Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders

On August 15, 2024, Neuraxis, Inc. (the "Company") held an annual meeting of stockholders (the "Annual Meeting") at 11611 N. Meridian Street, Suite 330, Carmel, Indiana 46032.

As of the close of business on June 17, 2024, the record date for the Annual Meeting (the "Record Date"), 6,647,960 shares of the Company's common stock, par value $0.001 (the "Common Stock") were outstanding and entitled to vote. At the Annual Meeting, a total of 4,362,195 votes, comprised of shares of the Company's Common Stock, equivalent to approximately 65.61% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.

1. The five nominees for director were elected to serve a one-year term as follows:

Director		Votes For			% Votes For			Votes Withheld			% Votes Withheld
Brian Carrico			3,640,809				99.99	%			390				0.01	%
Dr. Christopher R Brown			3,113,246				85.50	%			527,953				14.50	%
Bradley Mitch Watkins			3,622,864				99.50	%			18,335				0.50	%
Beth Keyser			3,581,615				98.36	%			59,584				1.64	%
Kristen Ferge			3,640,809				99.99	%			390				0.01	%

2. The proposal to ratify the appointment of Rosenberg Rich Baker Berman, P.A. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved as follows:

Votes For		Votes Against		Broker Non-Votes		Votes Abstained
4,361,643		75		0		477

3. The proposal to amend the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan was approved as follows:

Votes For		Votes Against		Broker Non-Votes		Votes Abstained
2,770,781		865,918		720,996		4,500

A copy of the second amendment to the Company's 2022 Omnibus Securities and Incentive Plan is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

4. The proposal to amend the Company's Certificate of Incorporation to authorize "blank check" preferred stock was approved as follows:

Votes For		Votes Against		Broker Non-Votes		Votes Abstained
3,523,682		117,467		720,996		50

A copy of the amendment to the Company's Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

5. The proposal of the issuance of 20% or more of Company's outstanding Common Stock upon the conversion of Series B Convertible Preferred Stock or certain convertible promissory notes was approved as follows:

Votes For		Votes Against		Broker Non-Votes		Votes Abstained
3,627,421		13,778		720,996		0

A copy of the Company's Certificate of Designation of Series B Convertible Preferred is attached hereto as Exhibit 3.2 and is incorporated by reference herein.

6. The proposal, in a non-binding advisory vote, of the compensation of the Company's named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC was approved as follows:

Votes For		Votes Against		Broker Non-Votes		Votes Abstained
3,609,621		26,578		720,996		5,000

7. The proposal to select the frequency of holding the stockholder advisory vote on the Company's executive compensation once every three years was approved as follows:

Every Year		Once Every Two Years		Once Every Three Years		Votes Abstained
918,413		574,893		2,147,843		50

8. The proposal of the adjournment of the Annual Meeting was approved as follows:

Votes For		Votes Against		Broker Non-Votes		Votes Abstained
4,317,662		44,533		0		0

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