M&A - NeuroMetrix, Inc.

Form Type: 15-12G

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000121390025042021

Filing Summary: On May 1, 2025, NeuroMetrix, Inc. underwent a merger with electroCore, Inc. and Nexus Merger Sub Inc. as per the Agreement and Plan of Merger dated December 17, 2024. Following the merger, NeuroMetrix, Inc. continues to operate as a subsidiary of electroCore, Inc. This document serves as a certification and notice for the termination of registration under section 12(g) of the Securities Exchange Act of 1934, marking a significant corporate action that affects its filing obligations.

Form Type: 8-K

Filing Date: 2025-05-02

Corporate Action: Merger

Type: New

Accession Number: 000164117225008179

Filing Summary: On May 1, 2025, NeuroMetrix, Inc. completed a merger with electroCore, Inc., resulting in NeuroMetrix becoming a wholly owned subsidiary of electroCore. Each share of NeuroMetrix common stock was cancelled and converted into a right to receive $4.49 in cash and one contingent value right (CVR) representing rights to receive contingent payments based on future sales and milestones associated with NeuroMetrix products. The merger led to the termination of the Company’s Employee Stock Purchase Plan. Additionally, changes in the Board of Directors occurred, marking a change of control over the Company. The Company plans to delist its common stock from The Nasdaq and intends to file a certification with the SEC to terminate the registration of its securities. A contingent value rights agreement was established, outlining further potential cash payments to shareholders based on specific performance criteria.

Form Type: POS AM

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008191

Filing Summary: NeuroMetrix, Inc. filed a Post-Effective Amendment to its Form S-3 Registration Statements, terminating all offerings and deregistering any unsold or otherwise unissued securities as of the filing date. This follows the effective merger with electroCore, Inc. on May 1, 2025, as established in the Merger Agreement dated December 17, 2024. The document details that the Registrant's securities prior to the merger are now deregistered, and the Registrant will continue as a wholly owned subsidiary of electroCore, Inc. The shares initially registered have not been adjusted to reflect a reverse stock split that took place on November 21, 2023. It also certifies compliance with the requirements for filing on Form S-3.

Form Type: POS AM

Filing Date: 2025-05-02

Corporate Action: Merger

Type: New

Accession Number: 000164117225008192

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment to deregister unsold securities under multiple Registration Statements due to the merger with electroCore, Inc. The merger, which became effective on May 1, 2025, involved Nexus Merger Sub Inc., a subsidiary of electroCore, merging with NeuroMetrix, making it a wholly owned subsidiary of electroCore. The filings include various registration numbers for previously registered shares of common stock, which are now terminated because of the merger. The document certifies that NeuroMetrix meets the requirements for filing on Form S-3 under the Securities Act of 1933.

Form Type: POS AM

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008193

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment (POS AM) with the SEC regarding multiple registration statements to deregister unsold securities due to a recent merger. Under the Merger Agreement dated December 17, 2024, NeuroMetrix, Inc. merged with electroCore, Inc., with the latter being the parent company. The merger was effective as of May 1, 2025, and resulted in NeuroMetrix becoming a wholly owned subsidiary of electroCore. Consequently, all previously registered but unsold securities pertaining to various Form S-3 registration statements are now terminated. This deregistration applies to shares referenced across multiple Registration Statements, highlighting the company's shift in corporate structure post-merger and the termination of offerings as stipulated by the Registration Statements.

Form Type: POS AM

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008194

Filing Summary: On May 1, 2025, NeuroMetrix, Inc. was merged with and into Nexus Merger Sub Inc., a wholly owned subsidiary of electroCore, Inc. Following the merger, NeuroMetrix continues as the surviving corporation and is a wholly owned subsidiary of electroCore. The filing serves to terminate all offerings of securities pursuant to various Form S-3 registration statements and deregisters any unsold securities as of the date of the amendment. The document indicates that the merger agreement is subject to additional qualification as indicated by the full merger agreement attached to an earlier filing dated December 17, 2024.

Form Type: POS AM

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008195

Filing Summary: On May 1, 2025, pursuant to an Agreement and Plan of Merger dated December 17, 2024, NeuroMetrix, Inc. merged with and into Nexus Merger Sub Inc., a wholly owned subsidiary of electroCore, Inc., with NeuroMetrix continuing as the surviving corporation. As a result of the merger, all offerings of securities pursuant to previous Registration Statements have been terminated, and any unsold securities are deregistered. The document acts as a post-effective amendment reflecting these terminations and deregistrations.

