Neuraxis Inc美股招股说明书(2026-08-06版)

1,923,194 Shares of Common StockOffered by the Selling Stockholders This prospectus relates to the resale by the selling stockholders (the “Selling Stockholders”) named in this prospectus from time totime in one or more offerings of up to an aggregate of 1,923,194 shares of common stock. The 1,923,194 shares of common stockoffered by the Selling Stockholders are defined herein as the “Selling Stockholder Shares.” The Selling Stockholders may sell the common stock at market prices prevailing at the times of sale, prices related to the prevailingmarket prices or negotiated prices. The Selling Stockholders may offer our common stock to or through underwriters, dealers or otheragents, directly to investors or through any other manner permitted by law, on a continued or delayed basis. We will bear all costs,expenses and fees in connection with the registration of the securities offered by this prospectus, and the Selling Stockholders will bearall incremental selling expenses, including commissions and discounts, brokerage fees and other similar selling expenses they incur insale of the securities. See “Plan of Distribution”. We will not receive any proceeds from the sale of any securities by the Selling Stockholders. The registration of the securities coveredby this prospectus does not necessarily mean that any of these securities will be offered or sold by the Selling Stockholders. The timingand amount of any sale of the Selling Stockholder Shares is within the Selling Stockholders’ sole discretion, subject to certainrestrictions. To the extent that such Selling Stockholders sell any securities, such holder may be required to provide you with thisprospectus identifying and containing specific information about the Selling Stockholders and the terms of the securities being offered. The Selling Stockholders and intermediaries through whom the securities are sold may be deemed “underwriters” within the meaningof the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities offered hereby, and any profits realizedor commissions received may be deemed underwriting compensation. Our common stock is listed on the NYSE American under the symbol “NRXS”. On August 3, 2026, the closing price of our commonstock on the NYSE American was $6.59 per share. We are an “emerging growth company” under applicable Securities and Exchange Commission rules and are subject to reduced publiccompany reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 2 of this prospectus. You shouldcarefully consider these risk factors, as well as the information contained in this prospectus, before purchasing any of thesecurities offered by this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Prospectus dated August 3, 2026 TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiTHE COMPANY1RISK FACTORS2USE OF PROCEEDS3SELLING STOCKHOLDERS4PLAN OF DISTRIBUTION7LEGAL MATTERS9EXPERTS9WHERE YOU CAN FIND MORE INFORMATION9INCORPORATION OF CERTAIN INFORMATION BY REFERENCE9i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC. Underthis registration process, the Selling Stockholders may, from time to time, sell up to 1,923,194 shares of common stock as described inthis prospectus. This prospectus provides you with a general description of the shares the Selling Stockholders may offer. A prospectus supplementmay also add, update or change information contained in this prospectus. To the extent that any statement made in an accompanyingprospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemedmodified or superseded by those made in the accompanying prospectus supplement. Before purchasing any securities, you shouldcarefully read both this prospectus and the applicable prospectus supplement, together with the additional information described underthe headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” Neither we nor the Selling Stockholders have authorized any other person to provide you with different information. If anyoneprovides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these securities inany jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and theapplicable prospectus supplement to this prospectus is accurate as of the date on its respective cover, and that any informationincorporated by reference is accurate only as of the date of the document incorporated by refe