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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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NeuroMetrix, Inc. (NURO) (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
641255880 (CUSIP Number) |
Ryan Siegal 420 E 51st Street, Unit 8d New York, NY, 10022 215-939-0313 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/23/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 641255880 |
| 1 |
Name of reporting person
Ryan Siegal | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
150,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Ryan Siegal is the Executive Officer of RS Fund, LP
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share |
| (b) | Name of Issuer:
NeuroMetrix, Inc. (NURO) |
| (c) | Address of Issuer's Principal Executive Offices:
4b Gill Street, Woburn,
MASSACHUSETTS
, 01801. |
| Item 2. | Identity and Background |
| (a) | Ryan Siegal, a citizen of the United States and resident of New York |
| (b) | 420 E 51 st Street, Unit 8d, New York, New York 10022 |
| (c) | Ryan Siegal, Executive Officer of RS Fund LP |
| (d) | No |
| (e) | No |
| (f) | Ryan Siegal is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Personal Funds were used to make the purchase in a portfolio account, but it is not a loan from a bank. The securities were purchased through an open market acquisition. | |
| Item 4. | Purpose of Transaction |
NeuroMetrix, Inc. publicized a strategic review which led to the purchase by RS Fund LP and there may be an intention to influence. There is a potential for an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries. There is also a potential for any material change in the present capitalization or dividend policy of the issuer.
Additionally, the purpose of the transactions were pursuant to an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; and, any material change in the present capitalization or dividend policy of the issuer.
The following purposes of transactions do not apply: (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (c) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (d) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (e) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (f) Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h)Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Amount Beneficially Owned: 150,000, 9.9% of the class of securities, beneficially owned by Ryan Siegal. |
| (b) | Ryan Siegal Sole Power to vote or to direct the vote: 150,000; Ryan Siegal Sole Power to dispose or to direct the disposition of: 150,000; Ryan Siegal Percent of Class: 9.9% |
| (c) | Ryan Siegal made the sale on March 4, 2024; the amount of securities involved were 4,636 shares of Common Stock, for an average price per share of $4.2574, with the transaction occurring through an open market acquisition. |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable | |
| Item 7. | Material to be Filed as Exhibits. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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