Form Type: POS AM

Filing Date: 2025-05-02

Corporate Action: Merger

Type: New

Accession Number: 000164117225008196

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment (Form POS AM) with the SEC, detailing the termination of all offerings and the deregistration of unsold or unissued securities under several Registration Statements on Form S-3. This filing follows a merger agreement dated December 17, 2024, where NeuroMetrix was merged with electroCore, Inc., with NeuroMetrix continuing as a wholly owned subsidiary of electroCore. The merger became effective on May 1, 2025. The filings list multiple previous registration statements, and note that all offerings of securities have been terminated. The document also certifies that NeuroMetrix meets the requirements for filing on Form S-3.

Form Type: POS AM

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008197

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment to its Form S-3 registration statements to terminate all offerings and deregister any unsold or unissued securities under multiple registration statements. The amendment follows the effective merger on May 1, 2025, between NeuroMetrix, Inc. and electroCore, Inc., with NeuroMetrix continuing as a wholly owned subsidiary of electroCore. The document outlines various registration statements previously filed, indicating the specifics of shares registered under each statement and their dates of filing. As a result of the merger, all previously registered but unsold securities are now deregistered. The filing was signed by Shai N. Gozani, President and CEO, confirming that the registrant meets the requirements for filing under Form S-3.

Form Type: POS AM

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008198

Filing Summary: NeuroMetrix, Inc. has filed Post-Effective Amendment No. 1 to its various Form S-3 registration statements to terminate all offerings and deregister any unsold or unissued securities. This action follows the completion of a merger with electroCore, Inc. on May 1, 2025, as part of an agreement signed on December 17, 2024, which resulted in NeuroMetrix becoming a wholly owned subsidiary of electroCore. The document lists multiple registration statement numbers that pertain to prior securities the company registered for sale which are now being deregistered due to the merger. Additionally, it confirms that the initial common stock figures have not been adjusted to reflect a reverse stock split effective November 21, 2023.

Form Type: POS AM

Filing Date: 2025-05-02

Corporate Action: Merger

Type: New

Accession Number: 000164117225008199

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment to the SEC to deregister unsold securities related to multiple Form S-3 Registration Statements. This amendment terminates all offerings and deregisters securities that were registered but unsold as of that date. The deregistration is linked to a recent merger agreement, where NeuroMetrix merged with electroCore, Inc. on May 1, 2025, making NeuroMetrix a wholly owned subsidiary of electroCore. The filings reflect the deregistration of securities as a result of the merger and confirm the merger's effective date.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008231

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment to its S-8 Registration Statements, indicating the termination of all offerings and deregistration of shares of the Registrant’s common stock that remain unsold or unissued under various Registration Statements. This action follows a merger that was finalized on May 1, 2025, where NeuroMetrix merged with electroCore, Inc., with NeuroMetrix surviving as a wholly owned subsidiary of electroCore. The filing details the registration numbers of the associated Registration Statements and states their termination as part of the merger process.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008232

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment to Form S-8 to terminate all offerings and deregister any remaining shares of the company's common stock under several prior Registration Statements. This action comes following the completion of a merger with electroCore, Inc., effective May 1, 2025, where NeuroMetrix merged with its wholly owned subsidiary. As a result, the Registrant has removed all unsold shares from registration as stipulated in the prior Registration Statements. The merger is connected to an Agreement and Plan of Merger dated December 17, 2024, making electroCore the parent company with NeuroMetrix continuing as a subsidiary.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008233

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a post-effective amendment to deregister shares related to previous Form S-8 registration statements due to the completion of a merger with electroCore, Inc. The merger became effective on May 1, 2025, where NeuroMetrix was merged into a wholly owned subsidiary of electroCore, continuing as a surviving corporation. All offerings related to the previously filed registration statements have been terminated, and all unsold shares have been deregistered accordingly. The filing includes extensive details about various registration statements that are being amended.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008234

Filing Summary: The document is a Post-Effective Amendment filed by NeuroMetrix, Inc. with the SEC, terminating all offerings and deregistering all shares of the company's common stock that remain unsold or unissued under multiple previous Registration Statements on Form S-8. This action follows a merger that took place on May 1, 2025, in which NeuroMetrix was merged with and into Nexus Merger Sub Inc., a wholly owned subsidiary of electroCore, Inc. The Registrant continues as the surviving corporation and a wholly owned subsidiary of electroCore. The document reveals the details surrounding the merger agreement dated December 17, 2024, and confirms that the offerings in connection to the earlier Registration Statements are null and void following the merger.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008235

