Commitments and Contingencies |
6 Months Ended |
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Jun. 30, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | 15. Commitments and Contingencies
Manufacturing Services Agreement
The Company is party to two separate manufacturing services agreements for the manufacture and supply of the Company’s IB-Stim and RED devices based on the Company’s product specifications that expire in March and August, 2027, respectively, and automatically renew annually unless either party provides a written termination notice to the other party within 180 days prior to the end of the then-current term. The Company’s IB-Stim and RED devices are manufactured in Indiana and Michigan, respectively. The Company provides the necessary equipment to the manufacturers and retains ownership. The manufacturers bear the risk of loss of and damage to the equipment and consigned materials. Performance under the agreement is initiated by orders issued by the Company and accepted by the manufacturers. The Company also entered into quality agreements with the manufacturers to perform quality assurance services on product provided by the Company.
Executive Employment Agreements
The Company, as authorized by the board of directors, entered into employment agreements with certain employees to provide incentives to improve shareholder value and to contribute to the growth and financial success of the Company. The agreements had an employment start date of October 1, 2022, with initial terms from two to five years and optional one-year renewals.
There are nine key employees and two non-employees that have stock options of the Company totaling shares. These key employees have a provision in their agreements whereas the Company will pay a special bonus equal to the aggregate of the strike price or exercise price of all their stock options plus a tax gross-up payment. The special bonus shall be paid in twenty percent (20%) installments starting January 2, 2024, and the same date each of the next four years. As a condition of the payment, the key employee must exercise at least 20% of their stated number of stock options. There are additional provisions to cover termination and change of control events. None of the key employees have exercised any of the stock options as of June 30, 2026.
On April 9, 2026, the Company’s Board of Directors approved the cancelation of stock options issued under the 2017 Innovative Health Solutions, Inc. Stock Compensation Plan and the grant of an equivalent amount of RSUs with immediate vesting under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan with shareholder approval received on June 10, 2026. The stock option cancelation and RSU grant will be treated as a modification under ASC 718, Compensation—Stock Compensation, whereby the Company will recognize incremental compensation cost as the excess of the fair value of the granted RSUs over the fair value of the stock options upon the exchange which occurred on July 24, 2026. The Company estimates (i) $ of incremental stock compensation expense will be recorded upon execution of the stock option cancellation and RSU grant agreements and (ii) $3,000,000 of cash taxes paid related to net share issuance of the RSUs.
Threatened Litigation
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of the date of issuance, other than those described below and in note 14, there were no pending or threatened legal proceedings that could reasonably be expected to have a material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party to the Company or has a material interest adverse to the Company’s interest. Legal fees are expensed as incurred.
In January 2024, Dr. Arturo Taca served notice to the Company of claims asserting an interest in U.S. Patent No. 10,413,719 and seeking compensation of approximately $2,000,000 based on his alleged contributions to certain neurostimulation technology. The Company disputes both the asserted ownership interest and the related compensation claim and intends to defend the matter vigorously. The Company does not believe that a material loss is probable, and accordingly, no liability has been recorded as of June 30, 2026. Because the matter remains in its early stages, the ultimate outcome cannot be predicted.
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