UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30. 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number 001-41775

NEURAXIS, INC.

(Exact name of registrant as specified in its charter)

Delaware

45-5079684

(State or other jurisdiction of

incorporation or organization)

(I. R. S. Employer

Identification No.)

11611 N. Meridian Street, Suite 330

Carmel, IN

46032

(Address of principal executive offices)

(Zip Code)

(812) 689-0791

(Registrant’s telephone number, including area code)

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		NRXS		NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If 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 to Section 7(a)(2)(B) of the Securities Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock outstanding as of June 30, 2025 was 9,858,716 shares.

TABLE OF CONTENTS

PART I		3

ITEM 1:	FINANCIAL STATEMENTS	3
	Condensed Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	3
	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)	4
	Condensed Statements of Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)	5
	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (Unaudited)	7
	Notes to Condensed Financial Statements (Unaudited)	8
ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	23
ITEM 3:	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	26
ITEM 4:	CONTROLS AND PROCEDURES	27

PART II		28

ITEM 1:	LEGAL PROCEEDINGS	28
ITEM 1A:	RISK FACTORS	28
ITEM 2:	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	29
ITEM 3:	DEFAULTS UPON SENIOR SECURITIES	29
ITEM 5:	OTHER INFORMATION	29
ITEM 6:	EXHIBITS	30
SIGNATURES		31

PART I

ITEM 1. FINANCIAL STATEMENTS

NeurAxis, Inc.

Condensed Balance Sheets

	June 30, 2025			December 31, 2024
	(Unaudited)
Assets

Current Assets:
Cash and cash equivalents	$	5,988,456		$	3,696,870
Accounts receivable, net of credit losses of $5,000 and $5,000 as of June 30, 2025 and December 31, 2024, respectively		128,518			244,618
Inventories, net of reserves of $17,195 and $4,454 as of June 30, 2025 and December 31, 2024, respectively		131,432			44,328
Prepaids and other current assets		370,325			280,367
Total current assets		6,618,731			4,266,183

Property and Equipment, at Cost:		484,815			464,402
Less - accumulated depreciation		(383,711	)		(374,420	)
Property and equipment, net		101,104			89,982

Other Assets:
Operating lease right of use asset, net		256,656			284,656
Intangible assets, net		91,345			96,588
Security deposit		20,163			20,163
Total Assets	$	7,087,999		$	4,757,572

Liabilities

Current Liabilities:
Accounts payable	$	464,518		$	596,946
Accrued expenses		1,652,788			1,577,780
Current portion of operating lease payable		69,165			62,754
Notes payable		121,433			154,152
Customer deposits		31,927			32,527
Warrant liabilities		7,454			9,166
Total current liabilities		2,347,285			2,433,325

Non-Current Liabilities:
Operating lease payable, net of current portion		219,880			256,499
Other non-current liabilities		267,540			—
Total non-current liabilities		487,420			256,499

Total liabilities		2,834,705			2,689,824

Commitments and Contingencies (see note 14)		—			—

Stockholders’ Equity
Convertible Series B Preferred stock, $0.01 par value; 5,000,000 shares authorized; 3,896,907 and 4,280,939 shares issued and outstanding as of June 30, 2025 and December 31, 2024		3,897			4,281
Common stock, $0.001 par value; 100,000,000 shares authorized; 9,858,716 and 6,990,227 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		9,859			6,990
Additional paid in capital		65,008,252			58,856,089
Accumulated deficit		(60,768,714	)		(56,799,612	)

Total stockholders’ equity		4,253,294			2,067,748

Total Liabilities and Stockholders’ Equity	$	7,087,999		$	4,757,572

The accompanying notes are an integral part of these unaudited condensed financial statements

NeurAxis, Inc.

Condensed Statements of Operations (Unaudited)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024

Net Sales	$	894,086		$	611,500		$	1,789,741		$	1,258,135
Cost of Goods Sold		146,643			73,458			286,118			148,539

Gross Profit		747,443			538,042			1,503,623			1,109,596

Selling Expenses		142,253			62,274			276,206			142,304
Research and Development		58,319			54,312			108,012			59,882
General and Administrative		2,264,729			2,628,288			5,132,360			4,946,362

Operating Loss		(1,717,858	)		(2,206,832	)		(4,012,955	)		(4,038,952	)

Other Income (Expense):
Financing charges		—			—			—			(230,824	)
Interest expense		(13,434	)		(80,697	)		(15,672	)		(107,257	)
Change in fair value of warrant liability		(119	)		7,576			1,712			(1,708	)
Amortization of debt discount and issuance cost		—			(63,817	)		—			(85,500	)
Other income		40,993			2,961			57,813			2,961
Other expense		—			(576,901	)					(577,081	)
Total other income (expense), net		27,440			(710,878	)		43,853			(999,409	)

Net Loss		(1,690,418	)		(2,917,710	)		(3,969,102	)		(5,038,361	)
Preferred stock dividends		(207,465	)		—			(421,008	)		—
Net Loss Available to Common Stockholders	$	(1,897,883	)	$	(2,917,710	)	$	(4,390,110	)	$	(5,038,361	)

Per-Share Data
Basic and diluted loss per share	$	(0.22	)	$	(0.42	)	$	(0.56	)	$	(0.73	)

Weighted Average Shares Outstanding
Basic and diluted		8,520,596			6,921,004			7,903,726			6,902,841

The accompanying notes are an integral part of these unaudited condensed financial statements

NeurAxis, Inc.

Condensed Statements of Stockholders’ Equity (Deficit) (Unaudited)


	For the Three and Six Months Ended June 30, 2024
	Convertible Series B Preferred Stock				Common Stock				Additional Paid In		Accumulated			Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balances at January 1, 2024		-	$	-		6,508,897	$	6,509	$	47,148,361	$	(48,558,111	)	$	(1,403,241	)
Warrants exercised		-		-		11,000		11		26,169		-			26,180
Additional paid in capital from warrants issued under advisory agreement		-		-		-		-		15,543		-			15,543
Additional paid in capital from warrants issued as debt discount		-		-		-		-		97,465		-			97,465
Common stock issued from agreements		-		-		75,000		75		200,175		-			200,250
Net loss		-

SEC Form 10-Q filed by Neuraxis Inc.