SEC Comment Letter 0000000000-23-008024 to Neuraxis, INC (NRXS) (CIK 0001933567) (NRXS)
Neuraxis, INC (NRXS) (CIK 0001933567)
Date: July 26, 2023 · CIK: 0001933567 · Accession: 0000000000-23-008024
AI Filing Summary & Sentiment
File numbers found in text: 333-269179
Letter
United States securities and exchange commission logo July 26, 2023 Brian Carrico Chief Executive Officer Neuraxis, Inc. 11550 N. Meridian Street, Suite 325 Carmel, IN 46032 Re:Neuraxis, Inc. Amendment No. 7 to Registration Statement on Form S-1 Filed July 21, 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 this comment, we may have additional comments. Amendment No. 7 to Form S-1 filed July 21, 2023 Cover Page 1.We note your statement on the cover page that the underwriter "is obligated to take and purchase all of the shares of common stock offered under this prospectus if any such shares are taken". We also note your statement on page 100 that the Selling Stockholder Shares "will not be sold through the underwriters" in the public offering. Please revise the cover page and your plan of distribution disclosure to reconcile these statements. We also note your statement on page 100 that the Selling Stockholder Shares may be resold "from time to time after the date of this prospectus". Please revise your disclosure to clearly state, if true, that selling shareholders may not commence their resale of shares until after the IPO closes. If this is not the case, please clarify and revise your disclosure accordingly. The timing of each offering should be clear and any related risks described.
FirstName LastNameBrian Carrico Comapany NameNeuraxis, Inc. July 26, 2023 Page 2 FirstName LastName Brian Carrico Neuraxis, Inc. July 26, 2023 Page 2 Please contact Cindy Polynice at 202-551-8707 or Laura Crotty at 202-551-3761 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Joe Lucosky, Esq.
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United States securities and exchange commission logo
July 26, 2023
Brian Carrico
Chief Executive Officer
Neuraxis, Inc.
11550 N. Meridian Street, Suite 325
Carmel, IN 46032
Re:Neuraxis, Inc.
Amendment No. 7 to Registration Statement on Form S-1
Filed July 21, 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 this comment, we may have additional comments.
Amendment No. 7 to Form S-1 filed July 21, 2023
Cover Page
1.We note your statement on the cover page that the underwriter "is obligated to take and
purchase all of the shares of common stock offered under this prospectus if any such
shares are taken". We also note your statement on page 100 that the Selling Stockholder
Shares "will not be sold through the underwriters" in the public offering. Please revise the
cover page and your plan of distribution disclosure to reconcile these statements. We also
note your statement on page 100 that the Selling Stockholder Shares may be resold "from
time to time after the date of this prospectus". Please revise your disclosure to clearly
state, if true, that selling shareholders may not commence their resale of shares until after
the IPO closes. If this is not the case, please clarify and revise your disclosure
accordingly. The timing of each offering should be clear and any related risks described.
FirstName LastNameBrian Carrico
Comapany NameNeuraxis, Inc.
July 26, 2023 Page 2
FirstName LastName
Brian Carrico
Neuraxis, Inc.
July 26, 2023
Page 2
Please contact Cindy Polynice at 202-551-8707 or Laura Crotty at 202-551-3761 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Joe Lucosky, Esq.