Form 8-K

8-K — Neuraxis, INC

Accession: 0001493152-26-028489

Filed: 2026-06-12

Period: 2026-06-10

CIK: 0001933567

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Submission of Matters to a Vote of Security Holders

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

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8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001933567

2026-06-10

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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): June 10, 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

5.07 Submission of Matters to a Vote of Security Holders

June 10, 2026, Neuraxis, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”)

at 11611 N. Meridian Street, Suite 330, Carmel, Indiana 46032.

of the close of business on April 14, 2026, the record date for the Annual Meeting (the “Record Date”), (i) 11,505,421

shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) were outstanding and entitled

to 11,505,421 votes, and (ii) 3,796,907 shares of the Company’s Series B Preferred Stock, par value $0.001 per share (the “Series

B Preferred Stock”) were outstanding and entitled to 2,378,059 votes. At the Annual Meeting, a total of 10,206,763 votes, comprised

of shares of the Company’s Common Stock and Series B Preferred Stock, equivalent to approximately 73.51% 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.

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

Director

Votes For

% Votes For

Votes Withheld

% Votes Withheld

Brian Carrico

7,676,496

99.68 %

24,401

0.32 %

Dr. Christopher R Brown

7,637,755

99.18 %

63,142

0.82 %

Bradley Mitch Watkins

7,480,844

97.14 %

220,053

2.86 %

Beth Keyser

7,480,517

97.14 %

220,380

2.86 %

Kristen Ferge

7,442,259

96.64 %

258,638

3.36 %

Dr. Gilad Aharon

7,676,498

99.68 %

24,399

0.32 %

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, 2026 was approved as follows:

Votes

For

Votes

Against

Broker

Non-Votes

Votes

Abstained

10,187,191

2,757

16,815

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

Votes

For

Votes

Against

Broker

Non-Votes

Votes

Abstained

6,730,816

727,030

2,505,866

243,051

Prior

to the Annual Meeting, the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan (the “Incentive Plan”) had twice

been previously amended. Each amendment solely related to Section 5.1 of the Incentive Plan. The third amendment to the Incentive Plan

approved by the Company’s stockholders at the Annual Meeting also solely related to Section 5.1 of the Plan.

The

Incentive Plan, as amended and currently in effect following the Annual Meeting, is attached hereto as Exhibit 10.1.

The proposal regarding the Neuraxis, Inc. 2025 Employee Stock Purchase Plan was approved as follows:

Votes

For

Votes

Against

Broker

Non-Votes

Votes

Abstained

7,572,343

122,240

2,505,866

6,314

The

Neuraxis, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”) was filed as an exhibit to a Current Report on Form

8-K filed by the Company on July 3, 2025. Prior to the Annual Meeting, the Board approved changing Section 5(c) of the ESPP so that no

employee may receive purchase rights pursuant to the ESPP if, immediately after grant, the employee would own 10% or more of the Company’s

voting power or value. The original Section 5(c) of the ESPP had a 5% limitation.

The

ESPP, as currently in effect following the Annual Meeting, is attached hereto as Exhibit 10.2.

Exhibit

No.

Description

10.1

Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan, as amended

10.2

Neuraxis, Inc. 2025 Employee Stock Purchase Plan, as amended

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:

June 12, 2026

NEURAXIS,

INC.

By:

/s/

Brian Carrico

Name:

Brian

Carrico

Title:

President

and Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Neuraxis,

Inc.

2022

Omnibus Securities and Incentive Plan (As Amended As of June 11, 2026)

Table

of Contents

Page

ARTICLE

PURPOSE

ARTICLE

DEFINITIONS

ARTICLE

III

EFFECTIVE

DATE OF PLAN

ARTICLE

ADMINISTRATION

Section

4.1

Administration

Section

4.2

Powers

Section

4.3

Additional

Powers

Section

4.4

Delegation

Section

4.5

Power

and Authority of the Board

ARTICLE

Stock

SUBJECT TO PLAN AND LIMITATIONS THEREON

Section

5.1

Stock

Grant and Award Limits

Section

5.2

Prior

Stock Plan

Section

5.3

Common

Stock Offered

ARTICLE

ELIGIBILITY

FOR AWARDS

ARTICLE

VII

OPTIONS

Section

7.1

Option

Period

Section

7.2

Limitations

on Exercise of Option

Section

7.3

Special

Limitations on Incentive Stock Options

Section

7.4

Option

Agreement

Section

7.5

Option

Price and Payment

Section

7.6

Stockholder

Rights and Privileges

Section

7.7

Options

and Rights in Substitution for Stock or Stock Options Granted by Other Corporations

Section

7.8

Prohibition

Against Repricing

ARTICLE

VIII

RESTRICTED

STOCK AWARDS

Section

8.1

Restriction

Period

Section

8.2

Other

Terms and Conditions

Section

8.3

Payment

for Restricted Stock

Section

8.4

Restricted

Stock Award Agreements

ARTICLE

UNRESTRICTED

STOCK AWARDS

ARTICLE

RESTRICTED

STOCK UNIT AWARDS

Section

10.1

Terms

and Conditions

Section

10.2

Payments

ARTICLE

PERFORMANCE

Stock UNIT AWARDS

Section

11.1

Terms

and Conditions

Section

11.2

Payments

-i-

ARTICLE

XII

DISTRIBUTION

EQUIVALENT RIGHTS

Section

12.1

Terms

and Conditions

Section

12.2

Interest

Equivalents

ARTICLE

XIII

STOCK

APPRECIATION RIGHTS

Section

13.1

Terms

and Conditions

Section

13.2

Tandem

Stock Appreciation Rights

ARTICLE

XIV

RECAPITALIZATION

OR REORGANIZATION

Section

14.1

Adjustments

to Common Stock

Section

14.2

Recapitalization

Section

14.3

Other

Events

Section

14.4

Powers

Not Affected

Section

14.5

Adjustment for Certain Awards

ARTICLE

AMENDMENT

AND TERMINATION OF PLAN

ARTICLE

XVI

MISCELLANEOUS

Section

16.1

Right to Award

Section

16.2

Rights Conferred

Section

16.3

Other

Laws; No Fractional Shares; Withholding

Section

16.4

Restriction on Corporate Action

Section

16.5

Restrictions

on Transfer

Section

16.6

Beneficiary

Designations

Section

16.7

Rule

16b-3

Section

16.8

Section

409A

Section

16.9

Indemnification

Section

16.10

Other

Plans

Section

16.11

Limits

of Liability

Section

16.12

Governing

Law

Section

16.13

Severability

of Provisions

Section

16.14

Funding

Section

16.15

Headings

Section

16.16

Terms

of Award Agreements

-ii-

Neuraxis,

Inc.

2022

Omnibus Securities and Incentive Plan (As Amended As of June 11, 2026)

ARTICLE

PURPOSE

The

purpose of this Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan (the “Plan”)

is to benefit the stockholders of Neuraxis, Inc., a Delaware corporation (the “Company”),

by assisting the Company to attract, retain and provide incentives to key management employees and non-employee directors of, and non-employee

consultants to, the Company and its Affiliates, and to align the interests of such employees, non-employee directors and non-employee

consultants with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of Distribution Equivalent

Rights, Incentive Stock Options, Non-Qualified Stock Options, Performance Stock Unit Awards, Restricted Stock Awards, Restricted Stock

Unit Awards, Stock Appreciation Rights, Tandem Stock Appreciation Rights, Unrestricted Stock Awards or any combination of the foregoing,

as may be best suited to the circumstances of the particular Employee, Director or Consultant as provided herein.

ARTICLE

DEFINITIONS

The

following definitions shall be applicable throughout the Plan unless the context otherwise requires:

“Affiliate”

shall mean any corporation which, with respect to the Company, is a “subsidiary corporation” within the meaning of Section

424(f) of the Code.

“Award”

shall mean, individually or collectively, any Distribution Equivalent Right, Option, Performance Stock Unit Award, Restricted Stock Award,

Restricted Stock Unit Award, Stock Appreciation Right or Unrestricted Stock Award.

“Award

Agreement” shall mean a written agreement between the Company and the Holder with respect to an Award, setting forth the terms

and conditions of the Award, and each of which shall constitute a part of the Plan.

“Board”

shall mean the Board of Directors of the Company.

“Cause”

shall mean:

With

respect to any Employee or Consultant, unless the applicable Award Agreement states otherwise:

(a)

If the Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement

provides for a definition of Cause, the definition contained therein; or

(b)

If no such agreement exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest to, a

felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach

with respect to the Company or an Affiliate; (ii) conduct that brings or is reasonably likely to bring the Company or an Affiliate negative

publicity or into public disgrace, embarrassment, or disrepute; (iii) gross negligence or willful misconduct with respect to the Company

or an Affiliate; (iv) material violation of state or federal securities laws; or (v) material violation of the Company’s written

policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities,

and ethical misconduct.

