v3.26.1
Common Stock and Warrants
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Common Stock and Warrants

9. Common Stock and Warrants

 

The Company has authorized 100,000,000 shares of common stock, of which 12,468,059 and 10,652,812 shares were issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.

 

On January 22, 2026, the Company issued 43,196 shares of common stock with a fair value of $199,995 to its Board of Directors for their services for the year ending December 31, 2026. The Company recorded $50,000 and $100,000 as general and administrative expense in the Condensed Statements of Operations for the three and six months ended June 30, 2026, respectively, and $99,995 as prepaids and other current assets in the Condensed Balance Sheets as of June 30, 2026.

 

On January 22, 2026, the Company issued another 43,196 shares of common stock with a fair value of $200,000 to its Board of Directors for their service during the year ended December 31, 2025. The Company recorded $50,000 and $100,000 as general and administrative expense in the Condensed Statements of Operations for the three and six months ended June 30, 2025, respectively.

 

On April 10, 2026, the Company’s Board of Directors declared a dividend on the Series B Preferred Stock. Holders of record of the Company’s Series B Preferred Stock as of the record date of April 21, 2026 received a stock dividend on April 28, 2026, of the Company’s par value $0.001 common stock for every share of Series B Preferred Stock. The Company issued 510,605 shares of common stock based on the 8.5% per annum cumulative dividend rate.

 

Additionally, during the six months ended June 30, 2026, the Company issued (i) 747,911 shares of common stock to investors pursuant to the 2025 At The Market Offering Agreement for gross proceeds of $5,061,018 with such shares registered pursuant to the Company’s effective Registration Statement on Form S-3 (File No. 333-283798), previously filed with the Securities and Exchange Commission (“SEC”) on December 13, 2024, and declared effective on February 11, 2025, and the related prospectus supplements filed with the SEC on August 29, 2025, October 23, 2025, and April 21, 2026, (ii) 396,626 common shares upon the exercise of warrants for gross proceeds of $943,970 (iii) 29,828 common shares pursuant to the 2022 Omnibus Securities and Incentive Plan and (iv) 43,885 common shares pursuant to the NeurAxis Inc. 2025 Employee Stock Purchase Plan for gross proceeds of $86,015.

 

During the six months ended June 30, 2025, the Company issued (i) 39,471 shares of common stock with a fair value of $112,493 to its Board of Directors for their service from April 1, 2024 through December 31, 2024, which was recorded as general and administrative expense in the Condensed Statements of Operations (ii) 186,166 shares of common stock to an investor in exchange for 502,647 warrants in a cashless exercise transaction with $186 reclassified from additional paid in capital to common stock in the Condensed Statements of Stockholders’ Equity (iii) 720,359 common shares upon the exercise of warrants for gross proceeds of $1,002,991 (iv) 384,032 common shares to certain investors upon conversion of an equivalent amount of Series B Preferred Stock and (v) 1,538,461 common shares pursuant to a securities purchase agreement with certain institutional investors for gross proceeds of $4,999,999 offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-283798) which was declared effective by the Securities and Exchange Commission on February 11, 2025, a base prospectus dated February 11, 2025 and a prospectus supplement dated May 20, 2025.

 

 

The following is a summary of warrant activity for common stock during the six months ended June 30, 2026 and year ended December 31, 2025:

 

   Number of   Weighted-Avg.   Weighted-Avg. 
   Warrants for   Exercise   Remaining 
   Common Stock   Price   Contractual Life 
Outstanding as of January 1, 2025   2,642,530   $2.41    2.93 
Exercised   (1,263,006)   1.82    2.12 
Outstanding as of December 31, 2025   1,379,524    2.44    2.26 
Exercised   (396,626)   2.38    1.93 
Outstanding as of June 30, 2026   982,898   $2.46    1.79 

 

The following table summarizes the Company’s warrants outstanding and exercisable as of June 30, 2026:

 

   Number of        
   Warrants   Exercise   Expiration
   Outstanding   Price   Date
Investor Warrant   12,852   $8.76   September 18, 2028
2022 Convertible Notes   134,504   $2.38   Various in 2027
2023 Convertible Notes   742,510   $2.38   Various in 2028
Underwriter Warrants   16,520   $2.38   August 8, 2028
Advisory Agreement Warrants   76,512   $2.38   Various in 2029
    982,898