NeuroMetrix Announces $7.0 Million Private Placement of Preferred Stock
July 10 2017 - 6:24PM
Business Wire
NeuroMetrix, Inc. (NASDAQ: NURO) announced today that it
has entered into a definitive securities purchase agreement with a
healthcare dedicated institutional investor in connection with a
private placement of 7,000 shares of Series F convertible preferred
stock at a price of $1,000 per share. The Company expects
to receive gross proceeds from the offering of $7.0 million,
in an initial tranche of $3.5 million and a second tranche, which
is subject to shareholder approval and an effective resale
registration statement, of $3.5 million. The proceeds of the
offering will be used for commercialization of Quell®, the
Company's over-the-counter wearable device for relief of chronic
pain, in the United States, and for general working capital
purposes.
The Series F convertible preferred stock will be convertible at
any time into an aggregate of approximately 2,661,597 shares of
common stock at a conversion price of $2.63, subject to certain
ownership limitations. The Series F convertible preferred stock is
only entitled to dividends in the event dividends are paid on the
Company's common stock and will not have any preferences over the
Company's common stock, including liquidation rights.
The Company is obligated to seek shareholder approval for the
issuance of the second tranche of the Series F convertible
preferred stock, and will schedule a meeting of its shareholders
for that purpose. At that meeting, shareholders will also be asked
to approve amendments to 14,053 shares of Series D convertible
preferred stock and 7,000 shares of Series E convertible preferred
stock held by the investor, which are convertible into an aggregate
of 3,759,451 shares of common stock, to provide that the
conversion price of such preferred shares will be reset to $2.63
per share retroactively as of July 10, 2017.
The Company will issue no new warrants in connection with the
offering. The Company has agreed to issue an aggregate of 3,621
shares of Series F convertible preferred stock at a conversion
price of $2.63 per share in exchange for warrants to purchase
4,184,483 shares of its common stock currently held by the
investor. These warrants have been determined by an independent
valuation firm to have an aggregate fair value of $3,622,220.
Following the closing and retirement of these warrants, the Company
will have remaining 660,702 outstanding warrants at a weighted
average exercise price of $32.13 per share.
The first tranche of the offering is expected to close on or
about July 13, 2017, subject to satisfaction of customary
closing conditions.
The shares of Series F convertible preferred stock described
above have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United
States absent registration with the SEC or an
applicable exemption from such registration requirements. The
securities were offered only to accredited investors. Pursuant to a
registration rights agreement with the investor, the Company has
agreed to file one or more registration statements with
the SEC covering the resale of the shares of common stock
issuable upon conversion of or in connection with the Series F
convertible preferred stock.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About NeuroMetrix
NeuroMetrix is a commercial stage, innovation driven healthcare
company combining neurostimulation and digital medicine to address
chronic health conditions including chronic pain, sleep disorders,
and diabetes. The company's lead product is Quell, an
over-the-counter wearable therapeutic device for chronic pain.
Quell is integrated into a digital health platform that helps
patients optimize their therapy and decrease the impact of chronic
pain on their quality of life. The company also markets DPNCheck®,
a rapid point-of-care test for diabetic neuropathy, which is the
most common long-term complication of Type 2 diabetes. The company
maintains an active research effort and has several pipeline
programs. The company is located in Waltham, Massachusetts and was
founded as a spinoff from the Harvard-MIT Division of Health
Sciences and Technology in 1996. For more information, please
visit NeuroMetrix.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20170710006476/en/
NeuroMetrix, Inc.Thomas T. Higgins, 781-314-2761SVP and Chief
Financial Officerneurometrix.ir@neurometrix.com
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