UNDERWRITING AGREEMENT between NEURAXIS, INC. (the “Company”) and ALEXANDER CAPITAL, L.P. (the “Representative”) NEURAXIS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • New York
COMMON STOCK PURCHASE WARRANT NEURAXIS, INC.Common Stock Purchase • February 13th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, _____ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2028 (the “Termination Date”) but not thereafter, to purchase from NEURAXIS, INC., a Delaware corporation (the “Company”), up to [__] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant
APPENDIX C FORM OF WARRANTNeuraxis, INC • June 1st, 2023 • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,___________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date set forth hereinabove (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February ___, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neuraxis, Inc., a Delaware corporation (the “Company”), up to the Initial Warrant Number of Shares (as hereinafter defined) of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON SHARE PURCHASE WARRANT Neuraxis, Inc.Common Share Purchase Warrant • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Delaware
This COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance by Neuraxis, Inc., a corporation organized under the laws of the State of Indiana (the “Company”), to Leonite Fund I, LP, a limited partnership organized under the laws of the State of Delaware (including any permitted and registered assigns, each referred to hereinafter as “Holder”), of the senior secured convertible promissory note of even date herewith (the “Note”), Holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company, the number of the Company’s common shares noted above (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant), at the Exercise Price (defined below) per share then in effect. This Warrant is issued by the Company as of the date he
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 1st, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Arizona
This Securities Purchase Agreement (this “Agreement”) is dated as of February ___, 2023 between NEURAXIS, INC., a Delaware corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2024 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Florida
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February [ ], 2024 between by and between Neuraxis, Inc., a Delaware corporation (the “Company”) and [the Investor], a [State] [Individual] [Entity] (“Investor”).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 13th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of February ____, 2023 (the “Issuance Date”) between Neuraxis, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Vstock Transfer LLC (the “Warrant Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February ___, 2023 (this “Agreement”), is by and among Neuraxis, Inc., a Delaware corporation (“Company”), and each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, “Investors”). Except as otherwise specified herein or in the Purchase Agreement (defined below), all capitalized terms used in this Agreement are defined in Exhibit B attached hereto.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Indiana
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 9, 2022 (the “Effective Date”) by and between NeurAxis, Inc., a Delaware corporation, (the “Company” or “NeurAxis”) and Christopher R. Brown, an individual (“Executive”). Each of the Company and Executive may be referred to herein as a “Party” or collectively as the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Delaware
This Securities Purchase Agreement (the “Agreement”) is made as of December 19, 2022, by and among Neuraxis, Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
First AMENDMENT TO Executive Employment AGREEMENTExecutive Employment Agreement • June 1st, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is executed effective the 4th day of May, 2023 by and between NeurAxis, Inc (f/k/a Innovative Health Solutions, Inc.), a Delaware corporation (the “Company”) and Thomas J. Carrico, an individual (“Executive”). Each of the Company and Executive may be referred to herein as a “Party” or collectively as the “Parties”.
ContractNeuraxis, INC • March 28th, 2024 • Electromedical & electrotherapeutic apparatus • Florida
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Delaware
This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into on June 3, 2022, by Neuraxis, Inc., a corporation organized under the laws of the State of Indiana (the “Debtor”), in favor of LEONITE FUND I, LP, a limited partnership organized under the laws of the State of Delaware, and its permitted endorsees, transferees and assigns, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Purchasers (as defined below), party to the Securities Purchase Agreement, dated as of June 3, 2022 (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
FORM OF SECURITY AGREEMENTForm of Security Agreement • June 1st, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
This SECURITY AGREEMENT, dated as of February ___, 2023 (this “Agreement”), is among Neuraxis, Inc., a Delaware corporation (the “Company” or “Debtor”) and the holder(s) of the Company’s 10% original issue discount senior secured convertible notes in the aggregate original principal amount of up to $6,666,666.67 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (each holder a “Secured Party,” and collectively, the “Secured Parties”). Each of the Company, and the Secured Parties are a “party” to this Agreement, and one or more of them are the “parties” hereto as the context may require.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Indiana
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), is made as of the 6th day of September, 2019, by and between INNOVATIVE HEALTH SOLUTIONS, INC., an Indiana corporation (the “Company”), and the investor listed on Schedule A (“Investor”).
APPENDIX B FORM OF SENIOR SECURED CONVERTIBLE NOTE]Neuraxis, INC • June 1st, 2023 • Electromedical & electrotherapeutic apparatus • Arizona
THIS SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Neuraxis, Inc., a Delaware corporation (the “Company”), designated as its Senior Secured Convertible Note reflecting a 10% original issue discount (this note, this “Note” and, collectively with the other notes of such series, the “Notes”). This Note carries such original issue discount as indicated hereinabove.
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2024 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated effective as of February 12, 2024 (the “Amendment Effective Date”), by and between Neuraxis, Inc., a Delaware corporation (the “Company”) and Flagstaff International, LLC, a Delaware limited liability company (“Investor”). (the “Investor,” and together with the Company, the “Parties”).
