Neuraxis INC
For the period ended Jun 30, 2024. Filed Aug 9, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 9, 2024
NRXS$6.24+2.1%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-20.
0001493152-24-020692
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSDEFAULTS UPON SENIOR SECURITIESCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-09.
0001493152-24-030875
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSDEFAULTS UPON SENIOR SECURITIESThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 10 previous paragraphs and 10 current paragraphs.
4 unchanged; 0 reworded; 6 added; 6 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
On May 21, 2024, the Company entered into three convertible promissory notes with related institutional accredited investors for an additional amount of $3,000,000. The 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 Common Stock at the conversion price of $2.38 per share. The maturity date of the Notes shall be on the earlier of (i) June 21, 2025, (ii) upon written demand of the investors occurring on or after March 21, 2025 in the event that the Series B Preferred Shares have not been duly authorized on or before such date, or (iii) immediately upon the occurrence of an event of default. 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 from 1,500,000 to 5,000,000, (ii) the stated value of the Series B Preferred Stock was changed from $1.00 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 (iv) 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. The maturity date shall be 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 shares have 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) will occur following the date of shareholder approval. In the event the Company fails to obtain shareholder approval before August 15, 2024, rights exist to convert the outstanding amount into shares of the common stock, at a price per share of $2.38.
Current report
On June 28, 2024 the Company issued 90,032 shares of common stock to pre-IPO Series A Preferred Shareholders to settle certain claims.
Current report
On June 28, 2024, the Company issued 33,454 shares of common stock to holders of the Amended 2024 Convertible Promissory Notes in lieu of cash payments for interest through June 30, 2024.
Current report
On June 28, 2024, the Company issued 24,343 shares of common stock to its Board of Directors for their services from the Company’s IPO on August 9, 2023 through March 31, 2024.
Current report
On June 28, 2024, the Company issued 25,832 shares of common stock to its previous Chief Operating Officer in accordance with a severance agreement executed on April 10, 2024.
Current report
On June 28, 2024, the Company issued 20,000 shares of common stock to it previous CFO for services provided during the IPO.
Removed paragraphs (6)
Previous report
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.
Previous report
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.
Previous report
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”).
Previous report
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.
Previous report
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.
Previous report
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.