NeurAxis Inc.

06/12/2026 | Press release | Distributed by Public on 06/12/2026 14:51

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 10, 2026, Neuraxis, Inc. (the "Company") held an annual meeting of stockholders (the "Annual Meeting") at 11611 N. Meridian Street, Suite 330, Carmel, Indiana 46032.

As of the close of business on April 14, 2026, the record date for the Annual Meeting (the "Record Date"), (i) 11,505,421 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") were outstanding and entitled to 11,505,421 votes, and (ii) 3,796,907 shares of the Company's Series B Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock") were outstanding and entitled to 2,378,059 votes. At the Annual Meeting, a total of 10,206,763 votes, comprised of shares of the Company's Common Stock and Series B Preferred Stock, equivalent to approximately 73.51% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.

1. The six nominees for director were elected to serve a one-year term as follows:

Director Votes For % Votes For Votes Withheld % Votes Withheld
Brian Carrico 7,676,496 99.68 % 24,401 0.32 %
Dr. Christopher R Brown 7,637,755 99.18 % 63,142 0.82 %
Bradley Mitch Watkins 7,480,844 97.14 % 220,053 2.86 %
Beth Keyser 7,480,517 97.14 % 220,380 2.86 %
Kristen Ferge 7,442,259 96.64 % 258,638 3.36 %
Dr. Gilad Aharon 7,676,498 99.68 % 24,399 0.32 %

2. The proposal to ratify the appointment of Rosenberg Rich Baker Berman, P.A. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved as follows:

Votes For Votes Against Broker Non-Votes Votes Abstained
10,187,191 2,757 0 16,815

3. The proposal regarding the amendment to Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan was approved as follows:

Votes For Votes Against Broker Non-Votes Votes Abstained
6,730,816 727,030 2,505,866 243,051

Prior to the Annual Meeting, the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan (the "Incentive Plan") had twice been previously amended. Each amendment solely related to Section 5.1 of the Incentive Plan. The third amendment to the Incentive Plan approved by the Company's stockholders at the Annual Meeting also solely related to Section 5.1 of the Plan.

The Incentive Plan, as amended and currently in effect following the Annual Meeting, is attached hereto as Exhibit 10.1.

4. The proposal regarding the Neuraxis, Inc. 2025 Employee Stock Purchase Plan was approved as follows:

Votes For Votes Against Broker Non-Votes Votes Abstained
7,572,343 122,240 2,505,866 6,314

The Neuraxis, Inc. 2025 Employee Stock Purchase Plan (the "ESPP") was filed as an exhibit to a Current Report on Form 8-K filed by the Company on July 3, 2025. Prior to the Annual Meeting, the Board approved changing Section 5(c) of the ESPP so that no employee may receive purchase rights pursuant to the ESPP if, immediately after grant, the employee would own 10% or more of the Company's voting power or value. The original Section 5(c) of the ESPP had a 5% limitation.

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