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment to Form S-8 following its merger with electroCore, Inc. This merger, formalized under a Merger Agreement dated December 17, 2024, led to the integration of NeuroMetrix as a wholly owned subsidiary of Parent, electroCore, Inc. The merger was effective as of May 1, 2025, which resulted in the termination of offerings under prior registration statements. The registration statements listed include multiple forms S-8 from various years since 2004. As part of the amendment, NeuroMetrix deregisters all unsold shares under these statements, complying with undertakings to remove unissued securities from registration.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008236

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment to its previously filed Form S-8 Registration Statements. This amendment serves to terminate all offerings and deregister all shares of the Registrant's common stock that remained unsold or otherwise unissued under several Form S-8 Registration Statements. The company was involved in a merger, effective May 1, 2025, with electroCore, Inc. where NeuroMetrix, Inc. became a wholly owned subsidiary of electroCore. This filing indicates the closing of the merger and confirms the removal from registration of all shares that were not sold under the Registration Statements in accordance with the undertakings made by the Registrant.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008237

Filing Summary: NeuroMetrix, Inc. has filed a Post-Effective Amendment on Form S-8, which deregisters all shares of its common stock that remain unsold under several previous Registration Statements due to a recent merger. On May 1, 2025, pursuant to a Merger Agreement dated December 17, 2024, NeuroMetrix merged with electroCore, Inc. and became a wholly owned subsidiary of electroCore, Inc., with the merger officially terminating all offerings under the prior Registration Statements. The document lists multiple registration numbers and confirms that all unsold shares under these registrations have been removed as part of the merger process, reflecting the end of offers pursuant to these Registration Statements.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008238

Filing Summary: On May 1, 2025, NeuroMetrix, Inc. was merged with Nexus Merger Sub Inc., a subsidiary of electroCore, Inc., as detailed in the Agreement and Plan of Merger dated December 17, 2024. Following the merger, NeuroMetrix, Inc. continues as the surviving corporation under the ownership of electroCore, Inc. The document serves as a post-effective amendment, terminating all offerings and deregistering any unsold shares of common stock associated with previous Form S-8 registrations. The merger will affect the status of outstanding registrations, and the Registrant has complied with necessary regulatory requirements for this amendment.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008239

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment to terminate all offerings and deregister shares of the company's common stock under various Registration Statements due to the completion of a merger. The merger, effective on May 1, 2025, involved the Registrant merging with electroCore, Inc., with NeuroMetrix continuing as the surviving corporation. The document outlines the Registrant's compliance with the Securities Act of 1933 and confirms the removal from registration of all unsold shares prescribed in the Registration Statements. The full details of the merger can be found in the Merger Agreement dated December 17, 2024, referenced in a prior Form 8-K.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008240

Filing Summary: NeuroMetrix, Inc. filed a Post-Effective Amendment to Form S-8 on May 2, 2025. This amendment pertains to the termination of all offerings and deregistration of shares of common stock under several prior Form S-8 registration statements. The termination is a direct result of a merger with electroCore, Inc. where NeuroMetrix was merged into Nexus Merger Sub Inc., a subsidiary of electroCore, effective May 1, 2025. All shares that remain unsold or unissued under the listed registration statements are being removed from registration as a consequence of this merger. This action reflects the completion of the merger process as detailed in the Merger Agreement dated December 17, 2024.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008241

Filing Summary: NeuroMetrix, Inc. filed a Post-Effective Amendment to its Form S-8 registration statements, terminating all offerings and deregistering all shares of its common stock that remain unsold under multiple previous registration statements. This amendment is in connection with a merger agreement dated December 17, 2024, where NeuroMetrix was merged with electroCore, Inc.'s subsidiary, Nexus Merger Sub Inc., effective May 1, 2025, with NeuroMetrix continuing as the surviving corporation and a wholly owned subsidiary of electroCore. As a result of this merger, the offerings under the registration statements have been terminated, and all unsold shares are hereby removed from registration.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008242

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment to its S-8 Registration Statement. The amendment pertains to the termination of all offerings and deregistration of shares of the company's common stock that remain unsold or unissued under various Registration Statements. The company underwent a merger on May 1, 2025, as a result of an Agreement and Plan of Merger with electroCore, Inc. and Nexus Merger Sub Inc., where NeuroMetrix continued as the surviving corporation and became a wholly owned subsidiary of electroCore. This filing removes from registration all shares that remain unsold because of the merger. The merger information is further detailed in the associated Form 8-K filed on December 17, 2024.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008243

