Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  February 23, 2021
(Exact name of registrant as specified in charter)
Delaware     001-33351   04-3308180
(State or other jurisdiction
of incorporation)
    (Commission File Number)   (IRS Employer
Identification No.)
4B Gill Street, Woburn, Massachusetts   01801
(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of exchange on which registered
Common Stock, $0.0001 par value per share
The Nasdaq Stock Market LLC
Preferred Stock Purchase Rights The Nasdaq Stock Market LLC

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 23, 2021, the Board of Directors of NeuroMetrix, Inc. (the “Company”) approved an Amended and Restated Management Retention and Incentive Plan (“MRIP”), under which a portion of the consideration payable upon a change of control transaction, as defined in the MRIP, would be paid to the Company’s executive officers and certain other key employees. In the event of a change of control transaction, subject to the participant’s continued employment or service with the Company, the participant shall receive cash consideration equal to a fixed percentage of the value of the change of control transaction to be received by the Company or the stockholders, the net of expenses.

The description of the MRIP above is a summary and is qualified by the text of the MRIP, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits. 
(d) Exhibits.
10.1    Amended and Restated Management Retention and Incentive Plan.

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 26, 2021    By:    /s/ Thomas T. Higgins                
    Thomas T. Higgins    
    Senior Vice President, Chief Financial Officer and Treasurer