Neuraxis, INC

Unregistered Sales of Equity Securities

The Company issued 360,902 and 481,312 restricted stock units (“RSUs”) on January 3, 2025 and March 4, 2025, respectively, to certain employees at fair values ranging from $2.18 to $2.43 per RSU. The RSUs are subject to a three-year cliff-vesting period and are payable in shares of the Company’s common stock. The RSUs fully vest upon (i) death or disability or (ii) change of control. Dividend equivalents accrue on RSUs and are paid upon vesting; there were no accrued dividends on unvested RSUs as of March 31, 2025.

On January 17, 2025, the Company issued 39,471 shares of common stock with a fair value of $112,493 to its Board of Directors for their service from April 1, 2024 through December 31, 2024.

On January 17, 2025, the Company issued 186,166 shares of common stock to an investor in exchange for 502,647 warrants in a cashless exercise transaction.

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.