Filing Summary: On May 1, 2025, NeuroMetrix, Inc. underwent a merger with electroCore, Inc. and Nexus Merger Sub Inc., resulting in NeuroMetrix becoming a wholly owned subsidiary of electroCore. This document is a Post-Effective Amendment to previously filed Registration Statements on Form S-8, which now terminate all offerings and deregister shares of NeuroMetrix's common stock that remain unsold or unissued. The registrations include filings dating back as early as August 2004. The merger agreement was executed on December 17, 2024, and the details of the merger and transactions are outlined in the attached Exhibit 2.1 of the Registrant's Current Report.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008244

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment to Form S-8. This amendment terminates all offerings and deregisters all shares of common stock that remain unsold or unissued under various Registration Statements on Form S-8. The amendment follows the effective merger of NeuroMetrix, Inc. with electroCore, Inc., which was completed on May 1, 2025. As a result of the merger, NeuroMetrix, Inc. is now a wholly owned subsidiary of electroCore, Inc. This filing involves multiple registration statements (totaling 20) dating back to 2004 and specifies that upon the termination of the offerings, any remaining shares registered under the statements are also deregistered. The merger agreement outlines that NeuroMetrix continues as the surviving corporation following the merger.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008245

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment to its S-8 Registration Statement. This filing terminates all offerings and deregisters all unsold shares of the company’s common stock under multiple previous Form S-8 Registration Statements. The key event leading to this amendment was a merger in which Nexus Merger Sub Inc., a wholly owned subsidiary of electroCore, Inc., merged into NeuroMetrix, with NeuroMetrix continuing as the surviving entity and becoming a wholly owned subsidiary of electroCore. The merger became effective on May 1, 2025. This document reflects the termination of previous offerings in light of the merger and the removal of shares from registration that remain unsold under the affected Registration Statements.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008246

Filing Summary: NeuroMetrix, Inc. filed a Post-Effective Amendment on Form S-8 to deregister all unsold shares of its common stock under multiple prior Registration Statements. This action comes after the completion of a merger on May 1, 2025, with electroCore, Inc. and its subsidiary, Nexus Merger Sub Inc., under the Agreement and Plan of Merger dated December 17, 2024. Following the merger, the Registrant continues as the surviving corporation and as a subsidiary of electroCore, Inc. The offerings under the previous registration statements have been terminated due to this merger, and the Registrant will remove all unsold shares from registration as per its obligations.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008248

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment to its Form S-8 registration statement. This amendment terminates all offerings and deregisters all shares of the company's common stock that remain unsold under previously filed Registration Statements. The Registrant notes that on May 1, 2025, a merger was effectuated where NeuroMetrix, Inc. was merged into Nexus Merger Sub Inc., a wholly owned subsidiary of electroCore, Inc., resulting in NeuroMetrix continuing as the surviving corporation. Consequently, all securities registered under the terminated Registration Statements are removed from registration. The merger was formalized through an Agreement and Plan of Merger signed on December 17, 2024, and further details regarding the merger can be found in Exhibit 2.1 attached to the Current Report on Form 8-K from December 17, 2024.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008249

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment to Form S-8, terminating all offerings and deregistering shares of its common stock that remain unsold or unissued under various previous Form S-8 Registration Statements. This action follows a merger that became effective on May 1, 2025, as part of an agreement with electroCore, Inc. and its wholly owned subsidiary, Nexus Merger Sub Inc., whereby NeuroMetrix became a wholly owned subsidiary of electroCore. The document also confirms that all shares under the prior Registration Statements are now removed from registration due to the merger.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008250

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment to its Form S-8 Registration Statement regarding the registration of shares pertaining to several equity incentive and stock purchase plans. Most significantly, the filing notes the completion of a merger agreement between NeuroMetrix and electroCore, Inc., effective May 1, 2025. In this merger, Nexus Merger Sub Inc. was merged with NeuroMetrix, which will now operate as a wholly owned subsidiary of electroCore. Consequently, all associated offerings under previous registration statements have been terminated, and shares that remain unsold are being removed from registration. This document primarily serves to conclude the company's previous offerings related to these plans as they transition into the new corporate structure following the merger.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008251

