UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2023
NEUROMETRIX, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33351 | 04-3308180 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| 4B Gill Street, Woburn, MA | 02140 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(781) 890-9989
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| Common Stock, $0.0001 par value per share | NURO | The Nasdaq Stock Market LLC |
| Preferred Stock Purchase Rights |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment to the Shareholders Rights Agreement
On March 6, 2023, NeuroMetrix, Inc. entered into Amendment No. 15 (“Amendment No. 15”) to the Shareholder Rights Agreement with American Stock Transfer & Trust Company, LLC dated as of March 7, 2007, as amended (the “Shareholder Rights Agreement”). Amendment No. 15 extends the term of the Shareholder Rights Agreement by an additional year to March 8, 2024.
The foregoing description of Amendment No. 15 is subject to, and is qualified in its entirety by reference to, the full text of Amendment No. 15, a copy of which is set forth as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 3.03 | Material Modification to the Rights of Security Holders. |
Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Amendment No. 15 to Shareholder Rights Agreement by and between NeuroMetrix, Inc. and American Stock Transfer & Trust Company, as Rights Agent, dated March 6, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 10, 2023 | NEUROMETRIX, INC. | |
| By: | /s/ Thomas T. Higgins | |
| Thomas T. Higgins | ||
| Senior Vice President, Chief Financial Officer and Treasurer | ||
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