2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 1

With

respect to any Director, unless the applicable Award Agreement states otherwise, a determination by a majority of the disinterested Board

members that the Director has engaged in any of the following:

(a)

malfeasance in office;

(b)

gross misconduct or neglect;

(c)

false or fraudulent misrepresentation inducing the director’s appointment;

(d)

willful conversion of corporate funds; or

(e)

repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance.

The

Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Holder has been

discharged for Cause

“Change

of Control” shall mean the consummation of any one or more of the following conditions (and the “Change of Control”

shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied):

(a)

Any person (as such term is used in paragraphs 13(d) and 14(d)(2) of the Exchange Act, hereinafter in this definition, “Person”),

other than the Company or an Affiliate or an employee benefit plan of the Company or an Affiliate, becomes the beneficial owner (as defined

in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%)

of the combined voting power of the Company’s then outstanding securities;

(b)

The closing of a merger, consolidation or other business combination (a “Business Combination”) other than a Business

Combination in which holders of the Common Stock immediately prior to the Business Combination have substantially the same proportionate

ownership of the Company or surviving corporation immediately after the Business Combination as immediately before;

(c)

The closing of an agreement for the sale or disposition of all or substantially all of the Company’s assets to any entity that

is not an Affiliate;

(d)

The approval by the holders of shares of Common Stock of a Plan of complete liquidation of the Company other than a liquidation of the

Company into any subsidiary or a liquidation a result of which Persons who were stockholders of the Company immediately prior to such

liquidation have substantially the same proportionate ownership of shares of the surviving corporation immediately after such liquidation

as immediately before; or

(e)

Within any twenty-four (24)-month period, the Incumbent Directors shall cease to constitute at least a majority of the Board or the board

of directors of any successor to the Company; provided, however, that any director elected to the Board, or nominated for election, by

a majority of the Incumbent Directors then still in office, shall be deemed to be an Incumbent Director for purposes of this paragraph

(e), but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or

threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies

or consents by or on behalf of an individual, entity or “group” other than the Board (including, but not limited to, any

such assumption that results from paragraph (a), (b), (c) or (d) of this definition).

Notwithstanding

the foregoing, a “Change of Control” shall not be deemed to occur if the Company files for bankruptcy, liquidation or reorganization

under the United States Bankruptcy Code.

2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 2

“Code”

shall mean the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include

any amendments or successor provisions to any section and any regulation under such section.

“Committee”

shall mean the Compensation Committee of the Board or such other committee designated by the Board to administer the Plan.

“Common

Stock” shall mean the common stock, par value $0.001 per share, of the Company.

“Company”

shall mean Neuraxis, Inc., a Delaware corporation, and any successor thereto.

“Consultant”

shall mean any non-Employee advisor to the Company or an Affiliate who or which has contracted directly with the Company or an Affiliate

to render bona fide consulting or advisory services thereto.

“Continuous

Service” shall mean that the Holder’s service with the Company or an Affiliate,

whether as an Employee, Consultant or Director, is not interrupted or terminated. The Holder’s Continuous Service shall not be

deemed to have terminated merely because of a change in the capacity in which the Holder renders service to the Company or an Affiliate

as an Employee, Consultant or Director or a change in the entity for which the Holder renders such service, provided that there

is no interruption or termination of the Holder’s Continuous Service; provided further that if any Award is subject to Section

409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example, a change

in status from an Employee of the Company to a Director of an Affiliate will not constitute an interruption of Continuous Service. The

Committee or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case

of any leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of absence.

The Committee or its delegate, in its sole discretion, may determine whether a Company transaction, such as a sale or spin-off of a division

or subsidiary that employs a Holder, shall be deemed to result in a termination of Continuous Service for purposes of affected Awards,

and such decision shall be final, conclusive and binding.

“Director”

shall mean a member of the Board or a member of the board of directors of an Affiliate, in either case, who is not an Employee.

“Disability”

shall mean if Holder (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or

mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve

(12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death

or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period

of not less than three (3) months under an accident and health plan covering employees of the Company.

“Distribution

Equivalent Right” shall mean an Award granted under ARTICLE XII which entitles the Holder to receive bookkeeping credits, cash

payments and/or Common Stock distributions equal in amount to the distributions that would have been made to the Holder had the Holder

held a specified number of Common Stock during the period the Holder held the Distribution Equivalent Right.

“Distribution

Equivalent Right Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Distribution

Equivalent Right Award.

“Effective

Date” shall have the meaning ascribed to that term in ARTICLE III.

“Employee”

shall mean any employee, including officers, of the Company or an Affiliate.

“Exchange

Act” shall mean the Securities Exchange Act of 1934, as amended.

2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 3

“Fair

Market Value” shall mean, as determined consistent with the applicable requirements of Sections 409A and 422 of the Code, as

of any specified date, the closing sales price of the Common Stock for such date (or, in the event that the Common Stock are not traded

on such date, on the immediately preceding trading date) as reported in The Wall Street Journal or a comparable reporting service.

If the Common Stock are not listed on a national securities exchange, but are quoted on the OTC Markets OTC Link, the Fair Market Value

of the Common Stock shall be the mean of the bid and asked prices per share of Common Stock for such date. If the Common Stock are not

quoted or listed as set forth above, Fair Market Value shall be determined by the Committee in good faith by any fair and reasonable

means (which means, with respect to a particular Award grant, may be set forth with greater specificity in the applicable Award Agreement).

The Fair Market Value of property other than Common Stock shall be determined by the Committee in good faith by any fair and reasonable

means, and consistent with the applicable requirements of Sections 409A and 422 of the Code.

“Family

Member” shall mean any child, stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,

father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the

Holder’s household (other than a tenant or employee of the Holder), a trust in which such persons have more than fifty percent

(50%) of the beneficial interest, a foundation in which such persons (or the Holder) control the management of assets and any other entity

in which such persons (or the Holder) own more than fifty percent (50%) of the voting interests.

“Good

Reason” shall mean, unless the applicable Award Agreement states otherwise:

(a)

If an Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement provides

for a definition of Good Reason, the definition contained therein; or

(b)

If no such agreement exists or if such agreement does not define Good Reason, the occurrence of one or more of the following without

the Holder’s express written consent, which circumstances are not remedied by the Company within thirty (30) days of its receipt

of a written notice from the Holder describing the applicable circumstances (which notice must be provided by the Holder within ninety

(90) days of the initial existence of the applicable circumstances): (i) any material, adverse change in the Holder’s duties, responsibilities,

authority, title, status or reporting structure; (ii) a material reduction in the Holder’s base salary; or (iii) a geographical

relocation of the Holder’s principal office location by more than fifty (50) miles.

“Holder”

shall mean an Employee, Director or Consultant who has been granted an Award or any such individual’s beneficiary, estate or representative,

to the extent applicable.

“Incentive

Stock Option” shall mean an Option which is intended by the Committee to constitute an “incentive stock option”

under Section 422 of the Code.

“Incumbent

Director” shall mean, with respect to any period of time specified under the Plan for purposes of determining whether or not

a Change of Control has occurred, the individuals who were members of the Board at the beginning of such period.

“Non-Qualified

Stock Option” shall mean an Option which is not an Incentive Stock Option.

“Option”

shall mean an Award granted under ARTICLE VII of an option to purchase Common Stock and includes both Incentive Stock Options and Non-Qualified

Stock Options.

“Option

Agreement” shall mean a written agreement between the Company and a Holder with respect to an Option.

“Performance

Stock Unit” shall mean a Unit awarded to a Holder pursuant to a Performance Stock Unit Award.

2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 4

“Performance

Stock Unit Award” shall mean an Award granted under ARTICLE XI under which, upon the satisfaction of predetermined individual

and/or Company (and/or Affiliate) performance goals and/or objectives, a cash payment shall be made to the Holder, based on the number

of Units awarded to the Holder.

“Performance

Stock Unit Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance Stock

Unit Award.

“Plan”

shall mean this Neuraxis, Inc. 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE

11, 2026), as amended from time to time, together with each of the Award Agreements utilized hereunder.

“Restricted

Stock Award” shall mean an Award granted under ARTICLE VIII of Common Stock, the transferability of which by the Holder shall

be subject to Restrictions.

“Restricted

Stock Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock Award.

“Restricted

Stock Unit” shall have the meaning ascribed to that term in Section 10.2.

“Restricted

Stock Unit Award” shall mean an Award granted under ARTICLE X under which, upon the satisfaction of predetermined individual

service-related vesting requirements, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder.

“Restricted

Stock Unit Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock

Unit Award.

“Restriction

Period” shall mean the period of time for which Common Stock subject to a Restricted Stock Award shall be subject to Restrictions,

as set forth in the applicable Restricted Stock Award Agreement.

“Restrictions”

shall mean forfeiture, transfer and/or other restrictions applicable to Common Stock awarded to an Employee, Director or Consultant under

the Plan pursuant to a Restricted Stock Award and set forth in a Restricted Stock Award Agreement.

“Rule

16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act, as such may be amended

from time to time, and any successor rule, regulation or statute fulfilling the same or a substantially similar function.

“Stock

Appreciation Right” shall mean an Award granted under ARTICLE XIII of a right, granted alone or in connection with a related

Option, to receive a payment on the date of exercise.

