8-KFiled Aug 18, 8:00 PM ET

Neuraxis, Inc. Converts Options to RSUs; Grants Executive and Director Equity

$NRXS · Neuraxis, INC

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Neuraxis, Inc. Converts Options to RSUs; Grants Executive and Director Equity

What Happened
Neuraxis, Inc. announced a company-wide stock option exchange and subsequent equity grants. On June 10, 2026 shareholders approved cancelling 1,319,394 outstanding stock options and issuing an equal number of restricted stock units (RSUs) under the 2022 Omnibus Plan; the exchange became effective July 24, 2026. As part of that exchange, executives received immediately vested RSUs: Brian Carrico (President & CEO) 199,188 RSUs; Adrian Miranda (Chief Medical Officer, SVP Science & Technology) 199,106 RSUs; and Thomas Carrico (Chief Regulatory, Compliance & Privacy Officer) 193,678 RSUs. On August 13, 2026 the Compensation Committee approved additional RSU grants: 193,329 to Brian Carrico; 141,479 to Timothy Henrichs (CFO); 133,341 to Adrian Miranda; and 135,906 to Thomas Carrico (these new RSUs vest in three equal annual installments). Also on August 13, the company granted a total of 127,120 shares of common stock to its independent directors as one‑time awards following an independent compensation review.

Key Details

  • 1,319,394 stock options cancelled and replaced one‑for‑one with RSUs (exchange effective July 24, 2026).
  • Immediately vested RSUs from the exchange: Brian Carrico 199,188; Adrian Miranda 199,106; Thomas Carrico 193,678.
  • New time‑vesting RSU grants (Aug 13, 2026): Brian Carrico 193,329; Timothy Henrichs 141,479; Adrian Miranda 133,341; Thomas Carrico 135,906 (vest in three equal annual installments).
  • Independent directors received a total of 127,120 common shares as one‑time awards after an independent compensation consultant review.

Why It Matters
These actions change the company’s equity compensation mix and increase outstanding RSUs and awarded shares. For investors, that can affect future dilution and the company’s reported stock‑based compensation expense when the awards vest or are recognized. The mix of immediately vested RSUs and multi‑year vesting awards also reflects how Neuraxis is compensating and retaining executives and “catching up” independent director pay to market levels as identified by an outside consultant.