, as applicable. Operating lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Prospectively, the Company will adjust the right-of-use assets for straight-line rent expense, or any incentives received and remeasure the lease liability at the net present value using the same incremental borrowing rate that was in effect as of the lease commencement or transition date. The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. Assumptions made by the Company at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification. A lease modification results in a separate contract when the modification grants the lessee an additional right of use not included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease. Entities may elect not to separate lease and non-lease components. The Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all the contract consideration to the lease component only. F- 16 Neuraxis, Inc. Notes to Financial Statements Concentrations of Credit Risk The Company’s business activity consists of the sale of medical neuromodulation devices to doctors, clinics, and hospitals across the country. Receivables consist of unsecured amounts due from customers. The table below sets forth the Company’s customers that accounted for greater than 10% of its net accounts receivable for the years ended December 31, 2025 and 2024, respectively. Schedule of Customer Accounts Receivable Percentage of Net Accounts Percentage of Net Accounts 2025 Receivable 2024 Receivable Customer A $ 43,020 22 % $ - 0 % Customer B - 0 % 119,616 49 % $ 43,020 22 % $ 119,616 49 % The table below sets forth the Company’s customers that accounted for greater than 10% of its net sales for the years ended December 31, 2025 and 2024, respectively. Schedule of Customers Accounted Revenues Percentage of Percentage of 2025 Net Sales 2024 Net Sales Customer A $ 512,288 14 % $ 396,950 15 % Customer B 493,444 14 % 521,810 20 % $ 1,005,732 28 % $ 918,760 35 % From time to time, the Company’s bank balances may exceed the FDIC limit of $ 250,000 . As of December 31, 2025 and 2024, the Company had $ 4,465,073 and $ 3,263,618 of its cash balance uninsured, respectively. Going Concern We have incurred losses and negative cash flows since inception and have funded our operations primarily with a combination of sales, debt, and the sale of capital stock. As of December 31, 2025, we had stockholders’ equity of $ 3,399,372 , short-term outstanding borrowings of $ 148,293 , cash of $ 4,965,072 and a working capital surplus of $ 2,941,091 . F- 17 Neuraxis, Inc. Notes to Financial Statements Our future capital requirements will depend upon many factors, including progress with developing, manufacturing, and marketing our technologies, the time and costs involved in preparing, filing, prosecuting, maintaining, and enforcing patent claims and other proprietary rights, our ability to establish collaborative arrangements, marketing activities and competing technological and market developments, including regulatory changes and overall economic conditions in our target markets. Our ability to generate revenue and achieve profitability requires us to successfully market and secure purchase orders for our products from customers currently identified in our sales pipeline and to new customers as well. The primary activity that will drive all customers and revenues is the adoption of insurance coverage by commercial insurance carriers nationally which is a top priority of the Company. These activities, including our planned research and development efforts, will require significant uses of working capital through the rest of 2026 and beyond. Based on our current operating plans, we believe that our existing cash at the time of this filing will only be sufficient to meet our anticipated operating needs before the end of 2025. Management evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date the financial statements are issued. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds by way of a public or private offering of its debt or equity securities, there can be no assurance that it will be able to do so on reasonable terms, or at all. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering. Neither future cash generated from operating activities, nor management’s contingency plans to mitigate the risk and extend cash resources through the evaluation period, are considered probable. As a result, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern. As we continue to incur losses, our transition to profitability is dependent upon achieving a level of revenues adequate to support our cost structure. We may never achieve profitability, and unless and until doing so, we intend to fund future operations through additional dilutive or nondilutive financing. There can be no assurances, however, that additional funding will be available on terms acceptable to us, if at all. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires disclosure of (i) significant segment expenses, (ii) other segment items and (iii) the title and position of the Chief Operating Decision Maker (“CODM”) on an annual and interim basis. Additionally, ASU 2023-07 requires that a public entity that has a single reportable segment provide all the disclosures required by Topic 280. Public business entities are required to adopt the standard for fiscal years beginning after December 15, 2023 and interim periods withing fiscal year beginning after December 15, 2024. Disclosures are required for all prior periods presented in the financial statements. The Company adopted the disclosure provisions of ASU 2023-07 as of December 31, 2024 as operations are managed through one reportable segment. F- 18 Neuraxis, Inc. Notes to Financial Statements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires the enhancement of income tax disclosures to provide better insight into how an entity’s operations and related tax risks, planning and opportunities affect its tax rate and prospects for future cash flows. The enhanced disclosures require (i) specific categories in a tabular rate reconciliation including both amounts and percentages and (ii) additional information for reconciling items and income tax paid that meet a quantitative threshold. Public business entities are required to adopt the standard for annual periods beginning after December 15, 2024. The Company adopted the disclosure provisions of ASU 2023-09 as of December 31, 2025, on a prospective basis. The adoption of this guidance did not have a material impact on the Company’s financial statements. Recently Issued Accounting Pronouncements In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvement to the Accounting for Internal-Use Software , which replaces project stage milestones with required capitalization when management has authorized and committed to funding the software project and it is probably that the project will be completed and the software will be used to perform the function intended. Depreciation expense and accumulated depreciation for internal-use software are also required to be disclosed for all periods presented. All entities are required to adopt the standard for fiscal years beginning after December 15, 2027 and interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The adoption is not expected to have a material impact on the Company’s financial statements. In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326) , which allows registrants to elect a practical expedient when estimating expected credit losses on accounts receivable. Under the practical expedient, an entity may assume that the current conditions as of the balance sheet date persist for the remaining life of the asset, thereby removing the requirement to generate forward-looking forecasts. All entities are required to adopt the standard