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

On June 28, 2024, the Board of Directors of NeurAxis, Inc. (the "Company") granted shares of common stock of the Company, par value $0.001per share (the "Common Stock") to the three non-employee directors of the Company: Kristin Ferge, Beth Keyser, and Bradley Mitch Watkins, (the "Grantees").

The shares are immediately fully vested and were granted as unrestricted stock awards pursuant to Article IX of the Company's 2022 Omnibus Securities and Incentive Plan, as amended (the "Plan"). These shares were the first securities issued pursuant to the Plan following the Company's August 2023 initial public offering.

The shares were issued as compensation for the services provided by each of the Grantees as a member of the Board through March 31, 2024 by dividing the amount owed to each Grantee by the closing price of the common stock on June 28^th of $2.78 per share.

The Company has agreed to issue to each non-employee of the Board, on a quarterly basis, shares of common stock with a value of $12,500, for total equity compensation of $50,000 per year.

The Grantees each entered into an unrestricted stock award agreement with the Company on July 1, 2024 (the "Unrestricted Stock Award Agreement"). The terms of the grant of shares are set forth in the form of Unrestricted Stock Award Agreement a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company plans on utilizing this form of Unrestricted Stock Award Agreement for all unrestricted stock awards issued pursuant to Article IX of the Plan.