11. Stock-Based Compensation

Restricted Stock Units

Pursuant to the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan, the Company initiated grants of restricted stock units (“RSUs”) to certain employees as follows:

 Schedule of Restricted Stock Units 

The RSUs granted during the three months ended March 31, 2026 are subject to a pro rata annual vesting period over 3 years whereas the RSUs granted during the three months ended March 31, 2025 are subject to a three-year cliff vesting period. The RSUs are payable in shares of the Company’s common stock and fully vest upon (i) death or disability or (ii) change of control. Dividend equivalents accrue on RSUs and are paid upon vesting; there were no accrued dividends on unvested RSUs as of March 31, 2026.

Total stock-based compensation expense related to RSUs is classified in the Company’s Condensed Statements of Operations as general and administrative expense and amounted to $329,434 and $105,811 for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, total unrecognized stock-compensation expense relating to unvested stock awards granted under the Company’s share-based compensation plans amounted to $2,864,172.

Stock Options

The following is a summary of the Company’s outstanding stock options as of March 31, 2026 and December 31, 2025:

 Schedule of Stock Option Activity

There was no stock-based compensation expense related to stock options recorded for the three months ended March 31, 2026 and 2025.

Employee Stock Purchase Plan

On July 1, 2025, the Compensation Committee of the Board of Directors (“Board”) of the Company adopted the NeurAxis, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”), effective as of the same date and subject to Shareholder approval by July 1, 2026. The purpose of the ESPP is to provide eligible employees an opportunity to acquire common stock of the Company at a 15% discount using payroll deductions. The maximum number of shares of the Company’s common stock that may be issued under the ESPP is 100,000, subject to an annual increase on January 1st of each year from 2026 through 2035 by the lesser of (i) 1% of the Company’s outstanding capital stock as of the prior December 31st or (ii) 100,000 shares. The Board may reduce or eliminate this annual increase before February 1st of any given year. Total stock-based compensation expense includes $37,329 and $0 relating to the ESPP for the three months ended March 31, 2026 and 2025, respectively. Employee withholdings of $96,604 and $13,611 are included in accounts payable in the Condensed Balance Sheets as of March 31, 2026 and December 31, 2025, respectively.