Neuraxis INC

Unregistered Sales of Equity Securities

On January 1, 2024, the Company issued 75,000 shares of common stock to Brian Hannash in exchange for consulting services related to the Company’s transition to a public company.

On January 22, 2024, the Company received proceeds of $26,180 from Exchange Listing, LLC upon the exercise of 11,000 common stock warrants at an exercise price of $2.38.

On each of February 9, 2024, February 13, 2024, February 14, 2024, February 23, 2024, March 8, 2024, March 11, 2024, March 13, 2024 and March 14, 2024 the Company entered into securities purchase agreements (the “February and March 2024 SPAs”) with a total of nine accredited investors for the issuance and purchase of convertible promissory notes (the “February and March 2024 Notes”) for an aggregate purchase price of $1,135,000. The February and March 2024 Notes bear an interest rate of 8.5% per annum, which shall be payable quarterly by the Company in cash or in shares of the Company’s common stock at the conversion price as defined in the form of the Certificate of Designation of the Series B Convertible Preferred Stock (the “Series B Preferred Stock Certificate of Designation”).

On February 12, 2024, in connection with the February and March 2024 SPAs and a securities purchase agreement (the “November SPA”) with Flagstaff International, LLC (“Flagstaff International”), dated November 9, 2023, for the issuance and purchase of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), at a price per share of $2.38, for an aggregate purchase price is $3,000,000, the Company and Flagstaff International entered into a First Amendment to the November SPA (the “First Amendment”). The First Amendment provides for the issuance and purchase of a convertible promissory note with substantially the same terms as the February and March 2024 Notes. The Company agreed to obtain stockholders approval of an amendment to the Company’s Certificate of Incorporation to authorize the creation of the Series B Preferred Stock (the “Stockholder Approval”) and file the Series B Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware following the Stockholder Approval.

In February 2024, the Company and Flagstaff entered into a non-material second amendment to the SPA obligating the Company to file a resale registration statement for the Common Stock underlying the Series B Preferred Stock within fifteen (15) business days following the date of the Stockholder Approval.

On March 22, 2024, the Company and Flagstaff entered into the third amendment to the November SPA (the “Third Amendment”) to increase the investment amount from $3,000,000 to $5,00,000 and to modify the terms from the sale and issuance of the Series B Preferred Stock to the sale and issuance of a convertible promissory note. Pursuant to the Third Amendment, the November SPA was amended to provide that the Company shall sell to Flagstaff International a convertible promissory note (the “Flagstaff Note”) for an aggregate purchase price of $5,000,000, to be paid to the Company in fifteen (15) monthly installments of differing amounts. Upon obtaining the Stockholder Approval and the filing of the Series B Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware, the Flagstaff Note will be convertible into a total of 2,100,841 shares of Series B Preferred Stock in lieu of Flagstaff International funding amounts under the Flagstaff Note to the Company for a purchase amount equal to each monthly purchase amount set forth in the Third Amendment.

On April 4, 2024, the Company issued 53,063 shares of common stock to Leonite Fund I, LP to settle a 2023 convertible note dispute.

Unless otherwise stated above, the issuances of these securities were made in reliance upon exemptions provided by Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, or Securities Act Rule 701 for the offer and sale of securities not involving a public offering.