{"url_path":"/sec/nrxs/8-k/2026-06-12/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1933567/0001493152-26-028489-index.html","accession_number":"0001493152-26-028489","cik":"0001933567","ticker":"NRXS","issuer_name":"Neuraxis, INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1933567/0001493152-26-028489-index.html","primary_entity_key":"0001933567","primary_entity_name":"Neuraxis, INC"},"word_count":626,"has_tables":true,"body_markdown":"**Item\n5.07 Submission of Matters to a Vote of Security Holders**\n\n \n\nOn\nJune 10, 2026, Neuraxis, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”)\nat 11611 N. Meridian Street, Suite 330, Carmel, Indiana 46032.\n\n \n\nAs\nof the close of business on April 14, 2026, the record date for the Annual Meeting (the “Record Date”), (i) 11,505,421\nshares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) were outstanding and entitled\nto 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\nB Preferred Stock”) were outstanding and entitled to 2,378,059 votes. At the Annual Meeting, a total of 10,206,763 votes, comprised\nof shares of the Company’s Common Stock and Series B Preferred Stock, equivalent to approximately 73.51% of the outstanding votes,\nwere represented in person or by proxy at the Annual Meeting, constituting a quorum. The matters that were voted upon at the Annual Meeting,\nand the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters,\nwhere applicable, are set forth below.\n\n \n\n1.\nThe six nominees for director were elected to serve a one-year term as follows:\n\n \n\nDirector \nVotes For  \n% Votes For  \nVotes Withheld  \n% Votes Withheld \n\nBrian Carrico \n 7,676,496  \n 99.68% \n 24,401  \n 0.32%\n\nDr. Christopher R Brown \n 7,637,755  \n 99.18% \n 63,142  \n 0.82%\n\nBradley Mitch Watkins \n 7,480,844  \n 97.14% \n 220,053  \n 2.86%\n\nBeth Keyser \n 7,480,517  \n 97.14% \n 220,380  \n 2.86%\n\nKristen Ferge \n 7,442,259  \n 96.64% \n 258,638  \n 3.36%\n\nDr. Gilad Aharon \n 7,676,498  \n 99.68% \n 24,399  \n 0.32%\n\n \n\n2.\nThe proposal to ratify the appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting\nfirm for the fiscal year ending December 31, 2026 was approved as follows:\n\n \n\n**Votes\nFor**\n** **\n**Votes\nAgainst**\n** **\n**Broker\nNon-Votes**\n** **\n**Votes\nAbstained**\n\n10,187,191\n \n2,757\n \n0\n \n16,815\n\n \n\n3.\nThe proposal regarding the amendment to Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan was approved as follows:\n\n \n\n**Votes\nFor**\n** **\n**Votes\nAgainst**\n** **\n**Broker\nNon-Votes**\n** **\n**Votes\nAbstained**\n\n6,730,816\n \n727,030\n \n2,505,866\n \n243,051\n\n** **\n\nPrior\nto the Annual Meeting, the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan (the “Incentive Plan”) had twice\nbeen previously amended. Each amendment solely related to Section 5.1 of the Incentive Plan. The third amendment to the Incentive Plan\napproved by the Company’s stockholders at the Annual Meeting also solely related to Section 5.1 of the Plan.\n\n \n\nThe\nIncentive Plan, as amended and currently in effect following the Annual Meeting, is attached hereto as Exhibit 10.1.\n\n** **\n\n4.\nThe proposal regarding the Neuraxis, Inc. 2025 Employee Stock Purchase Plan was approved as follows:\n\n \n\n**Votes\nFor**\n** **\n**Votes\nAgainst**\n** **\n**Broker\nNon-Votes**\n** **\n**Votes\nAbstained**\n\n7,572,343\n \n122,240\n \n2,505,866\n \n6,314\n\n** **\n\nThe\nNeuraxis, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”) was filed as an exhibit to a Current Report on Form\n8-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\nemployee may receive purchase rights pursuant to the ESPP if, immediately after grant, the employee would own 10% or more of the Company’s\nvoting power or value. The original Section 5(c) of the ESPP had a 5% limitation.\n\n \n\n \n\n \n\n \n\nThe\nESPP, as currently in effect following the Annual Meeting, is attached hereto as Exhibit 10.2.\n\n** **\n\n**Exhibit\nNo.**\n \n**Description**\n\n10.1\n \n[Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan, as amended](ex10-1.htm)\n\n \n \n \n\n10.2\n \n[Neuraxis, Inc. 2025 Employee Stock Purchase Plan, as amended](ex10-2.htm)\n\n \n \n \n\n104\n \nCover Page Interactive Data File (embedded within the Inline XBRL document).\n\n \n\n****\n\n \n\n \n\n**** \n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.\n\n \n\nDate:\nJune 12, 2026\n**NEURAXIS,\nINC.**\n\n \n \n\n \nBy:\n*/s/\nBrian Carrico*\n\n \nName:\nBrian\nCarrico\n\n \nTitle:\nPresident\nand Chief Executive Officer"}