Neuraxis Inc美股招股说明书(2025-10-23版)

NEURAXIS, INC. Up to $6,270,000 Shares of Common Stock This prospectus supplement amends, supplements and supersedes certain information contained in the prospectus supplement datedAugust 29, 2025 and its accompanying prospectus dated February 11, 2025 (collectively, the “Existing Prospectus”), relating to theoffer and sale of shares of our common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price ofup to $6,270,000 through Craig-Hallum Capital Group LLC (the “Sales Agent” or “Craig-Hallum”), as sales agent, in “at-the market-offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, pursuant to the At the MarketOffering Agreement with Craig-Hallum dated as of August 29, 2025 (the “Sales Agreement”). This prospectus supplement should beread in conjunction with the Existing Prospectus and is qualified by reference thereto, except to the extent that the information hereinamends or supersedes the information contained in the Existing Prospectus. This prospectus supplement is not complete, without, andmay only be delivered or utilized in connection with, the Existing Prospectus, and any future amendments or supplements thereto. From August 29, 2025 through October 23, 2025 we have not sold any securities pursuant to the Sales Agreement. On a preliminary unaudited basis, we expect our cash and cash equivalents to be approximately $4.4 million as of September 30, 2025.On a preliminary unaudited basis, we expect our net sales to be approximately $0.8 million, our gross profits to be approximately $0.7million, and our operating loss to be approximately $2.1 million, for the three months ended September 30, 2025. On a preliminaryunaudited basis, we expect our net sales for the nine months ended September 30, 2025 to be approximately $2.6 million as comparedto approximately $1.9 million for the nine months ended September 30, 2024. As we complete our quarter-end financial statementclose process and finalize our financial statements and accompanying notes for the three and nine months ended September 30, 2025,we will be required to make significant judgments in a number of areas that may result in the estimates provided herein being differentthan the final reported amounts. These preliminary estimates have been prepared by and are the responsibility of our management. Our independent registered publicaccounting firm has not audited, reviewed or performed any procedures with respect to these preliminary estimates or the accountingtreatment thereof and does not express an opinion or any other form of assurance with respect thereto. We expect to complete ourfinancial statements for the three and nine months ended September 30, 2025 subsequent to the filing of this prospectus supplement. Itis possible that we or our independent registered public accounting firm may identify items that require us to make adjustments tothese preliminary estimates and those changes could be material. Accordingly, undue reliance should not be placed on thesepreliminary estimates. The preliminary estimates are not necessarily indicative of any future period and should be read together withthe risk factors incorporated by reference into this prospectus supplement. As of October 23, 2025, the aggregate market value of our outstanding Common Stock held by non-affiliates (“public float”),calculated for purposes of General Instruction I.B.6 of Form S-3, was approximately $33,817,486, based on 9,986,294 shares ofoutstanding Common Stock as of October 23, 2025, of which 1,133,549 shares of Common Stock were held by affiliates, and a priceof $3.82 per share, which was the price at which our Common Stock was last sold on the NYSE American on October 23, 2025 (thehighest closing sale price within the sixty days prior to the date of this filing). Pursuant to General Instruction I.B.6 of Form S-3, in noevent will we sell our Common Stock in a public primary offering with a value exceeding more than one-third of our public float inany 12-month period so long as our public float remains below $75,000,000. We have sold $4,999,998 of securities pursuant toGeneral Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this filing. We are filing this prospectus supplement to amend the Existing Prospectus to update the amount of shares of Common Stock we areeligible to sell under our registration statement on Form S-3 under General Instruction I.B.6 and the Sales Agreement. Pursuant to thisprospectus supplement, we are increasing the amount of shares of Common Stock we may offer and sell under the Sales Agreement toan aggregate offering price of up to $6,270,000 from time to time through Craig-Hallum. Our Common Stock is listed on the NYSE American under the symbol “NRXS”. On October 23, 2025, the closing price of theCommon Stock on the NYSE American was $3.82 per share. Investing in our Common Stock involves a high deg