Amendment: SEC Form SC 13G/A filed by Neuraxis Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Neuraxis, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
64134X201
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(continued on the following pages)
| CUSIP No. 64134X201 | 13G |
| 1 | NAMES OF REPORTING PERSONS
Brian P. Hannasch |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐
(b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
695,753 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
695,753 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
695,753 (1) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
N/A |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.2% (1)(2) |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN |
| (1) | Includes 12,852 shares of common stock of Neuraxis, Inc. (the “Issuer”) issuable upon the exercise of currently exercisable warrants held by Mr. Hannasch (the “Warrant Shares”). |
| (2) | Based on 6,841,621 outstanding shares of the Issuer’s common stock as of August 8, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended June 30, 2024, filed with the Securities and Exchange Commission on August 9, 2024, plus the Warrant Shares. |
Item 1.
| (a) | Name of Issuer |
Neuraxis, Inc. (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices |
11611 N. Meridian Street, Suite 330
Carmel, Indiana 46032
Item 2.
| (a) | Name of Person Filing |
Brian P. Hannasch
| (b) | Address of Principal Business Office or, if none, Residence |
8815 W. State Road 46
Columbus, Indiana 47201
| (c) | Citizenship |
United States
| (d) | Title of Class of Securities |
Common Stock, par value $0.001 per share (“Common Stock”)
| (e) | CUSIP Number |
64134X201
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act; | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act; | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act; | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act; | |
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned |
695,753 shares (1)
| (b) | Percent of Class |
10.2% (1)(2)
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
695,753 shares (1)
| (ii) | Shared power to vote or to direct the vote |
0 shares
| (iii) | Sole power to dispose or to direct the disposition of |
695,753 shares (1)
| (iv) | Shared power to dispose or to direct the disposition of |
0 shares
| (1) | Includes 12,852 shares of Common Stock issuable upon the exercise of currently exercisable warrants held by Mr. Hannasch (the “Warrant Shares”). |
| (2) | Based on 6,841,621 outstanding shares of the Common Stock as of August 8, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended June 30, 2024, filed with the Securities and Exchange Commission on August 9, 2024, plus the Warrant Shares. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Not Applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: | October 8, 2024 |
|
| By: | /s/ Brian P. Hannasch | |
| Brian P. Hannasch |