NeuroMetrix, Inc.
1000 Winter Street
Waltham, Massachusetts 02451
1000 Winter Street
Waltham, Massachusetts 02451
February 28, 2017
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | NeuroMetrix, Inc. | |||
Registration Statement on Form S-3 | ||||
File No. 333-215792 | ||||
Request for Acceleration | ||||
Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, NeuroMetrix, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-215792) (the “Registration Statement”), so that it may become effective at 10:00 a.m. (Washington, D.C. time) on March 2, 2017, or as soon thereafter as practicable.
The Registrant hereby acknowledges that:
(i) | should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; | ||
(ii) | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and | ||
(iii) | the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. | ||
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Please call Megan Gates, of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (617) 542-6000 with any comments or questions regarding this matter.
Very truly yours, NeuroMetrix, Inc. | ||||
By: | /s/ Thomas T. Higgins | |||
Name: | Thomas T. Higgins | |||
Title: | Senior Vice President, Chief Financial Officer and Treasurer | |||
cc: NeuroMetrix, Inc.
Shai N. Gozani, M.D., Ph.D.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Megan N. Gates, Esq.
Kanasha S. Herbert, Esq.