---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-006888"
form_type: "8-K"
ticker: "NRXS"
cik: "0001933567"
company_name: "Neuraxis, INC"
filed_at: "2024-02-15T23:59:59+00:00"
generated_at: "2026-06-06T01:31:20.413479+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Neuraxis raises $457k via convertible notes; amends Flagstaff $3M SPA

## Summary
- Entered SPAs with two accredited investors on Feb 9 & 14 for $457k aggregate; notes bear 8.5% interest, convertible to Series B Preferred at $2.38/share.
- Amended Nov 2023 SPA with Flagstaff International on Feb 12; Flagstaff will now receive convertible notes for $200k monthly installments until stockholder approval.
-  electrodes: Alexander Capital LP received 10% cash fee; net proceeds ~$400k for working capital and general corporate purposes.
- Stockholder approval for Series B Preferred authorization has not yet been sought; conversion of all notes is contingent on that approval.

## SEC filing metadata
- accession: 0001493152-24-006888
- form_type: 8-K
- ticker: NRXS
- cik: 0001933567
- company_name: Neuraxis, INC
- filed_at: 2024-02-15T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1933567/000149315224006888/0001493152-24-006888-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1933567/000149315224006888/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-006888
- JSON: https://secwatch.observer/filing/0001493152-24-006888.json
- Plain text: https://secwatch.observer/filing/0001493152-24-006888.txt

## Key facts
- Debt Financings
  Neuraxis, INC incurred convertible notes of $457,000 at 8.5% per annum maturing the earlier of (i) upon written demand of the Investors occurring on or after twelve (12) months from the date of the Notes in the event that the Series B Prefe.
  - Instrument: convertible notes
  - Principal: $457,000
  - Rate: 8.5% per annum
  - Maturity: the earlier of (i) upon written demand of the Investors occurring on or after twelve (12) months from the date of the Notes in the event that the Series B Prefe
  - Event: incurrence
  source text: On each of February 9, 2024 and February 14, 2024, the Company entered into securities purchase agreements (the “SPAs”) with a total of two accredited investors (the “Investors”) for the issuance and purchase of convertible promissory notes (the “Notes”) for an aggregate purchase price of $457,000. The Notes bear an interest rate of 8.5% per annum, which shall be payable quarterly by the Company in cash or in shares of the Company’s common stock at the conversion price as defined in the form of the Certificate of Designation of the Series B Convertible Preferred Stock attached as an exhibit to the SPAs. The maturity date of the Notes shall be on the earlier of (i) upon written demand of the Investors occurring on or after twelve (12) months from the date of the Notes in the event that the Series B Preferred Stock has not been duly authorized or (ii) immediately upon the occurrence of an event of default.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1933567/000149315224006888/0001493152-24-006888-index.htm
- Material Agreements
  Neuraxis, INC entered into "SPAs" with a total of two accredited investors valued at $457,000 (effective 2024-02-09).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: a total of two accredited investors
  - Value: $457,000
  - Effective: 2024-02-09
  source text: On each of February 9, 2024 and February 14, 2024, the Company entered into securities purchase agreements (the "SPAs") with a total of two accredited investors (the "Investors") for the issuance and purchase of convertible promissory notes (the "Notes") for an aggregate purchase price of $457,000.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1933567/000149315224006888/0001493152-24-006888-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.