“Stock

Appreciation Right Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Stock

Appreciation Right.

“Tandem

Stock Appreciation Right” shall mean a Stock Appreciation Right granted in connection with a related Option, the exercise of

which shall result in termination of the otherwise entitlement to purchase some or all of the Common Stock under the related Option,

all as set forth in Section 13.2.

“Ten

Percent Stockholder” shall mean an Employee who, at the time an Option is granted to him or her, owns stock possessing more

than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any parent corporation or subsidiary

corporation thereof (both as defined in Section 424 of the Code), within the meaning of Section 422(b)(6) of the Code.

“Units”

shall mean bookkeeping units, each of which represents such monetary amount as shall be designated by the Committee in each Performance

Stock Unit Award Agreement, or represents one (1) share of Common Stock for purposes of each Restricted Stock Unit Award.

“Unrestricted

Stock Award” shall mean an Award granted under ARTICLE IX of Common Stock which are not subject to Restrictions.

2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 5

“Unrestricted

Stock Award Agreement” shall mean a written agreement between the Company and a Holder with respect to an Unrestricted Stock

Award.

ARTICLE

III

EFFECTIVE

DATE OF PLAN

The

Plan was effective as of August 8, 2023 (the date on which the U.S. Securities and Exchange Commission declared the Company’s Registration

Statement on Form S-1 (File No. 333-269179) effective under the Securities Act of 1933, as amended (the “Effective Date”).

ARTICLE

ADMINISTRATION

Section

4.1. Administration. The Plan shall be administered by the Committee.

Section

4.2. Powers. Subject to the provisions of the Plan, the Committee shall have the sole authority, in its discretion, to make all

determinations under the Plan, including, but not limited to, determining which Employees, Directors or Consultants shall receive an

Award, the time or times when an Award shall be made (the date of grant of an Award shall be the date on which the Award is awarded by

the Committee), what type of Award shall be granted, the term of an Award, the date or dates on which an Award vests (including acceleration

of vesting), the form of any payment to be made pursuant to an Award, the terms and conditions of an Award (including the forfeiture

of the Award (and/or any financial gain) if the Holder of the Award violates any applicable restrictive covenant thereof), the Restrictions

under a Restricted Stock Award and the number of Common Stock which may be issued under an Award, all as applicable. In making such determinations,

the Committee may take into account the nature of the services rendered by the respective Employees, Directors and Consultants, their

present and potential contribution to the Company’s (or the Affiliate’s) success and such other factors as the Committee,

in its discretion, shall deem relevant.

Section

4.3. Additional Powers. The Committee shall have such additional powers as are delegated to it under the other provisions of the

Plan. Subject to the express provisions of the Plan, the Committee is authorized to construe the Plan and the respective Award Agreements

executed hereunder, to prescribe such rules and regulations relating to the Plan as it may deem advisable to carry out the intent of

the Plan, and to determine the terms, restrictions and provisions of each Award, including such terms, restrictions and provisions as

shall be requisite in the judgment of the Committee to cause designated Options to qualify as Incentive Stock Options, and to make all

other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission or

reconcile any inconsistency in any Award Agreement in the manner and to the extent it shall deem expedient to carry it into effect. The

determinations of the Committee on the matters referred to in this ARTICLE IV shall be conclusive and binding on the Company and all

Holders.

Section

4.4. Delegation. The Committee may delegate to one or more officers or Directors of the Company, subject to such terms, conditions

and limitations as the Committee may establish, in its sole discretion, the authority to grant Awards; provided, however, that the Committee

shall not delegate such authority (i) with regard to grants of Awards to be made to officers of the Company or any Affiliate who are

subject to Section 16 of the Exchange Act, or (ii) in such a manner as would cause the Plan not to comply with the requirements of applicable

law or applicable exchange rules.

Section

4.5. Power and Authority of the Board. Notwithstanding anything to the contrary contained herein, (i) the Board may, at any time

and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan, unless

the exercise of such powers and duties by the Board would cause the Plan not to comply with the requirements of Rule 16b-3, other applicable

law or applicable exchange rules, and (ii) only the Committee (or another committee of the Board comprised of directors who qualify as

independent directors within the meaning of the independence rules of any applicable securities exchange where the shares of Common Stock

are then listed) may grant Awards to Directors who are not also Employees.

2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 6

ARTICLE

STOCK

SUBJECT TO PLAN AND LIMITATIONS THEREON

Section

5.1. Stock Grant and Award Limits. The Committee may from time to time grant Awards to one or more Employees, Directors and/or

Consultants determined by it to be eligible for participation in the Plan in accordance with the provisions of ARTICLE VI. Subject to

ARTICLE XIV, the aggregate number of shares of Common Stock (including shares of Common Stock underlying Options designated as Incentive

Stock Options) that may be issued under the Plan shall not exceed three million four hundred thousand (3,400,000) shares of Common Stock,

plus an annual increase on the first day of each calendar year beginning January 1, 2027 and ending on and including January 1, 2033

equal to the lesser of (A) five percent (5%) of the Common Shares outstanding on the final day of the immediately preceding calendar

year, and (B) such smaller number of Common Shares as determined by the Board or the Compensation Committee. The Common Stock shall be

deemed to have been issued under the Plan solely to the extent actually issued and delivered pursuant to an Award. To the extent that

an Award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its Holder

terminate, any Common Stock subject to such Award shall again be available for the grant of a new Award.

Section

5.2. Prior Stock Plan. On and after stockholder approval of this Plan, no awards shall be granted under that certain Innovative

Health Solutions, Inc. 2017 Stock Compensation Plan dated as of October 12, 2017, as amended on each of September 13, 2019, September

9, 2021, and November 1, 2022 (as amended, the “Prior Plan”), but all outstanding awards previously granted under

the Prior Plan shall remain outstanding and subject to the Prior Plan’s terms. However, to the extent that an award under the Prior

Plan lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its holder

terminate, any Common Stock subject to such award shall again be available for the grant of a new Award under this Plan.

Section

5.3. Common Stock Offered. The Common Stock to be offered pursuant to the grant of an Award may be authorized but unissued Common

Stock or Common Stock previously issued and outstanding and reacquired by the Company.

ARTICLE

ELIGIBILITY

FOR AWARDS

Awards

made under the Plan may be granted solely to persons who, at the time of grant, are Employees, Directors or Consultants (or any such

person to whom an offer of employment or engagement with the Company or any Affiliate is extended). An eligible person must be a natural

person, and may only be granted an Award in connection with the provision of services. An Award may be granted on more than one occasion

to the same Employee, Director or Consultant, and, subject to the limitations set forth in the Plan, such Award may include a Non-Qualified

Stock Option, a Restricted Stock Award, an Unrestricted Stock Award, a Distribution Equivalent Right Award, a Performance Stock Unit

Award, a Stock Appreciation Right, a Tandem Stock Appreciation Right, any combination thereof or, solely for Employees, an Incentive

Stock Option.

ARTICLE

VII

OPTIONS

Section

7.1. Option Period. The term of each Option shall be as specified in the Option Agreement; provided, however, that except as set

forth in Section 7.3, no Option shall be exercisable after the expiration of ten (10) years from the date of its grant.

Section

7.2. Limitations on Exercise of Option. An Option shall be exercisable in whole or in such installments and at such times as specified

in the Option Agreement.

2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 7

Section

7.3. Special Limitations on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined at the time

the respective Incentive Stock Option is granted) of Common Stock with respect to which Incentive Stock Options are exercisable for the

first time by an individual during any calendar year under all plans of the Company and any parent corporation or subsidiary corporation

thereof (both as defined in Section 424 of the Code) which provide for the grant of Incentive Stock Options exceeds One Hundred Thousand

Dollars ($100,000) (or such other individual limit as may be in effect under the Code on the date of grant), the portion of such Incentive

Stock Options that exceeds such threshold shall be treated as Non-Qualified Stock Options. Incentive Stock Options shall be granted to

Employees only. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative

pronouncements, which of a Holder’s Options, which were intended by the Committee to be Incentive Stock Options when granted to

the Holder, will not constitute Incentive Stock Options because of such limitation, and shall notify the Holder of such determination

as soon as practicable after such determination. No Incentive Stock Option shall be granted to an Employee if, at the time the Incentive

Stock Option is granted, such Employee is a Ten Percent Stockholder, unless (i) at the time such Incentive Stock Option is granted the

Option price is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock subject to the Incentive Stock Option,

and (ii) such Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the date of grant. No

Incentive Stock Option shall be granted more than ten (10) years from the date on which the Plan is approved by the Company’s stockholders.

The designation by the Committee of an Option as an Incentive Stock Option shall not guarantee the Holder that the Option will satisfy

the applicable requirements for “incentive stock option” status under Section 422 of the Code.

