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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
OR 
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____  
Commission File Number 001-33351
_________________________________________________ 
NEUROMETRIX, INC.
(Exact name of registrant as specified in its charter)
Delaware04-3308180
(State or other jurisdiction of(I.R.S. Employer Identification No.)
incorporation or organization) 
  
4B Gill Street Woburn, Massachusetts
01801
(Address of principal executive offices)(Zip Code)
(781) 890-9989
(Registrant’s telephone number, including area code) 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, $0.0001 par value per shareNUROThe Nasdaq Stock Market LLC
Preferred Stock Purchase Rights
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x     No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x     No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting companyEmerging growth company
☐☐
x
x
☐
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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐     No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 8,579,517 shares of common stock, par value $0.0001 per share, were outstanding as of July 26, 2023.





NeuroMetrix, Inc.
Form 10-Q
Quarterly Period Ended June 30, 2023
 
TABLE OF CONTENTS
 
 
   
Item 1. 
   
 Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022
   
 Statements of Operations (unaudited) for the Quarters and Six Months Ended June 30, 2023 and 2022
Statements of Comprehensive Loss (unaudited) for the Quarters Ended June 30, 2023 and 20222
   
Statements of Changes in Stockholders' Equity (unaudited) for the Quarters and Six Months Ended June 30, 2023 and 2022
 Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2023 and 20224
   
 
   
Item 2.11
   
Item 3.17
   
Item 4.18
   
 
   
Item 1.19
   
Item 1A.19
   
Item 2.19
   
Item 3.19
   
Item 4.19
  
Item 5.19
   
Item 6.20
   
21

3



PART I – FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
NeuroMetrix, Inc.
Balance Sheets
 
 June 30, 2023December 31, 2022
(Unaudited)
Assets  
Current assets:  
Cash and cash equivalents
$1,862,949 $4,335,020 
Held-to-maturity securities995,834 16,864,707 
Available-for-sale securities16,768,426 — 
Accounts receivable, net
746,725 646,771 
Inventories
1,583,985 1,614,987 
Prepaid expenses and other current assets
331,487 645,502 
Total current assets
22,289,406 24,106,987 
Fixed assets, net145,175 165,619 
Right of use asset312,522 370,609 
Other long-term assets26,400 26,400 
Total assets
$22,773,503 $24,669,615 
Liabilities and Stockholders’ Equity  
Current liabilities:  
Accounts payable
$181,462 $368,082 
Accrued expenses and compensation
880,076 589,939 
Lease obligation, current
148,391 148,391 
Total current liabilities
1,209,929 1,106,412 
Lease obligation, net of current portion
152,143 207,516 
Total liabilities
1,362,072 1,313,928 
Commitments and contingencies
Stockholders’ equity:  
Preferred stock
— — 
Convertible preferred stock
1 1 
Common stock, $0.0001 par value; 25,000,000 shares authorized at June 30, 2023 and December 31, 2022; 8,578,800 and 7,771,938 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively
858 777 
Additional paid-in capital
227,932,920 226,934,775 
Accumulated other comprehensive income168,721 — 
Accumulated deficit
(206,691,069)(203,579,866)
Total stockholders’ equity
21,411,431 23,355,687 
Total liabilities and stockholders’ equity
$22,773,503 $24,669,615 

The accompanying notes are an integral part of these interim financial statements.
1



NeuroMetrix, Inc.
Statements of Operations
(Unaudited)
 
 Quarters Ended June 30,Six Months Ended June 30,
 2023202220232022
Revenues$1,655,744 $2,138,301 $3,380,515 $4,440,692 
Cost of revenues536,486 686,121 1,062,858 1,194,995 
Gross profit
1,119,258 1,452,180 2,317,657 3,245,697 
Operating expenses:    
Research and development
753,509 915,799 1,452,934 1,626,376 
Sales and marketing
744,963 566,598 1,560,835 1,425,437 
General and administrative
1,244,241 1,180,101 2,637,412 2,366,192 
Total operating expenses
2,742,713 2,662,498 5,651,181 5,418,005 
Loss from operations
(1,623,455)(1,210,318)(3,333,524)(2,172,308)
Other income86,426 50,395 222,321 53,823 
Net loss$(1,537,029)$(1,159,923)$(3,111,203)$(2,118,485)
Net loss per common share applicable to common stockholders, basic and diluted$(0.19)$(0.17)$(0.40)$(0.30)
 


