NeuroMetrix Announces $5 Million Preferred Stock Placement
WALTHAM, Mass.--(BUSINESS WIRE)--Jun. 4, 2013--
NeuroMetrix, Inc. (Nasdaq:NURO) (the "Company" or "NURO"), a medical
device company focused on the diagnosis and treatment of the
neurological complications of diabetes, today announced that it entered
into a definitive securities purchase agreement with a single
institutional investor providing for the issuance of
$5,000,000 of
shares of Series A-1 and Series A-2 convertible preferred stock
(convertible into a combined total of 2,386,635 shares of common stock)
and five year warrants to purchase up to 2,386,635 shares of common
stock at an exercise price of
$2.00 per share. Subject to certain
ownership limitations, the Series A-1 and Series A-2 convertible
preferred stock is convertible at any time into shares of common stock
at an initial conversion price of
$2.095 per share (which represents a
price above the closing price of the common stock on the previous
trading day). The preferred stock is not entitled to dividends and will
not have any preferences over the Company's common stock, including
liquidation rights.
Dawson James Securities, Inc. acted as the exclusive placement agent for
this transaction.
The closing of the sale of the securities is expected to take place on
or about June 7, 2013, subject to satisfaction of customary closing
conditions.
The shares of Series A-1 preferred stock described above were offered
pursuant to a shelf registration statement (File No. 333-186855), which
was declared effective by the United States Securities and Exchange
Commission ("SEC") on March 15, 2013. The shares of Series A-2 preferred
stock and warrants described above have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration with the SEC or an applicable
exemption from such registration requirements. The securities were
offered only to accredited investors. The Company has agreed to file one
or more registration statements with the SEC covering the resale of the
shares of common stock issuable upon conversion of or in connection with
the Series A-2 preferred stock and upon exercise of the warrants.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such state or jurisdiction. The Company will file a prospectus
supplement with the SEC relating to the Series A-1 preferred stock, and
following such filing, copies of the prospectus supplement and the
accompanying base prospectus relating to this offering may be obtained
at the SEC's website at http://www.sec.gov.
Alternatively, copies may be obtained, when available, from Dawson James
Securities, Inc., Attention: Prospectus Department, 1 North Federal
Highway, 5th Floor, Boca Raton, FL 33432, e-mail: mmaclaren@dawsonjames.com
or toll free at (866) 928-0928.
About NeuroMetrix
NeuroMetrix is a medical device company that develops and markets home
use and point-of-care devices for the treatment of diabetic
neuropathies, which affect over 50% of people with diabetes. If left
untreated, diabetic neuropathies trigger foot ulcers that may require
amputation and cause disabling chronic pain. The annual cost of diabetic
neuropathies has been estimated at $14 billion in the United States. The
Company markets the SENSUS™ Pain Management System for
treating chronic pain, focusing on physicians managing patients with
painful diabetic neuropathy and similar peripheral neuropathies. The
Company also markets the NC-stat® DPNCheck® device,
which is a rapid, accurate, and quantitative point-of-care test for
diabetic neuropathy. This product is used to detect diabetic neuropathy
at an early stage and to guide treatment. For more information, please
visit http://www.neurometrix.com.
Safe Harbor Statement
This press release contains certain statements that may include
"forward-looking statements." All statements other than statements of
historical fact included herein are "forward-looking statements." These
forward-looking statements are often identified by the use of
forward-looking terminology such as "believes," "expects" or similar
expressions, involving known and unknown risks and uncertainties.
Although the Company believes that the expectations reflected in these
forward-looking statements are reasonable, they do involve assumptions,
risks and uncertainties, and these expectations may prove to be
incorrect. You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this press release. The
Company's actual results could differ materially from those anticipated
in these forward-looking statements as a result of a variety of factors,
including the risk factors discussed in the Company's periodic reports
that are filed with the Securities and Exchange Commission and available
on the SEC's website (http://www.sec.gov).
All forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by these
risk factors. Other than as required under the securities laws, the
Company does not assume a duty to update these forward-looking
statements.
Source: NeuroMetrix, Inc.
NeuroMetrix, Inc.
Thomas T. Higgins, 781-314-2761
SVP and
Chief Financial Officer
neurometrix.ir@neurometrix.com
