Form 8-K

8-K — Neuraxis, INC

Accession: 0001493152-26-018580

Filed: 2026-04-22

Period: 2026-04-21

CIK: 0001933567

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-5.1 (ex5-1.htm)

GRAPHIC (ex5-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001933567

2026-04-21

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): April 21, 2026

Neuraxis,

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-41775

45-5079684

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

11611

N. Meridian St, Suite 330 Carmel, IN 46032

(Address

of principal executive offices)

Registrant’s

telephone number, including area code: (812) 689-0791

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value

NRXS

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

8.01 Other Events.

previously disclosed, on August 29, 2025, the Company entered into an At The Market Offering Agreement (the “Agreement”)

with Craig-Hallum Capital Group LLC (the “Sales Agent”) under which the Company may offer and sell, from time to time at

its sole discretion, shares of its $0.001 par value common stock (the “Common Stock”), having an aggregate offering price

of up to $6,270,000, through the Sales Agent as its sales agent.

Pursuant

to the Agreement, sales of the Common Stock, if any, will be made under the Company’s effective Registration Statement on Form

S-3 (File No. 333-283798), previously filed with the Securities and Exchange Commission on December 13, 2024 and declared effective on

February 11, 2025, the prospectus supplement relating to this offering, filed on August 29, 2025 (the “August Prospectus Supplement”),

and the prospectus supplement relating to this offering, filed on October 23, 2025 (the “October Prospectus Supplement,”

and together with the August Prospectus Supplement, the “Prospectus Supplements”), by any method that is deemed to be an

“at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including privately negotiated

transactions.

From

August 29, 2025 through April 20, 2026, the Company sold 1,125,281 shares of Common Stock pursuant to the Agreement.

April 21, 2026, the Company filed a prospectus supplement to amend the Prospectus Supplements to increase the number of shares of Common

Stock that may be sold pursuant to the Agreement to $11,500,000.

The

legal opinion of Lucosky Brookman LLP relating to the legality of the issuance and sale of the shares of Common Stock pursuant to the

Agreement, is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

This

Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor

shall there be any sale of shares of Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item

9.01 Financial Statement and Exhibits

(d)

Exhibits.

Exhibit

No.

Description

5.1

Opinion of Lucosky Brookman LLP.

23.1

Consent of Lucosky Brookman LLP (included in Exhibit 5.1)

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:

April 22, 2026

NEURAXIS,

INC.

By:

/s/

Brian Carrico

Name:

Brian

Carrico

Title:

President

and Chief Executive Officer

EX-5.1

Filename: ex5-1.htm · Sequence: 2

Exhibit

5.1

LUCOSKY

BROOKMAN LLP

101

Wood Avenue South

5th

Floor

Woodbridge,

NJ 08830

- (732) 395-4400

F-

(732) 395-4401

111

Broadway

Suite

807

New

York, NY 10006

- (212) 417-8160

- (212) 417-8161

www.

lucbro.com

April

22, 2026

Neuraxis,

Inc.

11611

N. Meridian Street, Suite 330

Carmel,

RE:

Registration Statement on Form S-3 (File No. 333-283798)

Ladies

and Gentlemen:

have acted as counsel to Neuraxis, Inc., a Delaware corporation (the “Company”), in connection with the preparation

and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended

(the “Securities Act”), of: (i) the above-referenced effective registration statement (the “Registration

Statement”); (ii) the prospectus supplement dated August 29, 2025 (the “August Prospectus Supplement”);

(iii) the prospectus supplement dated October 23, 2025 (the “October Prospectus Supplement”), and (iv) the prospectus

supplement dated April 21, 2026 (the “April 2026 Prospectus Supplement”, and, together with the August Prospectus

Supplement and the October Prospectus Supplement, the “ATM Prospectus Supplement”) relating to the offering

and sale by the Company from time to time, through Craig-Hallum Capital Group LLC (the “Sales Agent”) as the sales

agent, of shares of common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price

of up to $11,500,000 (the “Shares”), to be issued pursuant to that certain At The Market Offering Agreement, dated

as of August 29, 2025 (the “ATM Agreement”) between the Company and the Sales Agent. The Shares are covered by the

Registration Statement and we understand that the Shares are to be offered and sold in the manner described in the ATM Prospectus Supplement.

This opinion is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation

S-K promulgated by the Commission.

For

purposes of this opinion, we have examined such documents and reviewed such questions of law as we have considered necessary and appropriate

for the purposes of our opinion set forth below. In rendering our opinion, we have assumed the authenticity of all documents submitted

to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies.

We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements

or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise)

to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all

requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid,

binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates

of officers of the Company and of public officials.

Based

upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold by the Company

and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the ATM Prospectus Supplement

and the ATM Agreement, will be validly issued, fully paid and non-assessable. The opinions expressed herein are limited to the laws of

the General Corporation Law of the State of Delaware and the laws of the State of New York, as currently in effect, and no opinion is

expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.

consent to the filing of this opinion with the SEC as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on April 22,

2026, which is incorporated by reference into the Registration Statement. We also consent to the reference to our firm under the caption

“Legal Matters” in the ATM Prospectus Supplement included in the Registration Statement and in each case in any amendment

or supplement thereto. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required

under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very

Truly Yours,

/s/

Lucosky Brookman LLP

Lucosky

Brookman LLP

GRAPHIC

Filename: ex5-1_001.jpg · Sequence: 3

Binary file (5286 bytes)

Download ex5-1_001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Apr. 21, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 21, 2026

Entity File Number

001-41775

Entity Registrant Name

Neuraxis,

Inc.

Entity Central Index Key

0001933567

Entity Tax Identification Number

45-5079684

Entity Incorporation, State or Country Code

Entity Address, Address Line One

11611

N. Meridian St

Entity Address, Address Line Two

Suite 330

Entity Address, City or Town

Carmel

Entity Address, State or Province

Entity Address, Postal Zip Code

46032

City Area Code

(812)

Local Phone Number

689-0791

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, $0.001 par value

Trading Symbol

NRXS

Security Exchange Name

NYSEAMER

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration