DEF: Neuraxis, Inc. to Hold Annual Meeting of Stockholders on May 29, 2025

Neuraxis, Inc. announces its 2025 Annual Meeting of Stockholders to be held on May 29, 2025, to elect directors, ratify the appointment of the accounting firm, and approve the issuance of common stock upon conversion of preferred stock.

Summary

• Neuraxis, Inc. will hold its Annual Meeting of Stockholders on May 29, 2025, at 9:00 a.m. Eastern Time in Carmel, IN.
• The meeting's purposes include electing six directors, ratifying the appointment of Rosenberg Rich Baker Berman, P.A. as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and approving the issuance of common stock upon conversion of Series B Preferred Stock.
• Stockholders of record as of March 31, 2025, are entitled to vote.
• As of the record date, there were 7,215,864 shares of Common Stock and 4,280,939 shares of Series B Preferred Stock outstanding.
• Each share of Common Stock is entitled to one vote, while each share of Series B Preferred Stock is entitled to a number of votes equal to the number of common shares into which it can be converted, with a conversion price of $3.80 per share for voting purposes.
• The total number of votes outstanding is 9,558,364.
• The board recommends voting FOR the election of directors, FOR the ratification of the accounting firm, and FOR the approval of the issuance of common stock upon conversion of the Series B Preferred Stock.
• The board also recommends voting FOR the approval of the adjournment of the Annual Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes to approve the foregoing proposals.

Sentiment

Score: 5

Explanation: The document is primarily informational, with some positive aspects like board recommendations and multiple voting options, but tempered by concerns about potential dilution and past financial losses.

Positives

• The board is actively seeking stockholder input through the proxy voting process.
• The company is providing multiple avenues for stockholders to vote, including internet, telephone, and mail.
• The company has a formal policy for reviewing related party transactions.

Negatives

• The potential issuance of up to 2,031,804 shares of common stock upon conversion of the Series B Preferred Stock could dilute existing stockholders' ownership.
• The company had a net loss of $(8,241,501) in 2024 and $(14,626,683) in 2023.

Risks

• Failure to obtain stockholder approval for the issuance of common stock upon conversion of the Series B Preferred Stock could impact the company's ability to raise capital.
• Dilution of existing stockholders' ownership due to the potential conversion of Series B Preferred Stock.
• The company's net losses in 2023 and 2024 indicate financial challenges.

Future Outlook

The company is seeking stockholder approval to issue additional shares of common stock upon conversion of the Series B Preferred Stock, which could provide additional capital but also dilute existing stockholders' ownership.

Industry Context

Proxy statements are standard documents for publicly traded companies, providing transparency and enabling shareholders to participate in corporate governance decisions. The proposals outlined are typical for an annual meeting.

Comparison to Industry Standards

• Director compensation of approximately $100,000 annually is within the typical range for small-cap companies.
• Audit fees of around $200,000 are standard for companies of Neuraxis's size and complexity.
• The structure of executive compensation packages, including base salary, bonus, and stock options, is consistent with industry practices.

Management Changes

Corporate Governance

Related Party Transactions

• The Company has two demand notes receivable from its two founding shareholders, Christopher Robin Brown and Gary Peterson, related to the sale of common stock on January 1, 2016.
• The Company has loans payable to Christopher Robin Brown, one of our founders and a member of our board of directors, related to funding needs for operations with original principal amounts of $55,000 and $50,000 each bearing interest at 15% per annum.
• Mr. Watkins, Director, provided certain sales, marketing and commercialization consulting services to the Company prior to his appointment to the Board of Directors.
• John Seale, our former Chief Financial Officer, is also the managing partner of a thirdparty public accounting firm that provides contracted services to the Company.

Stakeholder Impact

• Existing stockholders face potential dilution from the issuance of common stock upon conversion of Series B Preferred Stock.
• Employees and executive officers are subject to employment agreements and compensation plans.
• The company's financial performance impacts its ability to invest in growth and innovation.

Next Steps

• Stockholders should review the proxy materials and vote on the proposals.
• The company will hold the Annual Meeting on May 29, 2025.
• The company will announce preliminary voting results at the Annual Meeting and disclose final results in a Form 8-K.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Series B Preferred Stock, Common Stock, Director Election, Rosenberg Rich Baker Berman, Independent Auditor, Corporate Governance