prospectively for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods. The adoption is not expected to have a material impact on the Company’s financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic (220-40): Disaggregation of Income Statement Expenses , which requires disclosures that disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes inventory purchases, employee compensation, depreciation and intangible amortization expense. Additional disclosures are also required to provide a qualitative description of the amounts in an expense caption that are not separately disaggregated quantitatively and the total amount of selling expenses including a definition. Public business entities are required to adopt the standard for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Disclosures are required for all prior periods presented in the financial statements. Although the standard requires enhanced disclosures, the adoption is not expected to have a material impact on the Company’s financial statements. F- 19 Neuraxis, Inc. Notes to Financial Statements 3. Related Party Transactions The Company has two demand notes receivable from shareholders related to the sale of common stock on January 1, 2016. Both notes’ initial balances were $ 506,400 , with interest calculated monthly based on applicable federal rates. No payments have been received on the notes. Since repayment is not assured, the Company has fully reserved for the entire balance of principal and interest. The current allowance is $ 1,241,559 as of December 31, 2025. The current loan balances are as follows: Schedule of Related Party Transactions Loan Interest Interest December 31, 2025 Receivable Receivable Income Shareholder 1 $ 506,400 $ 114,447 $ 20,096 Shareholder 2 506,400 114,312 20,096 Principal Balance 1,012,800 228,759 40,192 Allowance for Collection Risk ( 1,012,800 ) ( 228,759 ) ( 40,192 ) Net Balance $ — $ — $ — Loan Interest Interest December 31, 2024 Receivable Receivable Income Shareholder 1 $ 506,400 $ 94,351 $ 23,413 Shareholder 2 506,400 94,216 23,413 Principal Balance 1,012,800 188,567 46,826 Allowance for Collection Risk ( 1,012,800 ) ( 188,567 ) ( 46,826 ) Net Balance $ — $ — $ — The Company has loans payable to shareholders related to funding needs for operations. The current loan details for all related party loans are as follows: Schedule of Related Party Loans payable to shareholder Interest & Interest Loan Service Fee Interest December 31, 2025 Due Date Rate Balance Accrued Paid Other Convertibles Various 5.0 % — 66,648 — Total $ — $ 66,648 $ — Interest & Interest Loan Service Fee Interest December 31, 2024 Due Date Rate Balance Accrued Paid Other Convertibles Various 5.0 % — 66,648 — Total $ — $ 66,648 $ — The 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 31, 2025. 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. From time to time, a member of the Company’s Board of Directors purchases NeuroStim devices at cost to conduct research and development activities. 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. The Company’s former Chief Financial Officer through February 5, 2024 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. F- 20 Neuraxis, Inc. Notes to Financial Statements 4. Prepaids and Other Current Assets Prepaid and other current assets consisted of the following: Schedule of Prepaids and Other Current Assets December 31, 2025 December 31, 2024 Prepaid insurance $ 141,299 $ 186,028 Prepaid software subscriptions 103,390 39,834 Other 70,594 54,505 Total prepaids and other current assets $ 315,283 $ 280,367 5. Property and Equipment Property and equipment, net consists of the following: Schedule of Property And Equipment December 31, 2025 December 31, 2024 Machinery and equipment $ 300,181 $ 282,181 Furniture and fixtures 37,403 111,036 Computer hardware 44,881 50,121 Leasehold improvements - 21,064 Total property and equipment 382,465 464,402 Less: accumulated depreciation ( 306,901 ) ( 374,420 ) Property and equipment, net $ 75,564 $ 89,982 Depreciation expense was $ 37,691 and $ 26,346 for the years ended December 31, 2025 and 2024, respectively. The Company expects to record future depreciation expense totalling $ 32,136 , $ 21,708 , $ 10,123 , $ 3,380 , $ 2,028 and $ 6,189 for the years ending December 31, 2026, 2027, 2028, 2029, 2030 and thereafter, respectively. 6. Intangible Assets Intangible assets, net consists of the following: Schedule of Intangible Assets December 31, 2025 December 31, 2024 Cloud computing implementation costs $ 49,815 $ 49,815 Patents 232,464 32,463 Trademark 50,000 50,000 Licenses - 1,000 Total intangible assets 332,279 133,278 Less: accumulated amortization ( 57,501 ) ( 36,690 ) Intangible assets, net $ 274,778 $ 96,588 On July 1, 2025, the Company terminated the NSS-2 Bridge license with Masimo in exchange for $ 200,000 of consideration payable of which $ 100,000 was paid on December 31, 2025, and $ 100,000 is due June 30, 2026. The termination agreement allowed the Company to recapture the rights to the trademark (U.S. Registration No. 7,394,465) and two patent applications (Application No. 18/821,225 and Application No. 29/960,608) that were licensed to Masimo on April 9, 2020 for use in the reduction of the symptoms of opioid withdrawal. The intellectual property will be amortized over its remaining patent life of approximately nine years. The Company entered into an option agreement on April 12, 2023 to bring an optionor’s invention to commercialization via a royalty-bearing licensing agreement. The agreement required an initial payment of $ 1,000 and was fully amortized in the year ended December 31, 2024. Amortization expense was $ 21,810 and $ 11,485 for the years ended December 31, 2025 and 2024, respectively. The Company expects to record future amortization expense totalling $ 33,135 , $ 33,135 , $ 27,410 , $ 24,591 , $ 24,591 and $ 81,916 for the years ending December 31, 2026, 2027, 2028, 2029, 2030 and thereafter, respectively. The Company’s trademark does not have a determinate life and therefore the cost is not being amortized. 7. Other Non-Current Assets Other non-current assets consisted of the following Schedule of Other Non-Current Assets December 31, 2025 December 31, 2024 Deferred offering costs $ 23,864 $ — Prepaid software subscriptions 14,912 — Security deposit 20,163 20,163 Total other non-current assets $ 58,939 $ 20,163 F- 21 Neuraxis, Inc. Notes to Financial Statements 8. Accrued Expenses Accrued expenses consisted of the following: Schedule of Accrued Expenses December 31, 2025 December 31, 2024 Compensation and benefits $ 1,359,993 $ 1,261,317 Settled litigation 692,683 — NSS Bridge lease termination fee 100,000 — Legal fees 65,714 43,891 Interest 66,648 66,648 Advisory fees - 176,750 Other 108,191 29,174 Total accrued expenses $ 2,393,229 $ 1,577,780 9. Notes Payable Promissory Notes On August 9, 2025, the Company entered into a $ 170,000 promissory note to finance the premiums of a business insurance policy, bearing interest at an annual rate of 7.45 % and maturing on June 9, 2026 , to replace the $ 210,000 promissory note entered into on August 9, 2024, with an annual interest rate of 7.40 % that matured on June 9, 2025 in conjunction with the annual renewal period. On November 1, 2024, the Company entered into another promissory note with a principal balance of $ 64,328 to finance premiums of other business insurance policies, bearing interest at a rate of 7.65 % per annum that matured on September 1, 2025 . On May 26, 2025, the Company also entered into a promissory note with a principal balance of $ 122,253 to finance subscription fees on certain software arrangements maturing on March 1, 2027 . The Company’s outstanding principal on it promissory notes was $ 158,292 , of which $ 9,999 is included in other non-current liabilities, and $ 154,152 as of December 31, 2025 and 2024, respectively. 