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SEC Comment Letter 0000000000-23-001478 to Neuraxis, INC (NRXS) (CIK 0001933567) (NRXS)

Neuraxis, INC (NRXS) (CIK 0001933567)
Date: Feb. 13, 2023 · CIK: 0001933567 · Accession: 0000000000-23-001478

AI Filing Summary & Sentiment

File numbers found in text: 333-269179

Date
February 13, 2023
Author
Not clearly detected
Form
UPLOAD
Company
Neuraxis, INC (NRXS) (CIK 0001933567)

Letter

United States securities and exchange commission logo February 13, 2023 Brian Carrico Chief Executive Officer Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 Re:Neuraxis, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed February 13, 2023 File No. 333-269179 Dear Brian Carrico: We have reviewed your amended registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 1, 2023 letter. Registration Statement on Form S-1 Amendment No. 3 filed February 13, 2023 Cover Page 1.Please revise the heading on your cover page which lists the securities to be registered to also list the shares of common stock issuable upon the exercise of the warrants. In this regard, we note your statements on page 8 that these underlying shares are also being registered pursuant to the registration statement.

FirstName LastNameBrian Carrico Comapany NameNeuraxis, Inc. February 13, 2023 Page 2 FirstName LastName Brian Carrico Neuraxis, Inc. February 13, 2023 Page 2 You may contact Gary Newberry at 202-551-3761 or Lynn Dicker at 202-551-3616 if you have questions regarding comments on the financial statements and related matters. Please contact Cindy Polynice at 202-551-8707 or Laura Crotty at 202-551-7614 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Tom Twedt

Show Raw Text
United States securities and exchange commission logo
February 13, 2023
Brian Carrico
Chief Executive Officer
Neuraxis, Inc.
11550 N. Meridian Street, Suite 325
Carmel, IN 46032
Re:Neuraxis, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed February 13, 2023
File No. 333-269179
Dear Brian Carrico:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 1, 2023 letter.
Registration Statement on Form S-1 Amendment No. 3 filed February 13, 2023
Cover Page
1.Please revise the heading on your cover page which lists the securities to be registered to
also list the shares of common stock issuable upon the exercise of the warrants. In this
regard, we note your statements on page 8 that these underlying shares are also being
registered pursuant to the registration statement.

 FirstName LastNameBrian  Carrico
 Comapany NameNeuraxis, Inc.
 February 13, 2023 Page 2
 FirstName LastName
Brian  Carrico
Neuraxis, Inc.
February 13, 2023
Page 2
            You may contact Gary Newberry at 202-551-3761 or Lynn Dicker at 202-551-3616 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Cindy Polynice at 202-551-8707 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Tom Twedt