M&A - NeuroMetrix, Inc.

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.

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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.

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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.

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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.

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