SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
08/11/2023
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3. Issuer Name and Ticker or Trading Symbol
Neuraxis, INC
[ NRX ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
492,977 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Warrant (right to purchase) |
09/18/2018 |
09/18/2028 |
Common Stock |
12,852 |
4.38 |
D |
|
| Warrant (right to purchase) |
09/06/2019 |
09/06/2029 |
Common Stock |
40,000 |
0.005 |
D |
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| Explanation of Responses: |
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/s/ Griffin D. Foster, Attorney-in-fact for Brian P. Hannasch (power of attorney filed herewith) |
12/13/2023 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
I, Brian P. Hannasch, hereby authorize
and designate each of J. Jeffrey Brown, Griffin D.
Foster, Amra Hoso and RoxAnn D. Mack signing singly,
as my true and lawful attorney-in-fact to:
(1) prepare and execute for and on my
behalf, a Form ID and Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and the
rules and regulations promulgated thereunder and
other forms or reports on my behalf as may be
required to be filed in connection with my ownership,
acquisition, or disposition of securities of
Neuraxis, Inc. (the "Company"), including Form 144;
(2) do and perform any and all acts for and
on my behalf that may be necessary or desirable to
complete and execute any such Form ID, Form 3, 4
or 5 or Form 144, and any amendments to any of
the foregoing, and timely file any such form with
the Securities and Exchange Commission and any
stock exchange or similar authority; and
(3) take any other action of any type
whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be to
my benefit, in my best interest, or legally required
of me, it being understood that the statements
executed by such attorney-in-fact on my behalf
pursuant to this Power of Attorney shall be in
such form and shall contain such terms and
conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.
I hereby further grant to each such
attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as
I might or could do if personally present, with
full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-
in-fact, or such attorney-in-fact's substitute
or substitutes, shall lawfully do or cause to
be done by virtue of this Power of Attorney
and the rights and powers herein granted.
I hereby acknowledge that the foregoing
attorneys-in-fact, in serving in such capacity
at my request, are not assuming, nor is the
Company assuming, any of my responsibilities to
comply with Section 16 of the Exchange Act
or Rule 144 under the Securities Act of
1933, as amended (the "Securities Act").
This Power of Attorney shall remain
in full force and effect until I am no longer
required to file Form ID or Forms 3, 4 and 5
or Form 144 with respect to my holdings of and
transactions in securities issued by the Company,
unless earlier revoked by me in a signed writing
delivered to the foregoing attorneys-in-fact.
Notwithstanding the foregoing, if any such
attorney-in-fact hereafter ceases to be at
least one of the following: (i) an employee
of the Company, or (ii) a partner or employee
of Faegre Drinker Biddle & Reath LLP,
then this Power of Attorney shall be
automatically revoked solely as to such
individual, immediately upon such cessation,
without any further action on my part.
I hereby revoke all previous Powers of
Attorney that have been granted by me in
connection with my reporting obligations,
if any, under Section 16 of the Exchange Act
and Rule 144 under the Securities Act with
respect to my holdings of and transactions
in securities issued by the Company.
IN WITNESS WHEREOF, I have caused
this Power of Attorney to be duly executed
as of this 13th day of December, 2023.
/s/ Brian P. Hannasch
Name: Brian P. Hannasch