Statements of Comprehensive Loss
(Unaudited)

 Quarters Ended June 30,Six Months Ended June 30,
 2023202220232022
Net loss $(1,537,029)$(1,159,923)$(3,111,203)$(2,118,485)
Other comprehensive income:
Unrealized gain on available-for-sale securities, net102,847 — 168,721 — 
Comprehensive loss$(1,434,182)$(1,159,923)$(2,942,482)$(2,118,485)

The accompanying notes are an integral part of these interim financial statements.
2



NeuroMetrix, Inc.
Statements of Changes in Stockholders' Equity
(Unaudited)
Series B Convertible Preferred StockCommon
Stock		Additional
Paid-In
Capital		Accumulated Other Comprehensive IncomeAccumulated
Deficit		Total
Number of
Shares		AmountNumber of
Shares		Amount
Balance at December 31, 2022200 1 7,675,682 $777 $226,934,775 $— $(203,579,866)$23,355,687 
Stock-based compensation expense— — — — 165,361 — — 165,361 
Vesting of restricted stock under equity plan— — 19,512 1 (1)— — — 
Unrealized gain on available-for-sale securities— — — — — 65,874 — 65,874 
Net loss — — — — — — (1,574,174)(1,574,174)
Balance at March 31, 2023200 1 7,695,194 778 227,100,135 65,874 (205,154,040)22,012,748 
Stock-based compensation expense— — — — 132,745 — — 132,745 
Issuance of common stock under at the market offering— — 725,291 73 691,332 — — 691,405 
Issuance of common stock under employee stock purchase plan— — 10,526 1 8,714 — — 8,715 
Vesting of restricted stock under equity plan— — 72,121 6 (6)— — — 
Unrealized gain on available-for-sale securities— — — — — 102,847 — 102,847 
Net loss— — — — — — (1,537,029)(1,537,029)
Balance at June 30, 2023200 1 8,503,132 $858 $227,932,920 $168,721 $(206,691,069)$21,411,431 
Series B Convertible Preferred StockCommon
Stock		Additional
Paid-In
Capital		Accumulated Other Comprehensive IncomeAccumulated
Deficit		Total
Number of
Shares		AmountNumber of
Shares		Amount
Balance at December 31, 2021200 1 6,650,480 $668 $222,378,374 $— $(199,163,257)$23,215,786 
Stock-based compensation expense— — — — 37,632 — — 37,632 
Issuance of common stock under at the market offering — — 292,500 29 1,943,023 — — 1,943,052 
Vesting of restricted stock under equity plan — — 1,759 3 (3)— — — 
Net loss — — — — — — (958,562)(958,562)
Balance at March 31, 2022200 1 6,944,739 700 224,359,026 — (200,121,819)24,237,908 
Stock-based compensation expense— — — — 109,340 — — 109,340 
Issuance common stock under employee stock purchase plan — — 2,503 — 7,829 — — 7,829 
Issuance of common stock to settle compensation obligation — — 50,213 5 215,412 — — 215,417 
Vesting of restricted stock under equity plan — — 3,120 7 (7)— — — 
Net loss— — — — — — (1,159,923)(1,159,923)
Balance at June 30, 2022200 1 7,000,575 712 224,691,600 — (201,281,742)23,410,571 

The accompanying notes are an integral part of these interim financial statements.