Section

7.4. Option Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent

with the provisions of the Plan as the Committee from time to time shall approve, including, but not limited to, provisions intended

to qualify an Option as an Incentive Stock Option. An Option Agreement may provide for the payment of the Option price, in whole or in

part, by the delivery of a number of Common Stock (plus cash if necessary) that have been owned by the Holder for at least six (6) months

and having a Fair Market Value equal to such Option price, or such other forms or methods as the Committee may determine from time to

time, in each case, subject to such rules and regulations as may be adopted by the Committee. Each Option Agreement shall specify the

effect of termination of employment, Director status or Consultant status on the exercisability of the Option. Moreover, without limiting

the generality of the foregoing, an Option Agreement may provide for a “cashless exercise” of the Option, in whole or in

part, by (a) establishing procedures whereby the Holder, by a properly-executed written notice, directs (i) an immediate market sale

or margin loan as to all or a part of Common Stock to which he is entitled to receive upon exercise of the Option, pursuant to an extension

of credit by the Company to the Holder of the Option price, (ii) the delivery of the Common Stock from the Company directly to a brokerage

firm, and (iii) the delivery of the Option price from sale or margin loan proceeds from the brokerage firm directly to the Company, or

(b) reducing the number of Common Stock to be issued upon exercise of the Option by the number of such shares having an aggregate Fair

Market Value equal to the Option price (or portion thereof to be so paid) as of the date of the Option’s exercise. Each Option

Agreement shall specify the effect of the termination of the Holder’s Continuous Service on the exercisability of the Option. An

Option Agreement may also include provisions relating to (i) subject to the provisions hereof, accelerated vesting of Options, including,

but not limited to, upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee

wage withholding requirements), and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee

shall, in its sole discretion, determine. The terms and conditions of the respective Option Agreements need not be identical.

Section

7.5. Option Price and Payment. The price at which shares of Common Stock may be purchased upon exercise of an Option shall be

determined by the Committee and shall not be less than the Fair Market Value of a share of Common Stock on the date of grant of such

Option; provided, however, that such Option price as determined by the Committee shall be subject to adjustment as provided in ARTICLE

XIV. The Option price or portion thereof shall be paid in full in the manner prescribed by the Committee as set forth in the Plan and

the applicable Option Agreement, which manner, with the consent of the Committee, may include the withholding of Common Stock otherwise

issuable in connection with the exercise of the Option, for purposes of Section 7.4(b). Separate stock certificates shall be issued by

the Company for Common Stock acquired pursuant to the exercise of an Incentive Stock Option and for Common Stock acquired pursuant to

the exercise of a Non-Qualified Stock Option.

2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 8

Section

7.6. Stockholder Rights and Privileges. The Holder of an Option shall be entitled to all the privileges and rights of a stockholder

of the Company solely with respect to such Common Stock as have been purchased under the Option and for which stock certificates have

been registered in the Holder’s name.

Section

7.7. Options and Rights in Substitution for Stock or Stock Options Granted by Other Corporations. Options may be granted under

the Plan from time to time in substitution for stock or stock options held by individuals employed by entities who become Employees as

a result of a merger or consolidation of the employing entity with the Company or any Affiliate, or the acquisition by the Company or

an Affiliate of the assets of the employing entity or the acquisition by the Company or an Affiliate of stock of the employing entity

with the result that such employing entity becomes an Affiliate.

Section

7.8. Prohibition Against Repricing. Except to the extent (i) approved in advance by holders of a majority of the shares of the

Company entitled to vote generally in the election of directors, or (ii) as a result of any Change of Control or any adjustment as provided

in ARTICLE XIV and subject to Section 409A of the Code, the Committee shall not have the power or authority to reduce, whether through

amendment or otherwise, the exercise price under any outstanding Option or Stock Appreciation Right, or to grant any new Award or make

any payment of cash in substitution for or upon the cancellation of Options and/or Stock Appreciation Rights previously granted.

ARTICLE

VIII

RESTRICTED

STOCK AWARDS

Section

8.1. Restriction Period. At the time a Restricted Stock Award is made, the Committee shall establish the Restriction Period applicable

to such Award. Each Restricted Stock Award may have a different Restriction Period, in the discretion of the Committee. The Restriction

Period applicable to a particular Restricted Stock Award shall not be changed except as permitted by Section 8.2

Section

8.2. Other Terms and Conditions. Common Stock awarded pursuant to a Restricted Stock Award shall be represented by a stock certificate

registered in the name of the Holder of such Restricted Stock Award. If provided for under the Restricted Stock Award Agreement, the

Holder shall have the right to vote Common Stock subject thereto and to enjoy all other stockholder rights, including the entitlement

to receive dividends on the Common Stock during the Restriction Period, except that (i) the Holder shall not be entitled to delivery

of the stock certificate until the Restriction Period shall have expired, (ii) the Company shall retain custody of the stock certificate

during the Restriction Period (with a stock power endorsed by the Holder in blank), (iii) the Holder may not sell, transfer, pledge,

exchange, hypothecate or otherwise dispose of the Common Stock during the Restriction Period, and (iv) a breach of the terms and conditions

established by the Committee pursuant to the Restricted Stock Award Agreement shall cause a forfeiture of the Restricted Stock Award.

At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating

to Restricted Stock Awards, including, but not limited to, rules pertaining to the effect of termination of employment, Director status

or Consultant status prior to expiration of the Restriction Period. Such additional terms, conditions or restrictions shall be set forth

in a Restricted Stock Award Agreement made in conjunction with the Award. Such Restricted Stock Award Agreement may also include provisions

relating to (I) subject to the provisions hereof, accelerated vesting of Awards, including, but not limited to, accelerated vesting upon

the occurrence of a Change of Control, (II) tax matters (including provisions covering any applicable Employee wage withholding requirements),

and (III) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall, in its sole discretion,

determine. The terms and conditions of the respective Restricted Stock Agreements need not be identical.

2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 9

Section

8.3. Payment for Restricted Stock. The Committee shall determine the amount and form of any payment from a Holder for Common Stock

received pursuant to a Restricted Stock Award, if any, provided that in the absence of such a determination, a Holder shall not be required

to make any payment for Common Stock received pursuant to a Restricted Stock Award, except to the extent otherwise required by law.

Section

8.4. Restricted Stock Award Agreements. At the time any Award is made under this ARTICLE VIII, the Company and the Holder shall

enter into a Restricted Stock Award Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee

may determine to be appropriate.

ARTICLE

UNRESTRICTED

STOCK AWARDS

Pursuant

to the terms of the applicable Unrestricted Stock Award Agreement, a Holder may be awarded (or sold) Common Stock which are not subject

to Restrictions, in consideration for past services rendered thereby to the Company or an Affiliate or for other valid consideration.

ARTICLE

RESTRICTED

STOCK UNIT AWARDS

Section

10.1. Terms and Conditions. The Committee shall set forth in the applicable Restricted Stock Unit Award Agreement the individual

service-based vesting requirement which the Holder would be required to satisfy before the Holder would become entitled to payment pursuant

to Section 10.2 and the number of Units awarded to the Holder. At the time of such Award, the Committee may, in its sole discretion,

prescribe additional terms and conditions or restrictions relating to Restricted Stock Unit Awards, including, but not limited to, rules

pertaining to the effect of termination of employment, Director status or Consultant status prior to expiration of the applicable vesting

period. The terms and conditions of the respective Restricted Stock Unit Award Agreements need not be identical.

Section

10.2. Payments. The Holder of a hypothetical Common Stock unit (“Restricted Stock Unit”) shall be entitled

to receive a cash payment equal to the Fair Market Value of shares of Common Stock, or one (1) shares of Common Stock, as determined,

in the sole discretion, of the Committee and as set forth in the Restricted Stock Unit Award Agreement, for each Restricted Stock Unit

subject to such Restricted Stock Unit Award, if the Holder satisfies the applicable vesting requirement.

ARTICLE

PERFORMANCE

STOCK UNIT AWARDS

Section

11.1. Terms and Conditions. The Committee shall set forth in the applicable Performance Stock Unit Award Agreement the performance

goals and objectives (and the period of time to which such goals and objectives shall apply) which the Holder and/or the Company would

be required to satisfy before the Holder would become entitled to payment pursuant to Section 11.2, the number of Units awarded to the

Holder and the dollar value assigned to each such Unit. At the time of such Award, the Committee may, in its sole discretion, prescribe

additional terms and conditions or restrictions relating to Performance Stock Unit Awards, including, but not limited to, rules pertaining

to the effect of termination of employment, Director status or Consultant status prior to expiration of the applicable performance period.

The terms and conditions of the respective Performance Stock Unit Award Agreements need not be identical.

Section

11.2. Payments. The Holder of a Performance Stock Unit shall be entitled to receive a cash payment equal to the dollar value or

number of shares of Common Stock assigned to such Unit under the applicable Performance Stock Unit Award Agreement if the Holder and/or

the Company satisfy (or partially satisfy, if applicable under the applicable Performance Stock Unit Award Agreement) the performance

goals and objectives set forth in such Performance Stock Unit Award Agreement.