FORM OF WARRANTNeuraxis, INC • January 10th, 2023 • Electromedical & electrotherapeutic apparatus • Indiana
THIS WARRANT HAS BEEN ACQUIRED BY THE HOLDER SOLELY FOR ITS OWN ACCOUNT FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICABLE STATE SECURITIES LAWS. THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Florida
This Securities Purchase Agreement (this “Agreement”), dated as of November 8, 2023, is entered into by and between Neuraxis, Inc., a Delaware corporation (the “Company”) and Flagstaff International, LLC, a Delaware limited liability company (“Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 28th, 2024 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Florida
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 21, 2024 between by and between Neuraxis, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, an “Investor” and, collectively, the “Investors”).
ContractNeuraxis, INC • January 10th, 2023 • Electromedical & electrotherapeutic apparatus • Indiana
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Delaware
This LICENSE AND COLLABORATION AGREEMENT is entered into as of April 9, 2020 (“Effective Date”), by and between Innovative Health Solutions, Inc., a corporation organized under the laws of the State of Indiana with principal offices at 829 S. Adams Street, Versailles, IN 47042 (“Licensor”) and Masimo Corporation, a corporation organized under the laws of Delaware with principal offices at 52 Discovery, Irvine, CA 92618 (“Licensee”) (this “Agreement”). Licensor and Licensee are each sometimes referred to individually herein as a “Party” and collectively as the “Parties”.
First AMENDMENT TO Executive Employment AGREEMENTExecutive Employment Agreement • June 1st, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is executed effective the 4th day of May, 2023 by and between NeurAxis, Inc (f/k/a Innovative Health Solutions, Inc.), a Delaware corporation (the “Company”) and Gary Peterson, an individual (“Executive”). Each of the Company and Executive may be referred to herein as a “Party” or collectively as the “Parties”.
Ladies and Gentlemen, This letter agreement (this “Agreement”) is entered into by and between Innovative Health Solutions, Inc., an Indiana corporation (the “Company”) and Masimo Corporation (“Masimo”) in connection with Masimo’s purchase of shares of...Letter Agreement • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Delaware
As a material inducement to Masimo to invest in the Company, the Company hereby agrees that, in addition to any and all other rights provided to Masimo pursuant to the Purchase Agreement, the Warrant and that certain Amended and Restated Shareholders’ Agreement of the Company, dated as of October 12, 2017, by and among the Company and the shareholders of the Company named therein, as amended by that certain First Amendment to Shareholders’ Agreement, effective as of January 30, 2019 (as may be amended or restated from time to time, the “Shareholders’ Agreement”), Masimo will be entitled to the following contractual rights:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2024 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Florida
This Securities Purchase Agreement (this “Agreement”), dated as of February [ ], 2024, is entered into by and between Neuraxis, Inc., a Delaware corporation (the “Company”) and [the Investor], a [State] [Individual] [Entity] (“Investor”).
ContractNeuraxis, INC • May 28th, 2024 • Electromedical & electrotherapeutic apparatus • Florida
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SECURITIES PURCHASE AGREEMENT among NEURAXIS, INC. and The Investors Named Herein dated as of May 21, 2024Securities Purchase Agreement • May 28th, 2024 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Florida
This Securities Purchase Agreement (this “Agreement”), dated as of May 21, 2024, is entered into by and between Neuraxis, Inc., a Delaware corporation (the “Company”) and the investors named on the signatory pages hereto (each an “Investor” and collectively, the “Investors”).
Second AMENDMENT TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
THIS SECOND AMENDMENT TO SHAREHOLDERS’ AGREEMENT (this “Amendment”) is executed effective the 8th day of January, 2023 (the “Effective Date”) by and among NeurAxis, Inc., a Delaware corporation (f/k/a Innovative Health Solutions, Inc.) (the “Corporation”), all members of the Board of Directors of the Corporation (collectively, the “Board”, and each member of the Board a “Director”), and the undersigned shareholders of the Corporation (the “Shareholders”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Indiana
This License Agreement (“Agreement”) is entered into by and between Innovative Health Solutions, Inc., a Domestic For-Profit Corporation existing under the laws of the State of Indiana, having a place of business at 829 South Adams Street, Versailles, IN, 47042 (“Licensee”) and TKBMN, LLC, a Limited Liability Company existing under the laws of the State of Indiana, having a place of business at 13213 West County Line Road, Moores Hill, IN 47032 (“Licensor”), (collectively the “Parties”).
First AMENDMENT TO Executive Employment AGREEMENTExecutive Employment Agreement • June 1st, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is executed effective the 4th day of May, 2023 by and between NeurAxis, Inc (f/k/a Innovative Health Solutions, Inc.), a Delaware corporation (the “Company”) and Christopher R. Brown, an individual (“Executive”). Each of the Company and Executive may be referred to herein as a “Party” or collectively as the “Parties”.
SIDE LETTERSide Letter • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
This letter agreement (“Side Letter”) is entered into by and between NeurAxis, Inc., formerly Innovative Health Solutions, Inc. (the “Company”), and Masimo Corporation (“Masimo”) as of the date written above. Reference is made to that certain letter agreement by and between the Company and Masimo dated April 9, 2020 (the “Investment Letter Agreement”). Capitalized terms not defined herein shall have, unless otherwise indicated, the meanings ascribed to such terms in the Investment Letter Agreement.
THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 28th, 2024 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
This THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated effective as of March 22 , 2024 (the “Amendment Effective Date”), by and between Neuraxis, Inc., a Delaware corporation (the “Company”) and Flagstaff International, LLC, a Delaware limited liability company (“Investor”). (the “Investor,” and together with the Company, the “Parties”).