3




NeuroMetrix, Inc.
Statements of Cash Flows
(Unaudited)
 Six Months Ended June 30,
 20232022
Cash flows from operating activities:  
Net loss$(3,111,203)$(2,118,485)
Adjustments to reconcile net loss to net cash used in operating activities:
  
Depreciation
20,444 26,277 
Stock-based compensation
298,106 146,972 
Issuance of common stock to settle compensation obligations— 26,019 
Inventory reserve charged to cost of revenue63,420 — 
Loss on disposal of fixed assets— 6,875 
Amortization of premiums and discounts on held-to-maturity securities(131,127)(37,275)
Changes in operating assets and liabilities:  
Accounts receivable(99,954)(236,957)
Inventories(32,418)(162,825)
Prepaid expenses and other current and long-term assets256,729 219,331 
Accounts payable(186,620)116,536 
Accrued expenses and compensation350,137 465,850 
Accrued product returns— (31,000)
Net cash used in operating activities(2,572,486)(1,578,682)
Cash flows from investing activities:  
Purchases of held-to-maturity securities— (16,928,542)
Purchases of available-for-sale securities(16,599,705)— 
Proceeds from maturities of held-to-maturity securities16,000,000 — 
Purchases of fixed assets— (13,432)
Net cash used in investing activities(599,705)(16,941,974)
Cash flows from financing activities:  
Net proceeds from issuance of stock 700,120 1,950,881 
Net cash provided by financing activities700,120 1,950,881 
Net decrease in cash and cash equivalents(2,472,071)(16,569,775)
Cash and cash equivalents, beginning of period4,335,020 22,572,104 
Cash and cash equivalents, end of period$1,862,949 $6,002,329 
 
The accompanying notes are an integral part of these interim financial statements.
 
4

NeuroMetrix, Inc.
Notes to Unaudited Financial Statements
June 30, 2023



1.Business and Basis of Presentation

Our Business-An Overview
 
NeuroMetrix, Inc. (the "Company" or "NeuroMetrix") develops and commercializes health care products that utilize non-invasive neurostimulation. Revenues are derived from the sale of medical devices and after-market consumable products and accessories. The Company’s products are sold in the United States and select overseas markets. They are cleared by the U.S. Food and Drug Administration ("FDA") and regulators in foreign jurisdictions where appropriate. The Company has two primary products. DPNCheck® is a point-of-care test for diabetic peripheral neuropathy, which is the most common long-term complication of Type 2 diabetes. Quell is an app-enabled, wearable device for lower extremity chronic pain and for the symptoms of fibromyalgia.

The Company held cash, cash equivalents and securities totaling $19.6 million as of June 30, 2023. The Company believes that its present balance of cash resources and securities coupled with cash inflows from product sales will enable the Company to fund its operations for at least the next twelve months from the date of issuance of the financial statements. Actual cash requirements could differ from management's projections for many reasons, including changes the Company may make to its business strategy, commercial challenges, regulatory developments, changes to research and development programs, supply chain issues, staffing challenges and other items affecting the Company's projected uses of cash.

Unaudited Interim Financial Statements
 
The accompanying unaudited financial statements as of June 30, 2023, have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The accompanying balance sheet as of December 31, 2022 has been derived from the audited balance sheet as of December 31, 2022 included in the Company's Form 10-K referenced below and does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, the financial statements include all normal and recurring adjustments considered necessary for a fair presentation of the Company’s financial position and operating results. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any other period. These financial statements and notes should be read in conjunction with the financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, or the SEC, on March 22, 2023 (File No. 001-33351).

Prior period reclassifications

We classify money market funds within cash and cash equivalents. Money market funds in the amount of $81,751 which were reported within held-to-maturity securities at December 31, 2022 have been reclassified into cash and cash equivalents to conform with the current presentation.
 
Revenues

Revenues include product sales, net of estimated returns. Revenue is measured as the amount of consideration the Company expects to receive in exchange for product transferred. Revenue is recognized at the point in time when contractual performance obligations have been satisfied and control of the product has been transferred to the customer. The Company typically has a single product delivery performance obligation. Accrued product returns using the most likely amount method are estimated based on historical data and evaluation of current information and variable consideration is not constrained.