Filing Summary: On May 2, 2025, NeuroMetrix, Inc. filed a Post-Effective Amendment to Form S-8 indicating that the company has terminated all offerings and deregistered shares of its common stock that remain unsold under multiple previous Registration Statements filed with the SEC. This follows the completion of a merger with electroCore, Inc. on May 1, 2025, where NeuroMetrix was merged into a wholly owned subsidiary of electroCore, becoming the surviving entity. The document provides details about various Registration Statements that have been affected by this merger and outlines the regulatory compliance regarding the post-effective amendments.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000164117225001538

Filing Summary: NeuroMetrix, Inc. conducted a strategic review focused on enhancing shareholder value, which led to significant operational changes including a 50% reduction in workforce and the termination of its ADVANCE business that was no longer financially viable. In December 2024, the company entered into a Merger Agreement with electroCore, Inc. that enables NeuroMetrix to become a wholly owned subsidiary of electroCore, ensuring access to electroCore's proprietary vagus nerve stimulation technology aimed at enhancing health and wellness. The Merger will convert existing shares of common stock and preferred stock into cash and contingent value rights (CVRs). Subsequently, NeuroMetrix entered into an Asset Purchase Agreement for the sale of its DPNCheck business in Japan, which is projected to yield $2 million in sales proceeds, comprising an upfront payment and milestone payments. The merger is contingent on regulatory approvals and financial thresholds, with a shareholder vote already passing on March 21, 2025. This strategic realignment is part of NeuroMetrix’s effort to leverage synergies with electroCore's operations and maximize long-term shareholder returns.

Form Type: DEFM14A

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000149315225006854

Filing Summary: On February 14, 2025, NeuroMetrix, Inc. filed a definitive proxy statement regarding a special meeting of stockholders scheduled for March 21, 2025. The primary focus of the meeting is to vote on a merger proposal with electroCore, Inc., where a subsidiary of electroCore will merge with NeuroMetrix. Following the merger, NeuroMetrix will operate as a subsidiary of electroCore. The meeting will also address proposals for adjournments if necessary, and an advisory vote regarding executive compensation tied to the merger. Stockholders will receive cash and a contingent value right for their shares if the merger proceeds. The document emphasizes the importance of stockholder participation and outlines procedures for voting and proxy submissions, noting that approval requires a majority of outstanding shares. Additionally, the company is transitioning from being publicly traded to being delisted post-merger, which means it won’t file periodic reports with the SEC post-completion. The merger is aimed at optimizing the operational and business synergies between the companies and enhancing shareholder value.

Form Type: PREM14A

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000149315225004287

Filing Summary: NeuroMetrix, Inc. has filed a preliminary proxy statement inviting stakeholders to a special meeting scheduled for 2025 where they will consider the Merger Proposal. This proposal entails the adoption of a merger agreement with electroCore, Inc. and its subsidiary, Nexus Merger Sub Inc., where the latter will merge with NeuroMetrix, making the company a subsidiary of electroCore. The Board of Directors has determined that this merger is in the best interests of the company and its shareholders, recommending approval of the merger, as well as potential adjournments and compensation proposals related to the merger. If the merger is completed, stockholders will receive cash consideration for their shares along with contingent value rights. The proxy statement outlines the need for stockholder votes to approve the merger, which necessitates the consent of the majority of outstanding shares. The outcome will determine the future operations and reporting status of NeuroMetrix as it transitions from a publicly traded company to a private subsidiary.

Form Type: 8-K

Filing Date: 2025-01-23

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225003380

Filing Summary: On January 16, 2025, NeuroMetrix, Inc. entered into an Asset Purchase Agreement with Fukuda Denshi Co., Ltd., through which it sold its rights, title, and interest in the assets associated with its DPNCheck product line for the Japanese market. This includes relevant intellectual property rights. The DPNCheck is a critical point-of-care test for diabetic peripheral neuropathy, a common long-term complication of Type 2 diabetes. Alongside this, the company also executed a Patent Assignment Agreement, whereby certain intellectual property rights concerning DPNCheck were assigned to the purchaser. Additionally, an Intellectual Property License Agreement was put in place that grants the purchaser a limited, non-exclusive, royalty-free license in Japan for specific materials and know-how related to the acquired intellectual property. The company will receive an initial payment of $400,000 upon closing, with potential milestone payments up to $1.5 million based on achieving certain milestones, as stipulated in the Asset Purchase Agreement. The Company's board of directors approved the transaction, which includes standard representations, warranties, and other provisions typical for such agreements. The warranties will remain effective until March 31, 2025, coinciding with anticipated milestone completion.