2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 10

ARTICLE

XII

DISTRIBUTION

EQUIVALENT RIGHTS

Section

12.1. Terms and Conditions. The Committee shall set forth in the applicable Distribution Equivalent Right Award Agreement the

terms and conditions applicable to such Award, including whether the Holder is to receive credits currently in cash, is to have such

credits reinvested (at Fair Market Value determined as of the date of reinvestment) in additional Common Stock or is to be entitled to

choose among such alternatives. Distribution Equivalent Rights may be settled in cash or in Common Stock, as set forth in the applicable

Distribution Equivalent Right Award Agreement. A Distribution Equivalent Right may, but need not, be awarded in tandem with another Award,

whereby, if so awarded, such Distribution Equivalent Right shall expire, terminate or be forfeited by the Holder, as applicable, under

the same conditions as under such other Award.

Section

12.2. Interest Equivalents. The Distribution Equivalent Rights Award Agreement for a Distribution Equivalent Right may provide

for the crediting of interest on a Distribution Equivalent Right to be settled in cash at a future date, at a rate set forth in the applicable

Distribution Equivalent Rights Award Agreement, on the amount of cash payable thereunder.

ARTICLE

XIII

STOCK

APPRECIATION RIGHTS

Section

13.1. Terms and Conditions. The Committee shall set forth in the applicable Stock Appreciation Right Award Agreement the terms

and conditions of the Stock Appreciation Right, including (i) the base value (the “Base Value”) for the Stock Appreciation

Right, which for purposes of a Stock Appreciation Right which is not a Tandem Stock Appreciation Right, shall be not less than the Fair

Market Value of a Common Stock on the date of grant of the Stock Appreciation Right, (ii) the number of Common Stock subject to the Stock

Appreciation Right, (iii) the period during which the Stock Appreciation Right may be exercised; provided, however, that no Stock

Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant, and (iv) any other special

rules and/or requirements which the Committee imposes upon the Stock Appreciation Right. Upon the exercise of some or all of the portion

of a Stock Appreciation Right, the Holder shall receive a payment from the Company, in cash or in the form of Common Stock having an

equivalent Fair Market Value or in a combination of both, as determined, in the sole discretion of the Committee, equal to the product

of:

(a)

The excess of (i) the Fair Market Value of a share of Common Stock on the date of exercise, over (ii) the Base Value, multiplied by;

(b)

The number of Common Stock with respect to which the Stock Appreciation Right is exercised.

Section

13.2. Tandem Stock Appreciation Rights. If the Committee grants a Stock Appreciation Right which is intended to be a Tandem Stock

Appreciation Right, the Tandem Stock Appreciation Right shall be granted at the same time as the related Option, and the following special

rules shall apply:

(a)

The Base Value shall be equal to or greater than the per share of Common Stock exercise price under the related Option;

(b)

The Tandem Stock Appreciation Right may be exercised for all or part of the Common Stock which are subject to the related Option, but

solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related Option (and when

shares of Common Stock is purchased under the related Option, an equivalent portion of the related Tandem Stock Appreciation Right shall

be cancelled);

(c)

The Tandem Stock Appreciation Right shall expire no later than the date of the expiration of the related Option;

2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 11

(d)

The value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent (100%) of the difference

between the per share of Common Stock exercise price under the related Option and the Fair Market Value of the Common Stock subject to

the related Option at the time the Tandem Stock Appreciation Right is exercised, multiplied by the number of the Common Stock with respect

to which the Tandem Stock Appreciation Right is exercised; and

(e)

The Tandem Stock Appreciation Right may be exercised solely when the Fair Market Value of the Common Stock subject to the related Option

exceeds the per share of Common Stock exercise price under the related Option.

ARTICLE

XIV

RECAPITALIZATION

OR REORGANIZATION

Section

14.1. Adjustments to Common Stock. The shares with respect to which Awards may be granted under the Plan are Common Stock as presently

constituted; provided, however, that if, and whenever, prior to the expiration or distribution to the Holder of Common Stock underlying

an Award theretofore granted, the Company shall effect a subdivision or consolidation of the Common Stock or the payment of a Common

Stock dividend on Common Stock without receipt of consideration by the Company, the number of Common Stock with respect to which such

Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding Common Stock,

shall be proportionately increased, and the purchase price per share of Common Stock shall be proportionately reduced, and (ii) in the

event of a reduction in the number of outstanding Common Stock, shall be proportionately reduced, and the purchase price per share of

Common Stock shall be proportionately increased. Notwithstanding the foregoing or any other provision of this ARTICLE XIV, any adjustment

made with respect to an Award (x) which is an Incentive Stock Option, shall comply with the requirements of Section 424(a) of the Code,

and in no event shall any adjustment be made which would render any Incentive Stock Option granted under the Plan to be other than an

“incentive stock option” for purposes of Section 422 of the Code, and (y) which is a Non-Qualified Stock Option, shall comply

with the requirements of Section 409A of the Code, and in no event shall any adjustment be made which would render any Non-Qualified

Stock Option granted under the Plan to become subject to Section 409A of the Code.

Section

14.2. Recapitalization. If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise

or satisfaction, as applicable, of a previously granted Award, the Holder shall be entitled to receive (or entitled to purchase, if applicable)

under such Award, in lieu of the number of Common Stock then covered by such Award, the number and class of shares and securities to

which the Holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization,

the Holder had been the holder of record of the number of Common Stock then covered by such Award.

Section

14.3. Other Events. In the event of changes to the outstanding Common Stock by reason of extraordinary cash dividend, reorganization,

merger, consolidation, combination, split-up, spin-off, exchange, stock split, reverse stock split or other relevant changes in capitalization

occurring after the date of the grant of any Award and not otherwise provided for under this ARTICLE XIV, any outstanding Awards and

any Award Agreements evidencing such Awards shall be adjusted by the Committee, in such manner as the Committee shall deem equitable

or appropriate taking into consideration the applicable accounting and tax consequences, as to the number and price of Common Stock or

other consideration subject to such Awards. In the event of any adjustment pursuant to Section 14.1, Section 14.2 or this Section 14.3,

the aggregate number of Common Stock available under the Plan pursuant to Section 5.1 may be appropriately adjusted by the Committee,

the determination of which shall be conclusive. In addition, the Committee may make provision for a cash payment to a Holder or a person

who has an outstanding Award. The number of Common Stock subject to any Award shall be rounded to the nearest whole number.

2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 12

Section

14.4. Powers Not Affected. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or

power of the Board or of the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other

change of the Company’s capital structure or business, any merger or consolidation of the Company, any issue of debt or equity

securities ahead of or affecting Common Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease,

exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

Section

14.5. No Adjustment for Certain Awards. Except as hereinabove expressly provided, the issuance by the Company of shares of any

class or securities convertible into shares of any class, for cash, property, labor or services, upon direct sale, upon the exercise

of rights or warrants to subscribe therefor or upon conversion of shares or obligations of the Company convertible into such shares or

other securities, and in any case whether or not for fair value, shall not affect previously granted Awards, and no adjustment by reason

thereof shall be made with respect to the number of Common Stock subject to Awards theretofore granted or the purchase price per share

of Common Stock, if applicable.

ARTICLE

AMENDMENT

AND TERMINATION OF PLAN

The

Plan shall continue in effect, unless sooner terminated pursuant to this ARTICLE XV, until the tenth (10th) anniversary of the date on

which it is adopted by the Board (except as to Awards outstanding on that date). The Board, in its discretion, may terminate the Plan

at any time with respect to any shares for which Awards have not theretofore been granted; provided, however, that the Plan’s termination

shall not materially and adversely impair the rights of a Holder with respect to any Award theretofore granted without the consent of

the Holder. The Board shall have the right to alter or amend the Plan or any part hereof from time to time; provided, however,

stockholder approval shall be required for ay modification of the Plan that (i) requires stockholder approval under the rules or regulations

of the Securities and Exchange Commission or any securities exchange applicable to the Company, (ii) increases the number of shares authorized

under the Plan as specified in Section 5.1, or (iii) amends, modifies or suspends Section 7.8 (repricing prohibitions) or this ARTICLE

XV. In addition, unless otherwise permitted under the Award Agreement, no change in any Award theretofore granted may be made which would

materially and adversely impair the rights of a Holder with respect to such Award without the consent of the Holder.

ARTICLE

XVI

MISCELLANEOUS

Section

16.1. No Right to Award. Neither the adoption of the Plan by the Company nor any action of the Board or the Committee shall be

deemed to give an Employee, Director or Consultant any right to an Award except as may be evidenced by an Award Agreement duly executed

on behalf of the Company, and then solely to the extent and on the terms and conditions expressly set forth therein.

Section

16.2. No Rights Conferred. Nothing contained in the Plan shall (i) confer upon any Employee any right with respect to continuation

of employment with the Company or any Affiliate, (ii) interfere in any way with any right of the Company or any Affiliate to terminate

the employment of an Employee at any time, (iii) confer upon any Director any right with respect to continuation of such Director’s

membership on the Board, (iv) interfere in any way with any right of the Company or an Affiliate to terminate a Director’s membership

on the Board at any time, (v) confer upon any Consultant any right with respect to continuation of such Consultant’s consulting

engagement with the Company or any Affiliate, or (vi) interfere in any way with any right of the Company or an Affiliate to terminate

a Consultant’s consulting engagement with the Company or an Affiliate at any time.