Accounts receivable are recorded at the amount the Company expects to collect, net of the allowance for doubtful accounts receivable. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses based on customer past payment history, product usage activity, recent customer communications and, if appropriate, assessment of the future credit losses for receivables with similar characteristics. Individual customer balances which are over 60 days past due are reviewed individually for collectability. The Company does not have any off-balance sheet credit exposure related to its customers. Allowance for doubtful accounts was $25,000 as of June 30, 2023 and December 31, 2022.
5




 
Two customers accounted for 34% and one customer accounted for 26% of total revenues in the quarter and six months ended June 30, 2023, respectively. One customer accounted for 34% and 39% of total revenues in the quarter and six months ended June 30, 2022, respectively. Three customers accounted for 57% and two customers accounted for 31% of accounts receivable as of June 30, 2023 and December 31, 2022, respectively.

Cash and Cash Equivalents

Cash and cash equivalents include bank demand deposits and money market funds that invest primarily in U.S. government securities.

Securities

The Company invests in highly liquid, marketable debt securities with high credit ratings and typically with maturities of two years or less. Individual securities are designated by the Company as either “held-to-maturity" (HTM) or “available-for-sale” (AFS) at the point of investment. Securities classified as short-term have maturities of less than one year. As of June 30, 2023, all marketable securities held by the Company had remaining contractual maturities of one year or less.

HTM securities are valued on an amortized cost basis and reviewed to determine if an allowance for credit losses should be recorded in the statements of operations. AFS securities are valued at fair value. Unrealized gains and losses on AFS securities are included as a component of accumulated other comprehensive income in the balance sheets and statements of stockholders’ equity and a component of total comprehensive loss in the statements of comprehensive income loss. An AFS security is impaired if its fair value is less than amortized cost. Unrealized losses are evaluated to determine if the impairment is credit-related or non credit-related. Credit-related impairment is recognized as an allowance on the balance sheet with a corresponding adjustment to earnings, and a non credit-related impairment is recognized in other comprehensive income (loss). For certain types of securities, such as U.S. Treasuries, the Company generally expects zero credit losses. No allowance for credit losses was recorded on its securities portfolio as of June 30, 2023.

Fair Value

The Company follows the provisions of Financial Accounting Standards Board (the "FASB") Accounting Standards Codification ("ASC") Topic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10"), which defines fair value, establishes a framework for measuring fair value in GAAP and requires certain disclosures about fair value measurements. Fair Value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

As a basis for considering such assumptions, ASC 820-10 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1 observable inputs such as quoted prices in active markets; Level 2 inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3 unobservable inputs for which there are little or no market data, which require the Company to develop its own assumptions. The hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value (See Note 5).

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during reporting periods. Actual results could differ from those estimates.





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Recent Accounting Pronouncements

Accounting Standards Updates (ASUs) issued by the FASB are evaluated for their applicability. ASUs not included in the disclosures in this report were assessed and determined to be either not applicable or not expected to have a material impact on our financial statements.

Recently adopted accounting pronouncement

In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. The guidance in ASU 2016-13 replaces the incurred loss impairment methodology under current GAAP. The new impairment requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It applies to all entities. For trade receivables, loans and held-to-maturity (HTM) debt securities, entities are required to estimate lifetime expected credit losses. Trading and available-for-sale (AFS) debt securities are required to be recorded at fair value. SEC small reporting companies were required to adopt this new guidance in fiscal years beginning on or after December 15, 2022. The Company adopted this guidance on a prospective basis as of January 1, 2023 and had no material impact on the financial statements.

2.     Comprehensive Loss
 
For the quarter and six months ended June 30, 2023, the Company had comprehensive income of $102,847 and $168,721, respectively, for net unrealized gains on available-for-sale marketable securities, in addition to net loss in the statement of operations. There were no components of comprehensive income (loss) for the quarter and six months ended June 30, 2022 other than net loss itself.
 