2024 Convertible Notes On November 8, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with a shareholder for the issuance 1,260,504 shares of Series B Convertible Preferred Stock, par value $ 0.001 per share (the “Series B Preferred Stock”), for an aggregate purchase price of $ 3,000,000 paid in 15 monthly installments of $ 200,000 each, commencing on the later of January 10, 2024 or a date after stockholder approval of an amendment to the Company’s Certificate of Incorporation to authorize the creation of the Series B Preferred Stock. The Series B Preferred Stock was convertible at any time into shares of common stock of the Company without any further consideration. Following the issuance of the Series B Preferred Stock, it would rank senior to the common stock with respect to payments upon the liquidation, dissolution and winding up of the Company. Due to a delay in the stockholder approval, the Company amended the SPA on February 12, 2024 to issue a promissory note, due and payable on the earlier of 15 months or 12 months if the Series B Preferred Stock has not been authorized, convertible into Series B Convertible Preferred Stock with identical funding amounts and terms (the “$ 3,000,000 Convertible Promissory Note”). The shareholder funded $ 800,000 of the $ 3,000,000 commitment in 2024. The Company then proceeded to enter into a series of incremental convertible promissory notes with other investors totaling $ 1,135,000 with terms identical to the $ 3,000,000 Convertible Promissory Note (collectively referred to as the “Original 2024 Convertible Promissory Notes”) for an aggregate principal amount of $ 1,935,000 . F- 22 Neuraxis, Inc. Notes to Financial Statements The 2024 Original Convertible Promissory Notes earned interest at 8.5 % per annum payable quarterly in either cash or common stock at the election of the Company. At any time following the date of shareholder approval to authorize the creation of Series B Preferred Stock prior to the maturity date, the investor may elect to convert all or part of the principal into the Company’s Series B Preferred Stock at a conversion price per share equal to $ 2.38 . Without limiting the forgoing, all principal amounts outstanding on the maturity date will automatically convert into the Company’s Series B Preferred Stock. The Series B Preferred Stock is entitled to cumulative dividends at 8.5 % per annum (whether or not declared) payable quarterly in either cash or common stock at the $ 2.38 conversion price at the election of the Company. Upon conversion to Series B Preferred Stock, the investor may elect, at its option at any time, to convert all or part of the Series B Preferred Stock plus accrued but unpaid dividends into an equivalent amount of common stock at the $ 2.38 conversion price. Subsequently, the Company entered into three convertible promissory notes with related institutional accredited investors with terms similar to the Original 2024 Convertible Promissory Notes (collectively referred to as the “Amended 2024 Convertible Promissory Notes”) for an additional principal amount of $ 3,000,000 . Certain provisions to the SPA and Certificate of Designation previously issued on February 12, 2024 changed, including (i) the number of shares of preferred stock to be designated as Series B Preferred Stock was increased to 4,000,000 shares, (ii) the stated value of the Series B Preferred Stock was changed to $ 2.38 per share, (iii) the right to receive dividends will expire automatically on June 30, 2025, (iv) the liquidation rights will automatically expire on June 30, 2025, and (v) the number of shares of the common stock that a holder of Series B preferred stock is entitled to receive shall not exceed the maximum percentage chosen by the holder, which is initially set at between 4.99 % and 19.99 % until shareholder approval is obtained, of the number of outstanding shares of the common stock at the time of the conversion of the Series B Preferred Stock shares. On November 11, 2024, the Company’s shareholders authorized an increase in the number of designated Series B preferred stock to 5,000,000 shares and extended the 8.5% per cumulative dividend period to December 31, 2026. The maturity date was on the earlier of (i) June 21, 2025, (ii) upon written demand occurring on or after March 21, 2025 in the event that the Series B Preferred Stock has not been duly authorized on or before such date, or (iii) immediately upon the occurrence of an event of default. Automatic conversion into shares of Series B preferred stock (at a conversion price of $ 2.38 per share) would occur following the date of shareholder approval. In the event the Company failed to obtain shareholder approval before August 15, 2024, rights existed to convert the outstanding amount into shares of the common stock, at a price per share of $ 2.38 . As of August 15, 2024, the Company received $ 4,935,000 of the principal amount of the Amended 2024 Convertible Notes with the remainder due in monthly installments through March of 2025 resulting in an effective interest rate of 12.5 %. On August 15, 2024, the Company’s shareholders authorized 5,000,000 shares of preferred stock of which 4,000,000 shares were designated as $ 0.001 par value Series B preferred stock. Pursuant to the terms of the Amended 2024 Convertible Promissory Notes, the outstanding principal balance of $ 4,935,000 was mandatorily converted into 2,073,524 Series B Preferred Shares at a conversion price of $ 2.38 . Upon the mandatory conversion, the unamortized debt discount of $ 165,577 was reclassified to Additional Paid-In-Capital in the Statements of Stockholders’ Equity (Deficit). Interest expense totalled $ 73,969 and $ 174,328 for the years ended December 31, 2025 and 2024, respectively. The Company’s accrued interest totaled $ 66,648 as of December 31, 2025 and 2024. F- 23 Neuraxis, Inc. Notes to Financial Statements 10. Leases Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the implicit interest rate is generally not readily determinable, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate reflects the estimated rate of interest that the Company would pay to borrow on a collateralized basis over a similar economic environment. Lease expense for the operating lease is recognized on a straight-line basis over the lease term. Leases may include renewal options, and the renewal option is included in the lease term if the Company concludes that it is reasonably certain that the option will be exercised. Certain leases may contain rent escalation clauses, either fixed or adjusted periodically for inflation of market rates, that are factored into the calculation of lease payments to the extent they are fixed and determinable at lease inception. The Company also has variable lease payments that do not depend on a rate or index, primarily for items such as common area maintenance and real estate taxes, which are recorded as expenses when incurred. The Company’s leases are comprised of operating leases for office space. At the inception of the lease, the Company determines whether the lease contract conveys the right to control the use of identified property for a period of time in exchange for consideration. Leases are classified as operating or finance leases at the commencement date of the lease. Operating leases are recorded as operating lease right-of-use assets, other current liabilities, and operating lease liabilities in the Balance Sheets. The Company did not have any finance leases at December 31, 2025 and 2024. The Company has two leases consisting of office space in Batesville and Carmel, Indiana. The lease in Batesville, Indiana commenced on August 1, 2025, and has an initial term of three years, with