Masimo Corp - Aug 8, 2023 Form 3 Insider Report for Neuraxis, INC (NRXS)

Role: 10%+ Owner
Signature: /s/ Micah Young, Executive Vice President & Chief Financial Officer, Masimo Corporation
Stock symbol: NRXS
Transactions as of: Aug 8, 2023
Transactions value $: $0
Form type: 3
Date filed: 8/8/2023, 09:17 PM
Next filing: Aug 10, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	NRXS	Series A Preferred Stock							Aug 8, 2023	Common Stock	532K		Direct	F1
holding	NRXS	Pre-Funded Warrant, Series A Preferred Stock (Right to Buy)							Aug 8, 2023	Series A Preferred Stock	145K	$0.00	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each one share of Series A Preferred Stock is convertible at any time, at the holder's election, into two shares of the Issuer's Common Stock and will convert automatically upon the Issuer's consummation of an initial public offering. The Series A Preferred Stock has no expiration date.
F2	The Prefunded Warrant to Purchase Series A Preferred Stock (the "Warrant") is currently exercisable and has no expiration date. Upon the Issuer's consummation of an initial public offering, the Warrant shall become exercisable for such number of shares of the Issuer's Common Stock into which the shares of Series A Preferred Stock issuable upon exercise thereof would have been converted had such shares of Series A Preferred Stock been outstanding on the date of such conversion, and the exercise prices shall equal the exercise price in effect as of immediately prior to such conversion divided by the number of shares of the Issuer's Common Stock into which one share of Series A Preferred Stock would have been converted.

Content

Each one share of Series A Preferred Stock is convertible at any time, at the holder's election, into two shares of the Issuer's Common Stock and will convert automatically upon the Issuer's consummation of an initial public offering. The Series A Preferred Stock has no expiration date.

The Prefunded Warrant to Purchase Series A Preferred Stock (the "Warrant") is currently exercisable and has no expiration date. Upon the Issuer's consummation of an initial public offering, the Warrant shall become exercisable for such number of shares of the Issuer's Common Stock into which the shares of Series A Preferred Stock issuable upon exercise thereof would have been converted had such shares of Series A Preferred Stock been outstanding on the date of such conversion, and the exercise prices shall equal the exercise price in effect as of immediately prior to such conversion divided by the number of shares of the Issuer's Common Stock into which one share of Series A Preferred Stock would have been converted.