Neuraxis Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry Into a Material Definitive Agreement.
As previously disclosed, from February 2019 through July 2022, Ritu Bhambhani, M.D., Sudhir Rao, M.D., Ritu Bhambhani, LLC d/b/a Complete Care of Maryland; Box Hill Surgery Center, LLC, Pain and Spine Specialists of Maryland, LLC, SimCare ASC, LLC (together, the “Releasing Parties”) initiated lawsuits against the Company.
As previously disclosed, the Company and Releasing Parties reached a tentative settlement on April 25, 2025.
On May 15, 2025, the Company entered into a settlement agreement and mutual release (the “Settlement Agreement”) with the Releasing Parties, as well as Acclivity Medical LLC, Ryan Kuhlman, Dragonslayer Strategies LLC, and Joy Long (together with the Company, the “Released Parties”). Under the Settlement Agreement, the Company agreed to a total settlement amount of $750,000 (the “Settlement Amount”), payable in 12 equal monthly installments beginning in January of 2026. In exchange, the Releasing Parties agreed to waive, release, and forever discharge the Released Parties from any and all past and present claims, obligations, demands, actions, causes of action and liabilities. The Settlement Amount will not accrue interest or any other chargers.
The foregoing summary of the Settlement Agreement is qualified in its entirety by the terms thereof, which is filed as exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained above in Item 1.01 related to the Settlement Agreement is hereby incorporated by reference into this Item 2.03.
Item 8.01 Other Events
From May 20, 2025 through May 21, 2025, the Company received approximately $1 million in proceeds from warrant exercises and issued an aggregate of 430,580 shares of Common Stock pursuant to such exercises (the “Warrant Shares”).
On the same day, three holders of the Company’s Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), converted their Series B Preferred Stock and received an aggregate of 342,016 shares of Common Stock pursuant to such conversions (the “Series B Shares”).
All of the Warrant Shares and Series B Shares were issued without a restrictive legend pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-283798).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Exhibits | |
| 10.1 | Settlement Agreement and Mutual Release, dated May 15, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 21, 2025 | NEURAXIS, INC. | |
| By: | /s/ Brian Carrico | |
| Name: | Brian Carrico | |
| Title: | President and Chief Executive Officer | |