automatic one year renewals subject to an annual 4% rent escalation, unless 60 day notice of vacating is given. On May 19, 2025, the Company terminated its prior lease in Versailles, Indiana, with a monthly lease payment of $ 1,800 , effective July 31, 2025, without penalty due to relocation of the office space to Batesville, Indiana, with the same landlord. The current monthly lease payment is $ 2,000 with no escalations during the initial lease term. During the year ended December 31, 2025, the Company derecognized the right of use asset and operating lease liabilities of $ 29,014 and $ 29,286 , respectively, related to the terminated lease in Versailles, Indiana. Correspondingly, the Company recognized a right of use asset and operating lease liabilities of $ 63,170 and $ 37,970 , respectively, during the year ended December 31, 2025, related to the new lease in Batesville, Indiana. On June 13, 2025, the Company prepaid $ 25,200 towards the Batesville, Indiana monthly lease payments which will be amortized over the initial lease term. The lease in Carmel, Indiana commenced January 1, 2024, with an initial term of five years and five months. The monthly lease payment started at $ 6,721 with an annual increase of 2.5 %. The Company was only obligated to pay an amount equal to 50% of the monthly base rent for the first 10 months of the term . For the years ended December 31, 2025 and 2024, the Company recognized $ 99,899 and $ 96,177 of operating lease expense, including short-term lease expense and variable lease costs. F- 24 The following table presents information related to the Company’s operating leases: Schedule of Operating Leases December 31, 2025 December 31, 2024 Operating lease right-of-use assets $ 261,565 $ 284,656 Current portion of operating lease payable 65,752 62,754 Operating lease liabilities 202,566 256,499 Total $ 268,318 $ 319,253 Weighted-average remaining lease term (in years) 3.31 2.75 Weighted-average discount rate 15.0 % 15.0 % As of December 31, 2025, the maturities of the Company’s operating lease liabilities were as follows: Schedule of Maturities Operating Lease Liabilities 2026 $ 100,347 2027 102,456 2028 98,127 2029 38,025 Total lease payments 338,955 Less: imputed interest ( 70,637 ) Total present value of lease payments $ 268,318 11. Common Stock and Warrants The Company authorized 100,000,000 shares of common stock, of which 10,652,812 and 6,990,227 shares were issued and outstanding as of December 31, 2025 and 2024, respectively. On October 27, 2025, pursuant to the August 2025 At The Market Offering Agreement, the Company issued 623,184 shares of common stock to investors for gross proceeds of $ 2,728,424 with such shares registered pursuant to the Company’s effective Registration Statement on Form S-3 (File No. 333-283798), previously filed with the Securities and Exchange Commission (“SEC”) on December 13, 2024, and declared effective on February 11, 2025, and the related prospectus supplements filed with the SEC on August 29, 2025, and on October 23, 2025. On May 22, 2025, the Company issued 1,538,461 shares of common stock for gross proceeds totalling $ 4,999,999 pursuant to a securities purchase agreement with certain institutional investors at a purchase price of $ 3.25 per share of common stock. The common shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-283798) which was declared effective by the Securities and Exchange Commission on February 11, 2025, a base prospectus dated February 11, 2025 and a prospectus supplement dated May 20, 2025. The Company incurred placement agent fees and other offering expenses totaling $ 688,804 during the year ended December 31, 2025. No offering expenses were incurred during the year ended December 31, 2024. Additionally during the year ended December 31, 2025, the Company issued (i) 186,166 common shares upon the cashless exercise of 502,647 warrants, (ii) 484,032 common shares upon conversion of an equivalent amount of Series B Preferred Stock, (iii) 760,359 common shares upon the exercise of warrants, (iv) 13,518 common shares to settle a shareholder dispute, (v) 17,394 common shares upon the acceleration of restricted stock units and (vi) 39,471 common shares for board service. During the year ended December 31, 2024, the Company issued (i) 245,955 common shares to settle 2022 Convertible Note and Series A Preferred Stock holder disputes, (ii) 11,000 common shares upon the exercise of warrants, (iii) 115,145 common shares as payment to vendors for services, (iv) 59,055 common shares in lieu of interest on the 2024 Convertible Notes, (v) 25,832 shares pursuant to the severance provisions of an employment agreement and (vi) 24,343 common shares for board service. F- 25 Neuraxis, Inc. Notes to Financial Statements The following is a summary of warrant activity for common stock during the years ended December 31, 2025 and 2024: Schedule of Warrant Activity for Common Stock Number of Warrants for Common Stock Weighted-Avg. Exercise Price Weighted-Avg. Remaining Contractual Life Outstanding as of December 31, 2023 1,822,358 $ 4.69 3.05 Granted 861,424 2.38 3.49 Cancelled ( 30,252 ) 2.38 4.79 Exercised ( 11,000 ) 2.38 3.61 Outstanding as of December 31, 2024 2,642,530 2.41 2.93 Granted — — — Cancelled — — — Exercised ( 1,263,006 ) 1.82 2.12 Outstanding as of December 31, 2025 1,379,524 $ 2.44 2.26 During the year ended December 31, 2025, investors (i) converted 502,647 warrants into 186,166 common shares in a cashless exercise, (ii) exercised 73,337 warrants into an equivalent number of common shares at an exercise price of $2.08 in exchange for $152,541 in cash proceeds, (iii) exercised 397,243 warrants into an equivalent number of common shares at an exercise price of $2.38 in exchange for $945,438 in cash proceeds and (iii) exercised 289,779 warrants into an equivalent number of common shares at an exercise price of $0.0001 in exchange for $29 in cash proceeds . During the year ended December 31, 2024, the Company issued (i) 38,697 5 five-year warrants to purchase common stock equal to six percent (6%) of the aggregate number of Original 2024 Convertible Promissory Note common stock equivalents pursuant to an underwriting agreement at an exercise price of $ 2.38 per share, (ii) 68,067 5 five-year warrants to purchase common stock pursuant to an advisory agreement at an exercise price of $ 2.38 per share. The Common Stock Purchase Warrant Agreements attached to the 2023 Convertible Promissory Notes contained anti-dilution provisions on both the exercise price and the number of warrants. These anti-dilution features were triggered when the Company issued the Original 2024 Convertible Promissory Notes that contained a conversion price of $ 2.38 per share as compared to the $ 5.25 per share exercise price in the 2023 Convertible Promissory Note Common Stock Purchase Warrant Agreements. As a result, the Company issued 754,660 additional warrants in 2024 to the holders of the 2023 Convertible Promissory Note Common Stock Purchase Warrant Agreements. Additionally, investors converted 11,000 warrants into an equivalent number of common shares at an exercise price of $2.38 in exchange for $26,180 in cash proceeds . The Company also canceled 30,252 warrants for no consideration in conjunction with an amendment to an advisory agreement. F- 26 Neuraxis, Inc. Notes to Financial Statements The following table summarizes the Company’s warrants outstanding and exercisable as of December 31, 2025: Schedule of Warrants outstanding and Exercisable Number of Warrants Exercise Expiration Outstanding Price Date Investor Warrant 12,852 $ 8.76 September 18, 2028 2022 Convertible Notes 227,098 $ 2.38 Various in 2027 2023 Convertible Notes 971,916 $ 2.38 Various in 2028 Underwriter Warrants 91,146 $ 2.38 August 8, 2028 Advisory Agreement Warrants 