Neuraxis INC

APPROVAL OF ISSUANCE OF 20% OR MORE OF THE OUTSTANDING SHARES OF COMMON STOCK UPON CONVERSION OF SERIES B PREFERRED STOCK

The discussion of the issuance of our Common Stock upon the conversion of Convertible Notes (as defined below) as set forth in this proxy statement is qualified in its entirety by reference to the Convertible Notes filed with the SEC as an exhibit to the Company’s Current Reports on Forms 8-K on February 15, 2024, March 28, 2024, and May 28, 2024, respectively, and are hereby incorporated by reference into this proxy statement. We encourage you to read each of the Convertible Notes carefully and in its entirety, as it is the legal document that governs each of the Convertible Notes.

General

We are asking stockholders to approve the issuance of shares of our common stock upon the conversion of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”) into up to 3,838,235 shares of Common Stock in accordance with NYSE American Rule 713(a), as described in more detail below.