Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements Of Certain Officers

As previously reported, on November 9, 2024, Neuraxis, Inc. (the "Company") entered into securities purchase agreements (the "SPAs") with three related investors (the "Investors") for the issuance and purchase of a total of 2,100,840 shares of the Company's Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock") for an aggregate purchase price of approximately $5 million (the "Transaction"). Pursuant to the SPAs, the Company agreed to appoint Dr. Gil Aharon, the co-founder of Rosalind Advisors, Inc. (the advisor to one of the three Investors), as the designee of the Investors, to the Company's board of directors (the "Board"). Dr. Aharon was one of the three Investors. He purchased 105,042 shares of Series B Preferred Stock for a purchase price of approximately $250,000.

As a result of the closing of the Transaction and pursuant to the SPAs, on November 19, 2024, the Board appointed Dr. Aharon to the Board, effective January 1, 2025. Dr. Aharon has not yet been appointed to any of the Board's committees. Dr. Aharon's compensation for serving as a director has not yet been determined.

There are no family relationships between any of Dr. Aharon and any director or executive officer of the Company.

Other than the Transaction, as discussed above, Dr. Aharon has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.