2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 13

Section

16.3. Other Laws; No Fractional Shares; Withholding. The Company shall not be obligated by virtue of any provision of the Plan

to recognize the exercise of any Award or to otherwise sell or issue Common Stock in violation of any laws, rules or regulations, and

any postponement of the exercise or settlement of any Award under this provision shall not extend the term of such Award. Neither the

Company nor its directors or officers shall have any obligation or liability to a Holder with respect to any Award (or Common Stock issuable

thereunder) (i) that shall lapse because of such postponement, or (ii) for any failure to comply with the requirements of any applicable

law, rules or regulations, including, but not limited to, any failure to comply with the requirements of Section 409A of the Code. No

fractional Common Stock shall be delivered, nor shall any cash in lieu of fractional Common Stock be paid. The Company shall have the

right to deduct in cash (whether under this Plan or otherwise) in connection with all Awards any taxes required by law to be withheld

and to require any payments required to enable it to satisfy its withholding obligations. In the case of any Award satisfied in the form

of Common Stock, no Common Stock shall be issued unless and until arrangements satisfactory to the Company shall have been made to satisfy

any tax withholding obligations applicable with respect to such Award. Subject to such terms and conditions as the Committee may impose,

the Company shall have the right to retain, or the Committee may, subject to such terms and conditions as it may establish from time

to time, permit Holders to elect to tender, Common Stock (including Common Stock issuable in respect of an Award) to satisfy, in whole

or in part, the amount required to be withheld.

Section

16.4. No Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate

from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether

or not such action would have an adverse effect on the Plan or any Award made under the Plan. No Employee, Director, Consultant, beneficiary

or other person shall have any claim against the Company or any Affiliate as a result of any such action.

Section

16.5. Restrictions on Transfer. No Award under the Plan or any Award Agreement and no rights or interests herein or therein, shall

or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a Holder except (i)

by will or by the laws of descent and distribution, or (ii) except for an Incentive Stock Option, by gift to any Family Member of the

Holder. An Award may be exercisable during the lifetime of the Holder only by such Holder or by the Holder’s guardian or legal

representative unless it has been transferred by gift to a Family Member of the Holder, in which case it shall be exercisable solely

by such transferee. Notwithstanding any such transfer, the Holder shall continue to be subject to the withholding requirements provided

for under Section 16.3.

Section

16.6. Beneficiary Designations. The Committee may also establish procedures as it deems appropriate for a Holder to designate

a person or persons, as beneficiary or beneficiaries, to exercise the rights of the Holder and receive any property distributable with

respect to any Award in the event of the Holder’s death. In the absence of any such written beneficiary designation, for purposes

of the Plan, a Holder’s beneficiary shall be the Holder’s estate.

Section

16.7. Rule 16b-3. It is intended that the Plan and any Award made to a person subject to Section 16 of the Exchange Act shall

meet all of the requirements of Rule 16b-3. If any provision of the Plan or of any such Award would disqualify the Plan or such Award

under, or would otherwise not comply with the requirements of, Rule 16b-3, such provision or Award shall be construed or deemed to have

been amended as necessary to conform to the requirements of Rule 16b-3.

2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 14

Section

16.8. Section 409A. Notwithstanding anything in the Plan or any Award to the contrary, to the extent that any amount or benefit

that constitutes “deferred compensation” to a Holder under Section 409A of the Code and applicable guidance thereunder is

otherwise payable or distributable to a Holder under the Plan or any Award solely by reason of the occurrence of a change in control

event or due to the Holder’s Disability or “separation from service” or similar terms under this Plan, such amount

or benefit will not be payable or distributable to the Holder by reason of such circumstance unless the Committee determines in good

faith that (i) the circumstances giving rise to such change in control event, Disability or separation from service meet the definition

of a change in control event, Disability or separation from service, as the case may be, in Section 409A of the Code and applicable proposed

or final regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A

of the Code by reason of the short-term deferral exemption or otherwise. Any payment or distribution that otherwise would be made to

a Holder who is a “specified employee” (as defined under Section 409A of the Code) on account of separation from service

may not be made before the date which is six (6) months after the date of the specified employee’s separation from service (or

if earlier, upon the specified employee’s death) unless the payment or distribution is exempt from the application of Section 409A

of the Code by reason of the short-term deferral exemption or otherwise.

Section

16.9. Indemnification. Each person who is or shall have been a member of the Board or of the Committee shall be indemnified and

held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred thereby

in connection with or resulting from any claim, action, suit or proceeding to which such person may be made a party or may be involved

by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid thereby in settlement thereof,

with the Company’s approval, or paid thereby in satisfaction of any judgment in any such action, suit or proceeding against such

person; provided, however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same

before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive

and shall be independent of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate

of Incorporation or By-laws, by contract, as a matter of law, or otherwise.

Section

16.10. Other Plans. No Award, payment or amount received hereunder shall be taken into account in computing an Employee’s

salary or compensation for the purposes of determining any benefits under any pension, retirement, life insurance or other benefit plan

of the Company or any Affiliate, unless such other plan specifically provides for the inclusion of such Award, payment or amount received.

Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees,

directors and other service providers, in cash or property, in a manner which is not expressly authorized under the Plan.

Section

16.11. Limits of Liability. Any liability of the Company with respect to an Award shall be based solely upon the contractual obligations

created under the Plan and the Award Agreement. None of the Company, any member of the Board nor any member of the Committee shall have

any liability to any party for any action taken or not taken, in good faith, in connection with or under the Plan.

Section

16.12. Governing Law. Except as otherwise provided herein, the Plan shall be construed in accordance with Delaware law, without

regard to principles of conflicts of law.

Section

16.13. Severability of Provisions. If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability

shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such invalid or unenforceable provision

had not been included in the Plan.

Section

16.14. No Funding. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or

to make any other segregation of funds or assets to ensure the payment of any Award.

Section

16.15. Headings. Headings used throughout the Plan are for convenience only and shall not be given legal significance.

Section

16.16. Terms of Award Agreements. Each Award shall be evidenced by an Award Agreement. The terms of the Award Agreements utilized

under the Plan need not be the same.

2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 15

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

Employee

Stock Purchase Plan (“ESPP”)

NEURAXIS,

INC.

2025

EMPLOYEE STOCK PURCHASE PLAN

Compensation

Committee and Board of Directors Approval: July 1, 2025 (amendment approved by the Compensation Committee and Board of Directors on April

9, 2026)

APPROVED

BY THE STOCKHOLDERS: June 10, 2026

EFFECTIVE

DATE: July 1, 2025

General;

Purpose.

(a)

The Plan provides a means by which Eligible Employees of the Company may be given an opportunity to purchase shares of Common Stock.

The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan. In addition,

the Plan permits the Company to grant a series of Purchase Rights to Eligible Employees that do not meet the requirements of an Employee

Stock Purchase Plan.

(b)

The Plan includes only a 423 Component. The Company intends (but makes no undertaking or representation to maintain) the 423 Component

to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is

consistent with the requirements of Section 423 of the Code.

(c)

The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees

and to provide incentives for such persons to exert maximum efforts for the success of the Company.

Administration.

(a)

The Board or the Committee will administer the Plan. References herein to the Board shall be deemed to refer to the Committee except

where context dictates otherwise.

(b)

The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i)

To determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not be identical).

(ii)

Deleted.

(iii)

To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration.

The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent

it deems necessary or expedient to make the Plan fully effective.

(iv)

To settle all controversies regarding the Plan and Purchase Rights granted under the Plan.

(v)

To suspend or terminate the Plan at any time as provided in Section 12.

(vi)

To amend the Plan at any time as provided in Section 12.

(vii)

Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company

and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan with respect to the 423 Component.

(viii)

To delegate specified administrative responsibilities associated with a particular Offering to one or more Directors or Employees, as

set forth in the applicable Offering Document.

(c)

If administration is conducted by the Committee, the Committee will have, in connection with the administration of the Plan, the powers

of the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise

(and references to the Board in this Plan and in any applicable Offering Document will thereafter be to the Committee or subcommittee,

as applicable, except where context dictates otherwise), subject, however, to such resolutions, not inconsistent with the provisions

of the Plan, as may be adopted from time to time. The Board retains the authority to concurrently administer the Plan with the Committee.

The Board will have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.

(d)

All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and

will be final, binding and conclusive on all persons.

OF COMMON STOCK SUBJECT TO THE PLAN.

(a)

Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that

may be issued under the Plan will not exceed 100,000 shares of Common Stock, plus the number of shares of Common Stock that are automatically

added on January 1st of each calendar year for a period of up to ten years, commencing on January 1, 2026, and ending on (and including)

January 1, 2035, in an amount equal to the lesser of (i) 1% of the total number of shares of the Company’s capital stock outstanding

on December 31st of the preceding fiscal year, and (ii) 100,000 shares of Common Stock. Notwithstanding the foregoing, the Board may

act prior to February 1st of any calendar year to provide that there will be no February 1st increase in the share reserve for such year

or that the increase in the share reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur

pursuant to the preceding sentence. For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this

Section 3(a) may be used to satisfy purchases of Common Stock under the 423 Component.