76,512 $ 2.38 Various in 2029 1,379,524 12. Preferred Stock On August 15, 2024, the Company’s shareholders (i) authorized 5,000,000 shares of preferred stock of which 4,000,000 shares were designated as $ 0.001 par value Series B Preferred Stock inclusive of cumulative dividends, (ii) retired 1,000,000 shares of Series A Preferred Stock and (iii) retired 120,000 shares of Series Seed Preferred Stock. Series B Preferred Stock shareholders vote with Common Stock shareholders on an as-converted basis and not as a separate class. Cumulative dividends accrue at 8.5 % per annum and were due and payable in either cash for common shares at the Company’s discretion on a quarterly basis through June 30, 2025. Series B Preferred Stock converts to common stock on a 1:1 basis, subject to adjustments for stock dividends, splits, combinations and similar events as well as unpaid dividends thereon, solely at the election of the holder at any time. Pursuant to the terms of the Amended 2024 Convertible Notes, the principal balance of $ 4,935,000 on August 15, 2024 was mandatorily converted into 2,073,524 Series B Preferred Shares at a conversion price of $ 2.38 . Subsequently, the Company then proceeded to issue 64,913 shares of Series B Preferred Stock to various investors for $ 154,500 . On November 11, 2024, the Company’s shareholders authorized (i) an increase in the number of designated Series B Preferred Stock to 5,000,000 shares and (ii) an extension of the 8.5 % per annum cumulative dividend period to December 31, 2026. Subsequently, the Company issued 2,100,840 shares of Series B Preferred Stock to a dedicated life sciences fund for $ 5,000,000 and 41,662 shares of Series B Preferred Stock to various investors for $ 99,164 . During the year ended December 31, 2025, the Company issued 484,032 shares of common stock to certain investors upon conversion of an equivalent amount of Series B Preferred Stock. F- 27 Neuraxis, Inc. Notes to Financial Statements Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the Series B Preferred Stock shareholders maintain priority preference over all other classes of capital stock. A merger or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) and a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company will be treated as a liquidation event, thereby triggering payment of the liquidation preferences. There were 3,796,907 and 4,280,939 shares of Series B Preferred Stock issued and outstanding as of December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, there were no preferred stock dividends declared or paid. Series B Preferred Stock undeclared cumulative dividends totaled $ 1,025,865 , or $ 0.27 per share, and $ 211,268 , or $ 0.05 per share, as of December 31, 2025 and 2024, respectively. 13. Stock-Based Compensation Restricted Stock Units Pursuant to the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan, the Company initiated grants of restricted stock units (“RSUs”) on January 3, 2025, March 4, 2025 and May 15, 2025, to certain employees as follows: Schedule of Restricted Stock Units Number of RSUs Weighted Average Fair Value Outstanding as of December 31, 2024 — $ — Granted 852,214 2.32 Vested ( 20,868 ) 2.31 Outstanding as of December 31, 2025 831,346 $ 2.32 Vested as of December 31, 2025 20,868 $ 2.31 The RSUs are subject to a three-year cliff-vesting period and are payable in shares of the Company’s common stock. The RSUs fully vest upon (i) death or disability or (ii) change of control. Dividend equivalents accrue on RSUs and are paid upon vesting; there were no accrued dividends on unvested RSUs as of December 31, 2025. On August 19, 2025, 17,534 RSUs were accelerated and issued as 14,060 shares of common stock, net of taxes. On October 29, 2025, 3,334 RSU vested into an equivalent number of common shares. No RSUs were granted during the year ended December 31, 2024. Total stock-based compensation expense is classified in the Company’s Statements of Operations as general and administrative expense and amounted to $ 596,852 , of which $ 5,678 relates to the Employee Stock Purchase Plan, and $ 227,000 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, total unrecognized stock-compensation expense relating to unvested stock units granted under the Company’s share-based compensation plans amounted to $ 1,130,970 . F- 28 Neuraxis, Inc. Notes to Financial Statements Stock Options The following table presents a summary of the Company’s outstanding stock options as of December 31, 2025 and 2024: Schedule of Stock Option Activity Number of Options Weighted Avg. Remaining Contractual Life (in years) Weighted Avg. Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2024 1,319,394 4.69 $ 6.94 $ — Outstanding as of December 31, 2025 1,319,394 3.69 $ 6.94 $ — Vested and Exercisable as of December 31, 2025 1,319,394 3.69 $ 6.94 $ — There was no stock-based compensation expense related to stock options recorded during the years ended December 31, 2025 and 2024. Employee Stock Purchase Plan On July 1, 2025, the Compensation Committee of the Board of Directors (“Board”) of the Company adopted the NeurAxis, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”), effective as of the same date and subject to Shareholder approval by July 1, 2026. The purpose of the ESPP is to provide eligible employees an opportunity to acquire common stock of the Company at a 15% discount using payroll deductions. The maximum number of shares of the Company’s common stock that may be issued under the ESPP is 100,000, subject to an annual increase on January 1st of each year from 2026 through 2035 by the lesser of (i) 1% of the Company’s outstanding capital stock as of the prior December 31st or (ii) 100,000 shares. The Board may reduce or eliminate this annual increase before February 1st of any given year. Total stock-based compensation expense includes $ 5,678 relating to the Employee Stock Purchase Plan for the year ended December 31, 2025. 14. Warrant Liabilities The Company has evaluated financial instruments arising from warrants that are issued and outstanding as of December 31, 2025 and 2024. The Company utilizes a Black-Scholes option-pricing model to compute the fair value of the liability and to mark to market the fair value of the warrant at each balance sheet date. The inputs utilized in the application of the Black-Scholes option-pricing model included (i) an exercise price of $ 8.76 per share, (ii) an expected remaining term of each warrant based on the remaining contractual maturity of the each warrant, (iii) estimated volatility ranging from 65.3 % to 94.7 % based on historical stock prices of comparable companies with a look back period commensurate with the period to maturity, (iv) a risk-free interest rate ranging from 3.56 % to 4.38 % based on the interest rates of U.S. Treasury Notes consistent with the expected remaining contract term and (v) a 0 % expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future. The following are the changes in the warrant liabilities during the years ended December 31, 2025 and 2024: Schedule of Changes in Warrant Liabilities Level 1 Level 2 Level 3 Warrant liabilities as of December 31, 2023 $ — $ — $ 8,225 Changes in fair value of warrant liabilities — — 941 Warrant liabilities as of December 31, 2024 — — 9,166 Changes in fair value of warrant liabilities — — 7,634 Warrant liabilities as of December 31, 2025 $ — $ — $ 16,800 F- 29 Neuraxis, Inc. Notes to Financial Statements 15. Segment Information The Company evaluates the following factors to identify its reportable segments: (i) nature of products and services, (ii) type of customer for the products and services, (iii) sales, production and distribution methods of the products and services and (iv) the nature of the regulatory environment, if applicable. Based on an evaluation