Not independent
Tenure on this board
2.8 yrs
6 nominees · 5 ballot items.
Stockholders will vote to elect six directors; ratify the independent auditor; approve an amendment to the 2022 Omnibus Securities and Incentive Plan to increase the share reserve and extend the evergreen period; approve the 2025 Employee Stock Purchase Plan; and authorize adjournment of the meeting if necessary to solicit additional proxies.
Elect six directors to serve until the next annual meeting or until their successors are duly elected and qualified.
Ratify the Board’s appointment of Rosenberg Rich Baker Berman, P.A. (RRBB) as the Company’s independent registered public accounting firm for fiscal year 2026.
Approve an amendment to the 2022 Plan to increase the aggregate number of shares authorized for issuance from 1,482,152 to 3,400,000 and to amend the annual evergreen increase provision to provide for annual increases beginning January 1, 2027 and ending on and including January 1, 2033 (instead of ending January 1, 2031).
This management proposal requests shareholder approval to amend the company’s 2022 Omnibus Securities and Incentive Plan to increase the total share reserve from 1,482,152 to 3,400,000 shares and to extend the plan’s annual evergreen increases to run from January 1, 2027 through January 1, 2033 (instead of ending in 2031). Management and the Compensation Committee state the amendment is necessary to accommodate issuing restricted stock units (RSUs) in exchange for the cancellation of 1,319,394 options outstanding under a legacy 2017 plan that does not permit RSUs, and to maintain a sufficient share reserve for future awards to attract, retain and motivate employees, consultants, and directors. The Board approved the amendment subject to shareholder approval; if approved it becomes effective on the day of the Annual Meeting. From a governance perspective the proposal directly increases potential dilution to existing shareholders and extends the period during which the share reserve can grow via the evergreen formula (up to 5% of outstanding shares annually, subject to Board limits), which may concern investors focused on dilution and equity compensation expense. Management’s rationale emphasizes operational needs to convert option awards and to preserve recruiting and retention flexibility; the Compensation Committee explicitly recommended the exchange and the amendment. Key metrics in the filing show a limited number of shares remain available under the current plan (62,791) and a large number of outstanding awards and options exist, which contextualizes the need claimed by management. Investors evaluating the proposal should weigh the trade-off between the dilution and aggregate compensation cost implied by the expanded reserve and the potential benefit of aligning employee incentives with long-term value creation; consider the size of the requested increase relative to total outstanding shares; and assess whether the plan includes appropriate shareholder protections (e.g., limits on annual increases, committee administration, anti-dilution adjustments and required shareholder approval for adverse amendments). The Board recommends a vote FOR, citing the exchange of legacy option awards and the importance of maintaining an equity pool for future grants; shareholders may seek further disclosure on expected issuance timing, modeled dilution, and performance-based vesting to mitigate dilution concerns prior to supporting the amendment.
Approve the 2025 Employee Stock Purchase Plan (ESPP) to allow eligible employees to purchase up to 100,000 shares (with automatic annual increases) at a 15% discount and to obtain shareholder approval required for Section 423 qualification.
This management proposal asks shareholders to approve the Neuraxis 2025 Employee Stock Purchase Plan to ensure the plan qualifies under Internal Revenue Code Section 423 and thus permit eligible employees to purchase stock at a 15% discount via payroll deductions. Management emphasizes that shareholder approval must be obtained within 12 months of the plan’s effective date (July 1, 2025) or the ongoing offering period will be terminated and participant contributions returned, creating operational disruption and employee dissatisfaction. The ESPP reserves 100,000 shares initially with an automatic annual increase mechanism (subject to Board adjustment) to support ongoing employee participation; the plan contains standard Section 423 eligibility limits (10% ownership cap and $25,000 annual limit). Board approval is recommended to preserve the tax-qualified status and to support employee ownership as a retention and recruitment tool; absent approval the program cannot continue in its current tax-advantaged form. From a shareholder perspective the proposal implies modest dilution relative to the company’s total outstanding shares but creates recurring potential increases via the annual formula; investors should weigh the retention benefits versus incremental dilution and monitor whether participation, discount and share reserve levels are appropriate. The ESPP includes administrative governance (Compensation Committee administration, offering period controls, and Board discretion over annual increases), which mitigates some governance concerns, but shareholders may request reporting on plan uptake, modeled dilution and expected future increases. The Board recommends a vote FOR this proposal; supporting it maintains the company’s ability to offer a competitive, tax-advantaged employee benefit that aligns employee interests with shareholders while preserving flexibility through Board oversight.
Authorize the Company to adjourn the Annual Meeting, if necessary or advisable, to solicit additional proxies in the event there are not sufficient votes to approve the proposals.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AIGH Capital Management LLC | 2.40% | 297,440 | $2M |
| 2 | Rosalind Advisors, Inc. | 2.31% | 286,138 | $2M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 1.82% | 225,867 | $2M |
| 4 | MONEY CONCEPTS CAPITAL CORP | 1.82% | 225,555 | $2M |
| 5 | Panoramic Capital, LLC | 1.53% | 190,000 | $1M |
| 6 | PARSONS CAPITAL MANAGEMENT INC/RI | 0.94% | 116,726 | $864K |
| 7 | AIGH Capital Management LLC | 0.83% | 102,560 | $759K |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 0.62% | 76,954 | $569K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.60% | 74,637 | $553K |
| 10 | MARSHALL WACE, LLP | 0.56% | 69,139 | $512K |
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