Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

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"). To facilitate the Transaction, the Company has agreed to file an amendment to the Certificate of Designation of Series B Preferred Stock with the State of Delaware to increase the authorized shares designated as Series B Preferred Stock from 4,000,000 to 5,000,000, and to extend the right to receive dividends of the Series B Preferred Stock from June 30, 2025 to December 31, 2026.

The transaction closed on November 13, 2024.

As previously reported, the Series B Preferred Stock is convertible at any time into shares of the Company's common stock without any further consideration and ranks senior to the Common Stock with respect to payments upon the liquidation, dissolution and winding up of the Company. The stated value of the Series B Preferred Stock is $2.38 per share.

In connection with the SPAs and the issuance of the Series B Preferred Stock, the Company expects to enter into Registration Rights Agreements with the Investors (the "Registration Rights Agreements"). Pursuant to the Registration Rights Agreements, the Company must file a resale registration statement with the Securities and Exchange Commission (the "Commission") within 30 days of executing the definitive documents and cause such registration statement to be declared effective by the Commission within 60 days from the closing date of the Transaction, or in the case of full review by the Commission, 90 days from the closing date. In the event of any breach of the filing deadlines, on each such default event and on each monthly anniversary of the event, the company must pay the investor partial liquidated damages equal to 1% of the subscription amount in cash, up to a maximum of 6% of the aggregate subscription amount. If the company fails to pay these liquidated damages within 7 days, it will incur interest at a rate of 18% per annum. The Registration Rights Agreements also provide the Investors with certain piggyback registration rights.

The foregoing description of the SPAs and the Registration Rights Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Fourth Amendment, the SPAs, and the Registration Rights Agreements, a copy of which are filed with this current report on Form 8-K as Exhibits 10.1 and 10.2 hereto and are hereby incorporated herein by reference.