Entry into a Material Definitive Agreement.
On October 22, 2021, NeuroMetrix, Inc. (the “Company”) entered
into an At Market Issuance Sales Agreement (the “Sales Agreement”)
with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) with
respect to an at-the-market offering program,
under which the Company may offer and sell, from time to time at
its sole discretion, shares of its common stock, par value $0.0001
per share (the “Common Stock”), having an aggregate offering price
of up to $25,000,000 (the “Placement Shares”) through Ladenburg as
its sales agent.
Subject to the terms and conditions of the Sales Agreement,
Ladenburg may sell the Placement Shares by any method permitted by
law deemed to be an “at the market” offering as defined in Rule 415
of the Securities Act of 1933, as amended, including, without
limitation, sales made by means of ordinary brokers’ transactions
on The Nasdaq Capital Market or otherwise at market prices
prevailing at the time of sale, in block transactions, or as
otherwise directed by the Company. Ladenburg’s obligations to sell
shares under the Sales Agreement are subject to satisfaction of
certain conditions, including the effectiveness of the registration
statement on Form S-3 filed by the Company
with the U.S. Securities and Exchange Commission (the “SEC”) on
October 22, 2021 (the “Registration Statement”). Ladenburg
will use commercially reasonable efforts to sell the Placement
Shares from time to time, based upon instructions from the Company
(including any price, time or size limits or other customary
parameters or conditions the Company may impose). The Company will
pay Ladenburg a commission of up to three percent (3.0%) of the
gross sales proceeds of any Placement Shares sold through Ladenburg
under the Sales Agreement, and also has provided Ladenburg with
customary indemnification and contribution rights. In addition, the
Company has agreed to reimburse certain legal expenses and filing
fees incurred by Ladenburg in connection with the Offering up to a
maximum of $40,000 plus certain ongoing disbursements of its legal
counsel up to $4,000 per calendar quarter.
The Company is not obligated to make any sales of Common Stock
under the Sales Agreement. The offering of Placement Shares
pursuant to the Sales Agreement will terminate upon the earlier of
(i) the sale of all Placement Shares subject to the Sales
Agreement, or (ii) termination of the Sales Agreement in
accordance with its terms.
The foregoing description of the Sales Agreement is not complete
and is qualified in its entirety by reference to the full text of
the Sales Agreement, which is incorporated herein by reference.
Any shares sold under the Sales Agreement will be issued pursuant
to the Registration Statement and the prospectus relating to the
Sales Agreement that forms a part of such Registration Statement,
following such time as the Registration Statement is declared
effective by the SEC. This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy the securities
discussed herein, nor shall there be any offer, solicitation, or
sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Financial Statements and Exhibits.