Sec Form 3 Filing - MASIMO CORP @ Neuraxis, INC - 2023-08-08

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MASIMO CORP 2. Issuer Name and Ticker or Trading Symbol Neuraxis, INC [ NRXS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 52 DISCOVERY 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2023 (Street) IRVINE, CA92618 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 531,548 ( 1 ) D Pre-Funded Warrant, Series A Preferred Stock (Right to Buy) $ 0.0001 ( 2 ) ( 2 ) Series A Preferred Stock ( 1 ) ( 2 ) 144,890 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MASIMO CORP 52 DISCOVERY IRVINE, CA92618 X Signatures /s/ Micah Young, Executive Vice President & Chief Financial Officer, Masimo Corporation 08/08/2023 Signature of Reporting Person Date

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.

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 4(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).

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