Attached files

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EX-99.1 - EXHIBIT 99.1 - NeuroMetrix, Inc.a8k20170512pressreleaseex9.htm
EX-3.1 - EXHIBIT 3.1 - NeuroMetrix, Inc.a8k20170512decertex31.htm


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): May 11, 2017
 
 
 
NEUROMETRIX, INC.
 
(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.)
 
1000 Winter Street, Waltham, Massachusetts 02451

(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 (see General Instruction A.2. below):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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  o
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.  o





Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On May 11, 2017, NeuroMetrix, Inc. (the “Corporation”) filed a Certificate of Amendment to its Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference, with the Secretary of State of the State of Delaware. The Certificate of Amendment, effective as of May 11, 2017 effects a reverse stock split of the Corporation’s common stock at a ratio of 1-to-8.

As previously disclosed on a Current Report on Form 8-K filed on May 2, 2017, our stockholders approved an amendment to our Restated Certificate of Incorporation to effect a reverse stock split of our common stock, at a ratio in the range of 1-for-2 to 1-for-8. On May 2, 2017, the Corporation’s Board of Directors selected the 1-for-8 reverse stock split ratio and authorized the implementation of the reverse stock split.
 
As a result of the reverse stock split, every eight shares of our pre-reverse split common stock will be combined and reclassified into one share of our common stock, and our outstanding warrants and shares of our preferred Stock will be combined and reclassified in accordance with their respective terms. No fractional shares will be issued in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the reverse stock split will receive a cash payment in lieu thereof.

Our transfer agent, American Stock Transfer & Trust Company, is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of certificates for common stock.
 
On May 11, 2017, we also issued a press release with respect to the reverse stock split described above, a copy of which is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01 Exhibits
 
Exhibit Number
 
Description
3.1
 
Certificate of Amendment of Restated Certificate of Incorporation of NeuroMetrix, Inc.
 
 
 
99.1
 
Press Release, dated May 11, 2017






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: May 12, 2017
 
/s/ THOMAS T. HIGGINS
 
 
 
Thomas T. Higgins
 
 
 
Senior Vice President, Chief Financial Officer
 
 
and Treasurer