(b)

If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased

under such Purchase Right will again become available for issuance under the Plan.

(c)

The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased

by the Company on the open market.

GRANT

OF PURCHASE RIGHTS; OFFERING.

(a)

The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering (consisting

of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and

will contain such terms and conditions as the Board will deem appropriate, and, with respect to the 423 Component, will comply with the

requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The

terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions

of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by

reference in the document comprising the Offering or otherwise) the period during which the Offering will be effective, which period

will not exceed 27 months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.

(b)

If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms delivered

to the Company: (i) each form will apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower

exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have identical exercise prices) will be exercised

to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase

Rights have identical exercise prices) will be exercised.

(c)

The Board will have the discretion to structure an Offering so that if the Fair Market Value of a share of Common Stock on the first

Trading Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of a share of Common Stock on

the Offering Date for that Offering, then (i) that Offering will terminate immediately as of that first Trading Day, and (ii) the Participants

in such terminated Offering will be automatically enrolled in a new Offering beginning on the first Trading Day of such new Purchase

Period.

ELIGIBILITY.

(a)

Purchase Rights may be granted only to Employees of the Company. Except as provided in Section 5(b) or as required by Applicable Law,

an Employee will not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the

Company for such continuous period preceding such Offering Date as the Board may require, but in no event will the required period of

continuous employment be equal to or greater than two years. In addition, the Board may provide that no Employee will be eligible to

be granted Purchase Rights under the Plan unless, on the Offering Date, such Employee’s customary employment with the Company is

more than 20 hours per week and more than five months per calendar year or such other criteria as the Board may determine consistent

with Section 423 of the Code with respect to the 423 Component.

(b)

The Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on a date or dates

specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter,

receive a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of that Offering. Such Purchase

Right will have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that:

(i)

the date on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for all purposes, including

determination of the exercise price of such Purchase Right;

(ii)

the period of the Offering with respect to such Purchase Right will begin on its Offering Date and end coincident with the end of such

Offering; and

(iii)

the Board may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of the

Offering, he or she will not receive any Purchase Right under that Offering.

(c)

No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such Employee

owns stock possessing ten percent or more of the total combined voting power or value of all classes of stock of the Company. For purposes

of this Section 5(c), the rules of Section 424(d) of the Code will apply in determining the stock ownership of any Employee, and stock

which such Employee may purchase under all outstanding Purchase Rights and options will be treated as stock owned by such Employee.

(d)

As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase Rights, together

with any other rights granted under all Employee Stock Purchase Plans of the Company, do not permit such Eligible Employee’s rights

to purchase stock of the Company to accrue at a rate which, when aggregated, exceeds U.S. $25,000 of Fair Market Value of such stock

(determined at the time such rights are granted, and which, with respect to the Plan, will be determined as of their respective Offering

Dates) for each calendar year in which such rights are outstanding at any time.

(e)

Officers of the Company, if they are otherwise Eligible Employees, will be eligible to participate in Offerings under the Plan. Notwithstanding

the foregoing, the Board may provide in an Offering that Employees who are highly compensated Employees within the meaning of Section

423(b)(4)(D) of the Code will not be eligible to participate.

PURCHASE

RIGHTS; PURCHASE PRICE.

(a)

On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase

up to that number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount, as designated by the

Board, but in either case not exceeding 15% of such Employee’s earnings or $25,000, whichever is lower (as defined by the Board

in each Offering) during the period that begins on the Offering Date (or such later date as the Board determines for a particular Offering)

and ends on the date stated in the Offering, which date will be no later than the end of the Offering.

(b)

The Board will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be exercised

and shares of Common Stock will be purchased in accordance with such Offering.

(c)

In connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that may be

purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock that

may be purchased by all Participants pursuant to such Offering and/or (iii) a maximum aggregate number of shares of Common Stock that

may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock issuable

upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any

Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the shares of Common Stock

available will be made in as nearly a uniform manner as will be practicable and equitable.

(d)

The purchase price of shares of Common Stock acquired pursuant to Purchase Rights will be:

(i)

an amount equal to 85% of the lowest closing date price during the six month period immediately preceding the Purchase Date.

PARTICIPATION;

WITHDRAWAL; TERMINATION.

(a)

An Eligible Employee may elect to participate in an Offering and authorize payroll deductions as the means of making Contributions by

completing and delivering to the Company, within the time specified in the Offering, an enrollment form provided by the Company. The

enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Board. Each Participant’s

Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds

of the Company except where Applicable Law requires that Contributions be deposited with a third party. If permitted in the Offering,

a Participant may begin such Contributions with the first practicable payroll occurring on or after the Offering Date (or, in the case

of a payroll date that occurs after the end of the prior Offering but before the Offering Date of the next new Offering, Contributions

from such payroll will be included in the new Offering). If permitted in the Offering, a Participant may thereafter reduce (including

to zero) or increase his or her Contributions. If required under Applicable Law or if specifically provided in the Offering, in addition

to or instead of making Contributions by payroll deductions, a Participant may make Contributions through the payment by cash, check

or wire transfer prior to a Purchase Date.

(b)

During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company a withdrawal

form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal, such Participant’s

Purchase Right in that Offering will immediately terminate and the Company will distribute as soon as practicable to such Participant

all of his or her accumulated but unused Contributions and such Participant’s Purchase Right in that Offering shall thereupon terminate.

A Participant’s withdrawal from that Offering will have no effect upon his or her eligibility to participate in any other Offerings

under the Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent Offerings.

(c)

Unless otherwise required by Applicable Law, Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately

if the Participant either (i) is no longer an Employee for any reason or for no reason (subject to any post-employment participation

period required by law) or (ii) is otherwise no longer eligible to participate. The Company will distribute to such individual as soon

as practicable all of his or her accumulated but unused Contributions.

(d)

Deleted. a.

(e)

During a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable

by a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation

as described in Section 10.

(f)

Unless otherwise specified in the Offering or required by Applicable Law, the Company will have no obligation to pay interest on Contributions.

EXERCISE

OF PURCHASE RIGHTS.

(a)

On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock,

up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified

in the Offering. No fractional shares will be issued unless specifically provided for in the Offering.

(b)

Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after

the purchase of shares of Common Stock and such remaining amount is less than the amount required to purchase one (1) whole share of

Common Stock on the final Purchase Date of an Offering, then such remaining amount will be held in such Participant’s account for

the purchase of shares of Common Stock under the next Offering under the Plan, unless such Participant withdraws from or is not eligible

to participate in such next Offering, in which case such amount will be distributed to such Participant after the final Purchase Date

without interest (unless the payment of interest is otherwise required by Applicable Law). If the amount of Contributions remaining in

a Participant’s account after the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1)

whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be distributed in full to such

Participant after the final Purchase Date of such Offering without interest (unless the payment of interest is otherwise required by

Applicable Law).

(c)

No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are

covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable

U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the

shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase

Date, and the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement

and the Plan is in material compliance, except that the Purchase Date will in no event be more than 27 months from the Offering Date.

If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan is

not in material compliance with all Applicable Laws, as determined by the Company in its sole discretion, no Purchase Rights will be

exercised and all accumulated but unused Contributions will be distributed as soon as practicable to the Participants without interest

(unless the payment of interest is otherwise required by Applicable Law).

(d)

The Board may, in its discretion, establish a holding period for any shares of Common Stock purchased in a particular Offering unless

such holding period is prohibited by Applicable Laws. The holding period, if any, will commence on the Purchase Date and will not exceed

one year; provided that the holding period, if any, with respect to any Participant will end automatically if either (i) the Participant

is no longer an Employee, or (ii) a Corporate Transaction occurs. During such holding period, the holder of the shares of Common Stock

will not be permitted to sell such shares and the shares will be designated with an applicable resale restriction. The applicable holding

period will be set forth in the Offering Document for the applicable Offering, and each Participant will be required to agree to such

holding period as a condition to participating in the Offering.

COVENANTS

OF THE COMPANY.

The

Company will seek to obtain from each U.S. federal or state, foreign or other regulatory commission or agency having jurisdiction over

the Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder unless the Company

determines, in its sole discretion, that doing so would cause the Company to incur costs that are unreasonable. If, after commercially

reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase

Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be relieved

from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights.

10.

DESIGNATION

OF BENEFICIARY.

(a)

The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares

of Common Stock and/or Contributions from the Participant’s account under the Plan if the Participant dies before such shares and/or

Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation

of beneficiary. Any such designation and/or change must be on a form approved by the Company.

(b)

If a Participant dies, and in the absence of a valid beneficiary designation, the Company will deliver any shares of Common Stock and/or

Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to

the knowledge of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and/or Contributions without

interest (unless the payment of interest is otherwise required by Applicable Law), to the Participant’s spouse, dependents or relatives,

or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

11.

