Neuraxis, INC 8-K

What Happened

• Neuraxis, Inc. (NRXS) filed an 8-K reporting the results of its annual meeting of stockholders (filed June 12, 2026). As of the record date (April 14, 2026) there were 11,505,421 shares of common stock outstanding (11,505,421 votes) and 3,796,907 shares of Series B preferred stock outstanding (2,378,059 votes). A total of 10,206,763 votes (≈73.51% of outstanding votes) were represented in person or by proxy, constituting a quorum.
• All six director nominees were elected to one-year terms. The company also ratified its independent auditor and obtained shareholder approval for amendments to its 2022 Omnibus Securities and Incentive Plan and its 2025 Employee Stock Purchase Plan (ESPP).

Key Details

• Director election vote highlights: Brian Carrico and Dr. Gilad Aharon each received 7,676,496–7,676,498 votes in favor (99.68%); other nominees were elected with between 96.64% and 99.18% support.
• Auditor ratification: Rosenberg Rich Baker Berman, P.A. ratified with 10,187,191 votes for, 2,757 against, and 16,815 abstentions.
• Incentive Plan amendment: Approved with 6,730,816 votes for, 727,030 against, 2,505,866 broker non-votes, and 243,051 abstentions; this was the third amendment (all amendments solely related to Section 5.1 of the plan).
• ESPP amendment: Approved with 7,572,343 votes for, 122,240 against, 2,505,866 broker non-votes, and 6,314 abstentions. The Board had changed Section 5(c) so no employee may receive purchase rights if, immediately after grant, the employee would own 10% or more of the company’s voting power or value (previously a 5% limit).

Why It Matters

• Board and auditor continuity: Re-election of all directors and ratification of the auditor maintain management and oversight continuity—important governance items for investors monitoring leadership stability.
• Equity plan approvals: Shareholder approval of the Incentive Plan amendment and the ESPP (including the ESPP’s raised ownership threshold from 5% to 10%) preserves the company’s ability to grant equity awards and employee purchase rights. These actions can affect future share issuance and employee compensation programs, which are relevant to dilution and long-term incentive alignment.
• Voter turnout: About 73.5% of voting power participated, indicating substantial shareholder engagement on these governance and equity matters.

Exhibits filed include the amended 2022 Omnibus Securities and Incentive Plan (Exhibit 10.1) and the amended 2025 ESPP (Exhibit 10.2).