Form 4: Masimo Corp. Divests Entire Stake in Neuraxis, Inc. Through Significant Share Sales and Warrant Exercise

Masimo Corp., a 10% owner and director of Neuraxis, Inc., reported the complete divestment of its holdings in Neuraxis through the sale of over 821,000 common shares and the exercise and subsequent sale of pre-funded warrants.

Summary

• Masimo Corp., a 10% owner and director of Neuraxis, Inc. (NRXS), reported multiple transactions involving Neuraxis common stock and pre-funded warrants on July 1, 2025.
• Masimo sold 531,548 shares of Neuraxis Common Stock at $2.25 per share.
• Masimo exercised a pre-funded warrant, converting it into 289,779 shares of Neuraxis Common Stock at an exercise price of $0.0001 per share.
• Immediately following the warrant exercise, Masimo sold these 289,779 shares of Neuraxis Common Stock at $2.25 per share.
• After these reported transactions, Masimo Corp. beneficially owns 0 shares of Neuraxis, Inc. common stock.

Sentiment

Score: 4

Explanation: The filing reports a complete divestment of shares by a significant insider (10% owner and director), which is typically viewed negatively by the market, despite the filing being a factual report of transactions.

Positives

• Masimo Corp. successfully exercised pre-funded warrants at a nominal price of $0.0001 per share, allowing for the acquisition of shares at a highly favorable rate before their sale.

Negatives

• Masimo Corp., a significant insider (10% owner and director), completely divested its entire holding of 821,327 shares in Neuraxis, Inc., which could be interpreted as a lack of confidence in the company's future prospects.
• The sale of a substantial block of shares by a major insider may exert downward pressure on Neuraxis, Inc.'s stock price.

Risks

• Potential negative market perception and investor sentiment due to the complete divestment of shares by a 10% owner and director.
• Reduced alignment of interests between Masimo Corp. and Neuraxis, Inc. shareholders following the full divestment of common stock.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Sale of 531,548 shares of Neuraxis, Inc. common stock by Masimo Corp., which is identified as a 10% owner and director of Neuraxis, Inc.
• Exercise of a pre-funded warrant for 289,779 shares of Neuraxis, Inc. common stock by Masimo Corp., followed by the immediate sale of these shares, also by Masimo Corp. as a related party.

Stakeholder Impact

• Shareholders: The complete divestment of shares by a significant insider (10% owner and director) could be interpreted as a lack of confidence in Neuraxis, Inc.'s future prospects, potentially leading to negative market sentiment and downward pressure on the stock price.

Key Dates

Keywords

Form 4, insider transaction, beneficial ownership, stock sale, warrant exercise, Neuraxis Inc., Masimo Corp., NRXS, divestment