SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MASIMO CORP

(Last)

(First)

(Middle)

52 DISCOVERY

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2023

3. Issuer Name and Ticker or Trading Symbol
Neuraxis, INC [ NRXS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	531,548⁽¹⁾	⁽¹⁾	D
Pre-Funded Warrant, Series A Preferred Stock (Right to Buy)	⁽²⁾	⁽²⁾	Series A Preferred Stock⁽¹⁾⁽²⁾	144,890⁽¹⁾	$0.0001	D

Explanation of Responses:

1. 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.

2. 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.

Remarks:

	/s/ Micah Young, Executive Vice President & Chief Financial Officer, Masimo Corporation	08/08/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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