ADJUSTMENTS

UPON CHANGES IN COMMON STOCK; CORPORATE TRANSACTIONS.

(a)

In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number

of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities by which the share reserve

is to increase automatically each year pursuant to Section 3(a), (iii) the class(es) and number of securities subject to, and the purchase

price applicable to outstanding Offerings and Purchase Rights, and (iv) the class(es) and number of securities that are the subject of

the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination will be final, binding

and conclusive.

(b)

In the event of a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the surviving or acquiring

corporation’s parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a

right to acquire the same consideration paid to the stockholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii)

if any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute

similar rights for such Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase shares of Common

Stock within ten business days prior to the Corporate Transaction under the outstanding Purchase Rights, and the Purchase Rights will

terminate immediately after such purchase.

12.

AMENDMENT,

TERMINATION OR SUSPENSION OF THE PLAN.

(a)

The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section

11(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder

approval is required by Applicable Law.

(b)

The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended

or after it is terminated.

(c)

Any benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension

or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent

of the person to whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, listing requirements, or governmental

regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance

issued thereunder relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that

may be issued or amended after the date the Plan is adopted by the Compensation Committee of the Board, or (iii) as necessary to obtain

or maintain favorable tax, listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s

consent if such amendment is necessary to ensure that the Purchase Right and/or the Plan complies with the requirements of Section 423

of the Code with respect to the 423 Component or with respect to other Applicable Laws.

Notwithstanding

anything in the Plan or any Offering Document to the contrary, the Board will be entitled to: (i) establish the exchange ratio applicable

to amounts withheld in a currency other than U.S. dollars; (ii) permit Contributions in excess of the amount designated by a Participant

in order to adjust for mistakes in the Company’s processing of properly completed Contribution elections; (iii) establish reasonable

waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common

Stock for each Participant properly correspond with amounts withheld from the Participant’s Contributions; (iv) amend any outstanding

Purchase Rights or clarify any ambiguities regarding the terms of any Offering to enable the Purchase Rights to qualify under and/or

comply with Section 423 of the Code with respect to the 423 Component; and (v) establish other limitations or procedures as the Board

determines in its sole discretion advisable that are consistent with the Plan. The actions of the Board pursuant to this paragraph will

not be considered to alter or impair any Purchase Rights granted under an Offering as they are part of the initial terms of each Offering

and the Purchase Rights granted under each Offering.

13.

TAX

QUALIFICATION; TAX WITHHOLDING.

(a)

Although the Company may endeavor to (i) qualify a Purchase Right for special tax treatment under the laws of the United States or jurisdictions

outside of the United States or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows

any covenant to maintain special or to avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan. The Company

will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants.

(b)

Each Participant will make arrangements, satisfactory to the Company, to enable the Company to fulfill any withholding obligation for

Tax-Related Items. Without limitation to the foregoing, the amount necessary to satisfy such withholding obligation may be withheld (i)

from the Participant’s salary or any other cash payment due to the Participant from the Company or (ii) from the proceeds of the

sale of shares of Common Stock acquired under the Plan.

14.

EFFECTIVE

DATE OF PLAN.

The

Plan will become effective on the Effective Date. The stockholders of the Company must approve the Plan within 12 months after the date

the Plan is adopted (or if required under Section 12(a) above, materially amended) by the Compensation Committee of the Board.

15.

MISCELLANEOUS

PROVISIONS.

(a)

Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.

(b)

A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock

subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights

are recorded in the books of the Company (or its transfer agent).

(c)

The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the at will

nature of a Participant’s employment or be deemed to create in any way whatsoever any obligation on the part of any Participant

to continue in the employ of the Company, or on the part of the Company to continue the employment of a Participant.

(d)

The provisions of the Plan will be governed by the laws of the State of Delaware without resort to that state’s conflict of laws

rules.

(e)

If any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision will not affect the other provisions

of the Plan, but the Plan will be construed in all respects as if such invalid provision were omitted.

(f)

If any provision of the Plan does not comply with Applicable Law, such provision shall be construed in such a manner as to comply with

Applicable Law.

16.

DEFINITIONS.

used in the Plan, the following definitions will apply to the capitalized terms indicated below:

(a)

“423 Component” means the part of the Plan pursuant to which Purchase Rights that satisfy the requirements

for an Employee Stock Purchase Plan may be granted to Eligible Employees.

(b)

“Applicable Law” means shall mean any applicable securities, federal, state, foreign, material local or municipal

or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation,

judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under

the authority of any Governmental Body (or under the authority of the NASDAQ Stock Market, New York Stock Exchange or the Financial Industry

Regulatory Authority).

(c)

“Board” means the Board of Directors of the Company.

(d)

“Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the

Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt

of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend

in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of

shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting

Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion

of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

(e)

“Code” means the U.S. Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance

thereunder.

(f)

“Committee” means a committee of one or more members of the Board to whom authority has been delegated by the

Board in accordance with Section 2(c).

(g)

“Common Stock” means the common stock of the Company.

(h)

“Company” means NeurAxis, Inc., a Delaware corporation.

(i)

“Contributions” means the payroll deductions and other additional payments specifically provided for in the

Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his

or her account if specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted

amount withheld during the Offering through payroll deductions.

(j)

“Corporate Transaction” means the consummation, in a single transaction or in a series of related transactions,

of any one or more of the following events:

(i)

a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets

of the Company and its subsidiaries;

(ii)

a sale or other disposition of more than 50% of the outstanding securities of the Company;

(iii)

a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv)

a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock

outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger,

consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

(k)

“Director” means a member of the Board.

(l)

“Effective Date” means the date the Compensation Committee of the Board adopts the Plan.

(m)

“Eligible Employee” means an Employee who meets the requirements set forth in the document(s) governing the

Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate

set forth in the Plan.

(n)

“Employee” means any person, including an Officer or Director, who is “employed” for purposes of

Section 423(b)(4) of the Code by the Company. However, service solely as a Director, or payment of a fee for such services, will not

cause a Director to be considered an “Employee” for purposes of the Plan.

(o)

“Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under

an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code.

(p)

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated

thereunder.

(q)

“Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:

(i)

If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share

of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on

such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination,

as reported in such source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price for

the Common Stock on the date of determination, then the Fair Market Value will be the closing sales price on the last preceding date

for which such quotation exists.

(ii)

In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith in compliance

with Applicable Laws and in a manner that complies with Sections 409A of the Code.

(iii)

Notwithstanding the foregoing, for any Offering that commences on the Listing Date, the Fair Market Value of the shares of Common Stock

on the Offering Date will be the closing sales price for such stock as quoted on the applicable stock exchange on the Listing Date, as

reported in such source as the Board deems reliable.

(r)

“Governmental Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality,

district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or

regulatory body, or quasi-governmental body of any nature (including any governmental division, department, administrative agency or

bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity and

any court or other tribunal, and for the avoidance of doubt, any Tax authority) or other body exercising similar powers or authority;

or (d) self-regulatory organization (including the NASDAQ Stock Market, New York Stock Exchange and the Financial Industry Regulatory

Authority).

(s)

“Listing Date” means the date that the Common Stock is first traded on the New York Stock Exchange.

(t)

Deleted

(u)

“Offering” means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights

automatically occurring at the end of one or more Purchase Periods. The terms and conditions of an Offering will generally be set forth

in the “Offering Document” approved by the Board for that Offering.

(v)

“Offering Date” means a date selected by the Board for an Offering to commence.

(w)

“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange

Act.

(x)

“Participant” means an Eligible Employee who holds an outstanding Purchase Right.

(y)

“Plan” means this NeurAxis, Inc. 2025 Employee Stock Purchase Plan, as amended from time to time, including

the 423 Component.

(z)

“Purchase Date” means one or more dates during a Purchase Period as set forth in the Offering Documents.

(aa)

“Purchase Period” means a period of time specified within an Offering, generally determined to be the non-black

out period of time referred to in 7(b) of the Company’s Policy on Insider Trading defined as the period beginning on the 4th

day after a quarterly or annual earnings release and ending on the 15th day of the following month . An Offering may consist

of one or more Purchase Periods.

(bb)

“Purchase Right” means an option to purchase shares of Common Stock granted pursuant to the Plan.

(cc)

Deleted

(dd)

“Securities Act” means the U.S. Securities Act of 1933, as amended.

(ee)

“Tax-Related Items” means any income tax, social insurance, payroll tax, fringe benefit tax, payment on account

or other tax-related items arising out of or in relation to a Participant’s participation in the Plan, including, but not limited

to, the exercise of a Purchase Right and the receipt of shares of Common Stock or the sale or other disposition of shares of Common Stock

acquired under the Plan.

(ff)

“Trading Day” means any day on which the exchange(s) or market(s) on which shares of Common Stock are listed,

including but not limited to the New York Stock Exchange, Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market

or any successors thereto, is open for trading.

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