of these factors, management concluded that the Company’s operations are managed through one reportable segment, IB-Stim, that derives its revenues in the United States from a PENFS device that is used to treat patients 8-21 years of age with functional abdominal pain associated with irritable bowel syndrome and in patients 8 years and older with functional abdominal pain associated with functional dyspepsia and related nausea symptoms. The accounting policies of the IB-Stim segment are the same as those described in the Summary of Significant Accounting Policies (see Footnote 2). The Chief Operating Decision Maker (“CODM”) regularly evaluates the performance of the IB-Stim segment for the purpose of allocating resources based on net sales and operating loss, both of which are reported in the Statements of Operations. The CODM uses net sales to evaluate IB-Stim’s adoption and utilization by insurance carriers and physicians. As Neuraxis is an emerging growth company, operating loss is used to monitor the Company’s cost structure in order to achieve future segment profitability. Both net sales and operating loss are measured against an annual budget on a periodic basis to assess achievement toward annual compensation incentive targets. The Company’s CODM is its President and Chief Executive Officer. The following reconciles the reportable segment net sales and operating loss to the Company’s reported net loss: Schedule of Reconciles the Company’s Net Sales and Operating Loss 2025 2024 For the Years Ended December 31, 2025 2024 Net Sales $ 3,569,282 $ 2,685,925 Cost of Goods Sold 562,916 362,002 Gross Profit 3,006,366 2,323,923 Selling Expenses (a) 2,279,974 1,468,884 Research and Development (a) 493,611 433,614 Wages and Benefits (a) 4,550,833 4,380,434 Professional Services (a) 1,296,368 1,945,331 Legal Settlement 630,568 -- Depreciation 37,691 26,346 Amortization 21,810 11,485 Other Operating Expenses (a) (b) 1,525,419 1,214,646 Segment Operating Loss ( 7,829,908 ) ( 7,156,817 ) Other Income (Expense): Financing charges ( 30,240 ) ( 230,824 ) Interest expense ( 73,969 ) ( 174,328 ) Change in fair value of warrant liability ( 7,634 ) ( 941 ) Change in fair value of derivative liability — — Amortization of debt discount and issuance cost — ( 126,387 ) Extinguishment of debt liabilities — — Other income 141,196 33,620 Other expense — ( 585,824 ) Total other income (expense), net 29,353 ( 1,084,684 ) Net Loss $ ( 7,800,555 ) $ ( 8,241,501 ) (a) The significant expense categories and amounts align with the segment-level information provided on a regular basis to the CODM. (b) Other operating expenses include advertising, rent and utilities, insurance, depreciation and amortization, travel, software subscription fees, board fees and bad debt expense. Total segment assets for IB-Stim amounted to $ 6,404,036 and $ 4,757,572 as of December 31, 2025 and 2024, respectively. Total segment capital expenditures for IB-Stim amounted to $ 131,150 and $ 27,776 for the years ended December 31, 2025 and 2024, respectively. Total segment depreciation and amortization amounted to $ 59,501 and $ 37,831 for the years ended December 31, 2025 and 2024, respectively. Significant segment non-cash charges settled in common stock include (i) consulting and advisory fees totaling $ 146,423 and $ 754,685 for the years ended December 31, 2025 and 2024, respectively, and (ii) hiring grants totaling $ 7,268 and $ 227,000 for the years ended December 31, 2025 and 2024, respectively. F- 30 Neuraxis, Inc. Notes to Financial Statements 16. Settled Litigation On February 6, 2019, plaintiff Ritu Bhambhani, M.D., initiated a lawsuit against Innovative Health Solutions, Inc. and others in the United States District Court for the District of Maryland. Plaintiffs Bhambhani and Sudhir Rao subsequently amended the complaint, with the Third Amended Complaint (“Complaint”) containing the most recent set of allegations. The Complaint asserted claims under the RICO Act, as well as of fraudulent misrepresentation, intentional misrepresentation by concealment, and civil conspiracy and sought compensatory damages in excess of $ 5,000,000 , pre-judgment interest, punitive damages, attorney’s fees, court costs and designation of the case as a class action. The Complaint stated that the Company, distributors of the Company’s product, and medical billing and coding consultants allegedly made misrepresentations to the plaintiffs that the Company’s NeuroStim device and related procedures could be billed to, and reimbursed by, Medicare and other insurance payors as a surgically implantable neurostimulator. Plaintiffs claim to have suffered damages when Medicare administrative contractors declined to pay plaintiffs for their use of the device. On February 11, 2022, the Company filed a motion for summary judgment based upon the plaintiffs not being proper parties to assert claims against the Company. On June 14, 2022, the Court granted the Company’s motion for summary judgment and dismissed the Complaint. On July 14, 2022, plaintiffs Ritu Bhambhani and Sudhir Rao filed a notice of appeal with the Fourth Circuit Court of Appeals. On June 3, 2024, the Fourth Circuit denied the plaintiff’s appeal and entered judgment against the plaintiffs. On June 25, 2024, the Fourth Circuit entered its mandate declaring that its judgment against the plaintiffs took effect that day. The plaintiffs did not seek any further review or appeal of that judgment. Also on July 14, 2022, plaintiffs Ritu Bhambhani, LLC; Box Hill Surgery Center, LLC; Pain and Spine Specialists of Maryland, LLC; and SimCare ASC, LLC initiated a lawsuit against the Company and others in the United States District Court for the District of Maryland. The plaintiffs in this lawsuit are business entities owned or partially owned by the plaintiffs that initiated the litigation described above. The Complaint asserted claims under the RICO Act, as well as fraudulent misrepresentation, intentional misrepresentation by concealment, and civil conspiracy and seeks compensatory damages in excess of $ 75,000 , pre-judgment interest, punitive damages, attorney’s fees, and court costs. The Complaint states that the Company, distributors of the Company’s product, and medical billing and coding consultants allegedly made misrepresentations to the plaintiffs that the Company’s NeuroStim device and related procedures could be billed to, and reimbursed by, Medicare and other insurance payors as a surgically implantable neurostimulator. Plaintiffs claim to have suffered damages when Medicare administrative contractors declined to pay plaintiffs for their use of the device. On September 28, 2022, the Company filed a motion to dismiss all claims. On May 25, 2023, the Court issued an Order and a Memorandum Opinion which dismissed the plaintiffs’ claims related to the RICO Act. The remaining claims were still pending, and no trial date was set for the case. The Court vacated its Scheduling Order at the parties’ request so that the parties could try to resolve the disputes in both cases through an independent third-party mediator. On April 25, 2025, the parties reached a tentative $ 750,000 settlement payable in 12 equal monthly installments beginning in January of 2026 as filed with the United States District Court for the District of Maryland with the settlement agreement duly executed on May 15, 2025. The Company recorded a charge of $ 630,568 for the year ended December 31, 2025, in the Statements of Operations classified as general and administrative expense, while imputed interest expense was recorded as incurred and totaled $ 62,115 . As of December 31, 2025, the Company accrued $ 692,683 as accrued expenses in the Balance Sheet. F- 31 Neuraxis, Inc. Notes to Financial Statements 17 . Commitments and Contingencies Manufacturing