Form 8-K - Current report

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): October 19, 2023

NeuroMetrix, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33351

04-3308180

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4 Gill Street, Suite B

Woburn, Massachusetts 01801

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 890-9989

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each 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 5.07.			Submission of Matters to a Vote of Security Holders.

NeuroMetrix, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) on October 19, 2023 at 10:00 a.m. Eastern Time in virtual format. Of the Company’s 8,585,019 shares of common stock issued and outstanding and eligible to vote as of the record date of August 31, 2023, 4,755,588 shares, or approximately 55.39% of the eligible shares of common stock, were present virtually or represented by proxy. A quorum was present for all matters. Each of the matters set forth below is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 11, 2023. The following actions were taken at the Special Meeting:

Proposal 1

The Company’s stockholders approved the Certificate of Amendment to effect a reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-8, with the exact ratio to be set within that range at the discretion of the Company’s Board of Directors (the “Board”) without further approval or authorization of the Company’s stockholders and with the Board able to elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion.



Votes For	Votes Against	Votes Abstained
4,018,627	708,488	28,473

Proposal 2

The Company’s stockholders approved an adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt Proposal 1.



Votes For	Votes Against	Votes Abstained
3,985,670	726,399	43,518

The Board has not yet determined when, or whether, it will implement the reverse stock split.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.						Description

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.

NeuroMetrix, Inc.

Date: October 20, 2023

By:

/s/ Thomas T. Higgins

Name:

Thomas T. Higgins

Title:

Senior Vice President, Chief Financial Officer and Treasurer

Cover	Oct. 19, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 19, 2023
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, Postal Zip Code	01801
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
Amendment Flag	false
Entity Central Index Key	0001289850
Entity Address, Address Line One	4 Gill Street
Entity Address, Address Line Two	Suite B
Entity Address, City or Town	Woburn
Entity Address, State or Province	MA
Common Stock
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
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights