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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 8-K/A
 
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 20, 2024
 
 
 
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 classTrading Symbol(s)Name of exchange on which registered
Common Stock, $0.0001 par value per shareNUROThe 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. ¨

Explanatory Note

On February 27, 2024, NeuroMetrix, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) reporting that the Company had entered into Amendment No. 16 to the Shareholder Rights Agreement with Equiniti Trust Company, LLC. This Form 8-K/A amends the Original Form 8-K to remove Item 3.03, which was inadvertently included in the Original 8-K. Entry into such amendment does not constitute a material modification to the rights of security holders.  For convenience and ease of reference, the Company is filing this Form 8-K/A in its entirety with all applicable changes and unless otherwise stated, all information contained in this amendment is as of February 27, 2024, the filing date of the Original 8-K.  
 
 
Item 1.01Entry into a Material Definitive Agreement.
 
Amendment to the Shareholders Rights Agreement
 
On February 20, 2024, NeuroMetrix, Inc. entered into Amendment No. 16 (“Amendment No. 16”) to the Shareholder Rights Agreement with Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC) dated as of March 7, 2007, as amended (the “Shareholder Rights Agreement”). Amendment No. 16 extends the term of the Shareholder Rights Agreement by an additional year to March 8, 2025.
 
The foregoing description of Amendment No. 16 is subject to, and is qualified in its entirety by reference to, the full text of Amendment No. 16, 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 9.01Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.  Description
 Amendment No. 16 to Shareholder Rights Agreement by and between NeuroMetrix, Inc. and Equiniti Trust Company, LLC, as Rights Agent, dated February 20, 2024.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 




 
 
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: February 27, 2024NEUROMETRIX, INC.
  
  
 By:/s/ Thomas T. Higgins
  Thomas T. Higgins
  Senior Vice President, Chief Financial Officer and Treasurer
 


AMENDMENT NO. 16 TO
SHAREHOLDER RIGHTS AGREEMENT
This Amendment No. 16 to Shareholder Rights Agreement (the “Amendment”), dated as of February 20, 2024, by and between NeuroMetrix, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a/ American Stock Transfer & Trust Company, LLC) (the “Rights Agent”), amends that certain Shareholder Rights Agreement, dated as of March 7, 2007, as previously amended, between the Company and the Rights Agent (as so amended, the “Rights Agreement”).
WHEREAS, the Company and the Rights Agent are parties to the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement subject to the terms of the Rights Agreement; and
WHEREAS, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in connection with the foregoing and the Company and the Rights Agent desire to evidence such amendment in writing.
NOW, THEREFORE, in consideration of these premises and mutual agreements set forth herein, the parties agree as follows:
1.    Amendment to Section 7(a). Section 7(a) of the Rights Agreement is amended by striking Section 7(a) in its entirety and replacing it with the following:
“(a) Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Exercise Price for the total number of one ten-thousandth of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercised, at or prior to the earlier of (i) the Close of Business on the seventeenth anniversary of the Record Date (upon this Amendment, March 8, 2025) (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23



hereof (the “Redemption Date”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof (the “Exchange Date”) (the earliest of (i), (ii) or (iii) being herein referred to as the “Expiration Date”). Except as set forth in Section 7(e) hereof and notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock of the Company may exercise all of the rights of a registered holder of a Right Certificate with respect to the Rights associated with such shares of Common Stock of the Company in accordance with the provisions of this Agreement, as of the date such Person becomes a record holder of shares of Common Stock of the Company.”
2.    Ratification. The parties hereby ratify and confirm in all respects the Agreement, as amended by this Amendment.
3.    Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
4.    Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
5.    Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

[Remainder left intentionally blank]

2


IN WITNESS WHEREOF, the parties have entered into this Amendment No. 16 to Shareholder Rights Agreement as of the date first stated above.
NEUROMETRIX, INC.
By:    /s/ Thomas T. Higgins
Name:    Thomas T. Higgins    
Title:    Senior Vice President, Chief    
Financial Officer, Treasurer and    
Principal Accounting Officer    
EQUINITI TRUST COMPANY, LLC
By:    /s/ Adam Burke
Name:    Adam Burke
Title:    EVP, Chief Revenue Officer
image_0.jpg
[Signature Page to Amendment No. 16 to Shareholder Rights Agreement]

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Cover
Feb. 20, 2024
Cover [Abstract]  
Document Type 8-K/A
Document Period End Date Feb. 20, 2024
Entity Registrant Name NEUROMETRIX, INC.
Entity File Number 001-33351
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 04-3308180
Entity Address, State or Province MA
Entity Address, Address Line One 4B Gill Street
Entity Address, State or Province Woburn
Entity Address, Postal Zip Code 02140
City Area Code 781
Local Phone Number 890-9989
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
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Entity Central Index Key 0001289850
Common Stock  
Cover [Abstract]  
Title of 12(b) Security Common Stock, $0.0001 par value per share
Document Information [Line Items]  
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol NURO
Security Exchange Name NASDAQ
Preferred Stock  
Cover [Abstract]  
Title of 12(b) Security Preferred Stock Purchase Rights
Document Information [Line Items]  
Title of 12(b) Security Preferred Stock Purchase Rights
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