Services Agreements The Company is party to two separate manufacturing services agreements for the manufacture and supply of the Company’s IB-Stim and RED devices based on the Company’s product specifications that expire in March and August, 2027, respectively, and automatically renew annually unless either party provides a written termination notice to the other party within 180 days prior to the end of the then-current term. The Company’s IB-Stim and RED devices are manufactured in Indiana and Michigan, respectively. The Company provides the necessary equipment to the manufacturers and retains ownership. The manufacturers bear the risk of loss of and damage to the equipment and consigned materials. Performance under the agreement is initiated by orders issued by the Company and accepted by the manufacturers. The Company also entered into quality agreements with the manufacturers to perform quality assurance services on product provided by the Company. Advisory Agreement On March 18, 2024, the Company terminated its private placement services agreement and entered into an advisory agreement with a financial advisor for debt, equity and public securities market services for one year. The advisory agreement included a monthly fee of $ 30,000 and 7,563 common stock warrants to be issued monthly at an exercise price of $ 2.38 with a term of five years. On December 31, 2024, the Company and the financial advisor terminated the advisory agreement subject to the cancelation of 30,252 common stock warrants issued after July 2024 and the payment for services rendered totaling $ 180,000 during the year ended December 31, 2025. Settlement Agreements The Company issued 13,518 and 245,955 shares of common stock to various pre-IPO 2022 Convertible Note, warrant and Series A Preferred Stock holders to settle certain claims for the years ended December 31, 2025 and 2024, respectively. The Company recorded the fair value of the settlements totaling $ 30,240 as Finance Charges for the year ended December 31, 2025 and $ 230,824 of Finance Charges and $ 580,250 of Other Expense for the year ended December 31, 2024 in the Statements of Operations. Executive Employment Agreements The Company, as authorized by the board of directors, entered into employment agreements with nine key employees to provide incentives to improve shareholder value and to contribute to the growth and financial success of the Company. The agreements had an employment start date of October 1, 2022, with initial terms from two 2 to five years and optional one-year renewals . There are nine key employees and two non-employees that have stock options of the Company totaling 1,319,394 shares. These key employees have a provision in their agreements whereas the Company will pay a special bonus equal to the aggregate of the strike price or exercise price of all their stock options plus a tax gross-up payment. The special bonus shall be paid in twenty percent ( 20 %) installments starting January 2, 2024, and the same date each of the next four years. As a condition of the payment, the key employee must exercise at least 20 % of their stated number of stock options. There are additional provisions to cover termination and change of control events. None of the key employees exercised any of options as of January 2, 2026. In April 2023, the Company amended the employee agreements to, among other things, clarify that the special one-time incentive payment and the deferred bonus are contingent upon the effective date of the planned initial public offering. The amendment also sets forth a process for executives to exercise the stock options in accordance with the terms of the stock option agreement in effect as of the date of the employment agreement and to clarify that there is no modification to the stock option agreements. F- 32 Neuraxis, Inc. Notes to Financial Statements The Company recorded the fair value of the stock options totaling $ 8,596,661 on the grant date. In addition, a $ 6,225,169 incremental tax gross up payment is contingent upon the employees exercising their deferred bonus provision which will be recorded when probable. On April 10, 2024, the Company terminated the employment of the Company’s Chief Operating Officer. Pursuant to the employment agreement, the Company made (i) salary continuation payments for six months during the year ended December 31, 2024, (ii) issued 25,832 shares of common stock at a fair value of $ 78,788 and (iii) made a $ 41,980 one-time payment in lieu of the exercise of 13,764 stock options that expired on January 2, 2024. The Company was also obligated to provide health care coverage through October 2025. Threatened Litigation From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of the date of issuance, other than those described below, there were no pending or threatened legal proceedings that could reasonably be expected to have a material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party to the Company or has a material interest adverse to the Company’s interest. Legal fees are expensed as incurred. In January 2024, Dr. Arturo Taca served notice to the Company that asserted an interest in its U.S. Patent No. 10,413,719 valued at $ 2,000,000 based on his own work in neurostimulation. The Company denied both the neurostimulation patent and compensation claims. The case remains unresolved. While it is too early to predict the ultimate outcome of these matters, we believe the Company has meritorious defenses and intends to defend these matters vigorously. 18. Employee Benefits The Company sponsors a 401(k)-retirement plan for its employees. Employees are eligible to participate in the elective deferral portion of the plan after twelve months and 1,000 hours of service. The Company can also make a 3 % discretionary profit-sharing contribution on an annual basis to employees with earnings under a certain threshold. Profit sharing expense totaled $ 19,634 and $ 20,868 for years ended December 31, 2025 and 2024, respectively. F- 33 Neuraxis, Inc. Notes to Financial Statements The Company participates in a self-funded employer program in conjunction with a group health plan for the benefit of eligible employees. This plan is a level funded plan, and the services and products include: ● A self-funded employer health benefit plan. ● Stop loss insurance purchased from a stop loss insurance company. ● Third party administrator to provide administrative services with regard to the plan. The Company maintains a stop loss contract that reimburses the Company for claims paid under the plan if they exceed a predetermined level. The Company makes contributions for health care costs and associated expenses that are expected during the plan year. The amount of contributions is determined annually based on the Company’s maximum liability for expected claims, administrative expenses, and premiums for the stop loss policy. The Company incurred premiums of $ 308,975 and $ 257,642 for the years ended December 31, 2025 and 2024, respectively. The Company is responsible for the monthly premiums, as established, and nothing further. The stop loss policy covers the claims if they exceed the claims funds. After a certain time, and if there is a surplus in the claims fund, the Company may be entitled to receive a 48.5 % refund from the fund. This amount is recognized by the Company when received. 19. Income Taxes The income tax provision consists of: Schedule of Income Tax Provision 2025 2024 For the Years Ended December 31, 2025 2024 Total current provision $ - $ - Deferred: Federal ( 1,541,974 ) ( 1,561,596 ) State ( 461,972 ) ( 634,364 ) Total deferred benefit ( 2,003,946 ) ( 2,195,960 ) Valuation allowance 2,003,946 2,195,960 Total income tax provision $ — $ — A reconciliation of the U.S. federal statutory income tax rate to the effective income tax rate is as follows: Schedule of Federal Statutory Income Tax Rate and Effective Income Tax Rate For the Years Ended December 31, 2025 2024 Amount Rate Amount Rate Federal statutory income tax rate $ 1,638,117 $ 21.0 % 1,730,715 21.0 % State rate, net of valuation allowance and federal benefit 215 — ( 14,883 ) ( 0.2 ) Change in federal valuation allowance ( 1,637,466 ) ( 21.0 ) ( 1,797,167 ) ( 21.8 ) Other ( 866 ) — 81,335 1.0 Effective income tax rate $ — — % $ — — % (a) State taxes in Indiana and California comprise the majority of this category. F- 34 Neuraxis, Inc. Notes to Financial Statements The Company did not recognize an income tax provision for the years ended December 31, 2025 and 2024 due to net operating losses reported in both years. The Company did not pay any federal income taxes for the years ended December 31, 2025 and 2024. The Company received income tax refunds from the state of Indiana totaling $ 13,140 and $ 10,164 for the years ended December 31, 2025 and 2024, respectively. On July 4, 2025, the United States enacted the One Big Beautiful Bill Act (“OBBBA”), Public Law No. 119-21, which includes significant changes to U.S. federal tax law. Key provisions of the OBBBA include, among other items, the extension of certain Tax Cuts and Jobs Act of 2017 (“TCJA”) provisions, permanent reinstatement of 100% bonus depreciation for qualifying property and modifications to various deductions and credits within the Internal Revenue Code. Under U.S. GAAP, the effects of changes in tax law are recognized in the period that includes the enactment date. Accordingly, the Company evaluated the provisions of the OBBBA during the year ended December 31, 2025. Based on the Company’s preliminary analysis, the enactment of the OBBBA did not result in a material change to the Company’s effective tax rate for the year ended December 31, 2025. The Company continues to evaluate the full impact of the OBBBA, including interpretive guidance that may be issued by the U.S. Department of the Treasury and the Internal Revenue Service. As additional guidance becomes available, the Company may refine its estimates related to the accounting for income taxes under ASC 740. Deferred income taxes are provided for temporary differences between the financial and tax bases of the Company’s assets and liabilities. The temporary differences that give rise to net deferred tax assets and liabilities were as follows: Schedule of Net Deferred Tax Assets and Liabilities 2025 2024 December 31, 2025 2024 Deferred tax assets: Net operating losses $ 11,004,401 $ 9,222,603 Stock based compensation 1,628,094 1,447,339 Accrued compensation 298,201 266,816 Notes receivable reserve 260,362 296,297 Operating lease payable 68,977 143,484 Accounts payable 23,784 84,105 Other 361,132 149,168 Total gross deferred tax assets 13,644,951 11,609,812 Valuation allowance ( 13,375,770 ) ( 11,371,824 ) Total deferred tax assets $ 269,181 $ 237,988 Deferred tax liabilities: Prepaid expenses $ 81,050 $ 74,991 Operating lease right of use asset 67,241 72,560 Accounts receivable 50,310 64,443 Other 70,580 25,994 Total deferred tax liabilities 269,181 237,988 Deferred tax assets, net $ — $ — F- 35 Neuraxis, Inc. Notes to Financial Statements Management assessed the realizability of its deferred tax assets and determined that it is more likely than not that the Company will not recognize the benefits of the net deferred tax assets due to a history of operating losses. As a result, the Company maintained a full valuation allowance and does not reflect any deferred taxes in its Balance Sheets as of December 31, 2025 and 2024. On December 31, 2025, the Company’s federal and state net operating loss (NOL) carryforwards totaled $ 43,160,139 and $ 41,230,553 respectively. These NOL carryforwards may be offset against future taxable income. There is no limitation on the number of years to utilize the federal NOLs. The federal deduction will be limited to 80% of modified taxable income. The state NOLs are allowed up to 100 % of taxable income and generally can be carried forward no longer than 20 years after the year of the taxable loss. Federal and state tax laws impose limitations on the utilization of NOLs and credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. Accordingly, the Company’s ability to utilize these carryforwards may be limited as a result of an ownership change. Such an ownership change could result in a limitation in the use of the NOLs in future years and possibly a reduction of the net operating losses available. If not used, the state NOL carryforwards will expire as follows: Schedule of State Carryforwards 2037 $ 72,216 2038 1,039,986 2039 2,033,750 2040 4,457,495 2041 2,406,225 Thereafter 31,102,107 No expiration 118,774 Total state NOL carryforwards $ 41,230,553 The Company believes it has made adequate provision for all income tax uncertainties. The assessment is subject to change based on the completion of audits or statute of limitation expirations. The federal and state income tax returns have a three-year statute of limitations once filed with the appropriate jurisdiction. The Company’s income tax returns are subject to examination by the federal and state taxing authorities in the United States for the years ended December 31, 2022 through 2025. F- 36 Neuraxis, Inc. Notes to Financial Statements 20. Subsequent Events On January 22, 2026, the Company granted 437,431 RSUs pursuant to the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan as amended on August 15, 2024. The RSUs vest annually pro rata over a three-year period and are payable in shares of the Company’s common stock. The RSUs fully vest upon (i) death or disability or (ii) change of control. Dividend equivalents accrue on RSUs and are paid upon vesting; there were no accrued dividends on unvested RSUs as of the report date. Also on January 22, 2026, the Company issued 86,392 shares of common stock to its independent board members for their 2025 and 2026 service. In January through March of 2026, pursuant to the August 2025 At The Market Offering Agreement with Craig-Hallum Capital Group LLC, the Company issued 405,969 shares of common stock to investors for gross proceeds of $ 2,312,443 with such shares registered pursuant to the Company’s effective Registration Statement on Form S-3 (File No. 333-283798), previously filed with the Securities and Exchange Commission (“SEC”) on December 13, 2024, and declared effective on February 11, 2025, and the related prospectus supplements filed with the SEC on August 29, 2025, and on October 23, 2025. In February of 2026, the Company issued 136,126 shares of common stock upon exercise of an equivalent amount of common stock warrants for gross proceeds of $ 323,980 . The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K and determined that there have been no other events that have occurred that would require adjustments to our disclosures in the financial statements. F- 37 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEURAXIS, INC. Dated: March 19, 2026 By: /s/ Brian Carrico Brian Carrico Chief Executive Officer Dated: March 19, 2026 By: /s/ Timothy R. Henrichs Timothy R. Henrichs Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Brian Carrico Chief Executive Officer and Director March 19, 2026 Brian Carrico (Principal Executive Officer) /s/ Timothy R. Henrichs Chief Financial Officer (Principal March 19, 2026 Timothy R. Henrichs Financial Officer and Principal Accounting Officer) /s/ Christopher Robin Brown Director March 19, 2026 Christopher Robin Brown /s/ Bradley Mitch Watkins Director March 19, 2026 Bradley Mitch Watkins /s/ Beth Keyser Director March 19, 2026 Beth Keyser /s/ Kristin Ferge Director March 19, 2026 Kristin Ferge /s/ Gilad Aharon Director March 19, 2026 Gilad Aharon 94