3.     Net Loss Per Common Share
 
Basic and dilutive net loss per common share were as follows:
Quarters Ended June 30,Six Months Ended June 30,
2023202220232022
Net loss applicable to common stockholders$(1,537,029)$(1,159,923)$(3,111,203)$(2,118,485)
Weighted average number of common shares outstanding, basic and dilutive7,885,752 6,995,959 7,788,032 6,937,976 
Net loss per common share applicable to common stockholders, basic and diluted$(0.19)$(0.17)$(0.40)$(0.30)

Shares underlying the following potentially dilutive weighted average number of common stock equivalents were excluded from the calculation of diluted net loss per common share because their effect was anti-dilutive for each of the periods presented: 
Quarters Ended June 30,
 20232022
Options525,462 523,505 
Unvested restricted stock awards75,668 119,333 
Unvested restricted stock units120,157 161,764 
Convertible preferred stock62 62 
Total721,349 804,664 


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4. Securities

The Company's marketable debt securities are classified as either held-to-maturity (HTM) or available-for-sale (AFS) pursuant to ASC 320 - Investments - Debt Securities. HTM securities are valued at amortized cost. The following tables summarize the valuations of HTM securities as of June 30, 2023 and December 31, 2022.
 June 30, 2023
Held-to-maturity securitiesAmortized Cost Credit LossesEstimated Fair Value
Commercial paper995,834 — 995,608 
Total $995,834 $— $995,608 
    
 December 31, 2022
Held-to-maturity securitiesAmortized Cost Credit LossesEstimated Fair Value
U.S. government bonds$3,457,651 $— $3,456,580 
Corporate bonds4,011,569 — 3,950,380 
Commercial paper9,395,487 — 9,387,914 
Total $16,864,707 $— $16,794,874 

The following table summarizes the valuations and unrealized gains and losses of AFS securities which are recorded at estimated fair value as of June 30, 2023. The Company held no AFS securities as of December 31, 2022.

 June 30, 2023
Gross Unrealized
Available-for-sale securitiesAmortized Cost GainsLossesCredit LossesEstimated Fair Value
U.S. government bonds$9,853,238 $106,765 $— $— $9,960,003 
Commercial paper6,746,467 71,476 (9,520)— 6,808,423 
Total $16,599,705 $178,241 $(9,520)$— $16,768,426 

The Company evaluates all HTM and AFS securities for impairment at each reporting period. It determined that changes in the fair value of its securities at June 30, 2023 resulted primarily from interest rate fluctuations subsequent to the purchase date of the securities. There was no deterioration in the credit worthiness of the issuers and no credit losses were recorded as of June 30, 2023.
















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5. Fair Value Measurements

The following tables set forth the Company’s financial instruments that were measured at fair value:

 June 30, 2023
Total Level 1Level 2Level 3
Assets:
Money market funds$1,105,076 $1,105,076 $— $— 
U.S. government bonds9,960,003 9,960,003 — — 
Commercial paper6,808,423 — 6,808,423 — 
Total $17,873,502 $11,065,079 $6,808,423 $— 

 December 31, 2022
Total Level 1Level 2Level 3
Assets:
Money market funds$1,551,027 $1,551,027 $— $— 
Total $1,551,027 $1,551,027 $— $— 

The Company's accounts receivable, accounts payable, and accrued expenses are valued at cost which approximates fair value.


6.     Inventories
 
Inventories consist of the following: 

 June 30, 2023December 31, 2022
Purchased components$1,075,707 $982,129 
Finished goods508,278 632,858 
 $1,583,985 $1,614,987 

The company recorded a charge of $63,420 in the six months ended June 30, 2023 to reduce the carrying value of inventory to net realizable value.

7.     Accrued Expenses and Compensation
  
Accrued expenses and compensation consist of the following:
 June 30, 2023December 31, 2022
Professional services$238,000 $155,000 
Compensation456,555 249,224 
Warranty 13,000 16,700 
Sales tax 128,353 131,621 
Other44,168 37,394 
 $880,076 $589,939 


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8.     Operating Leases
 
The Company's lease on its Woburn, Massachusetts corporate office and manufacturing facility (the "Woburn Lease") extends through September 2025 with a monthly base rent of $13,846 and a 5-year extension option. The Company's lease on its former corporate office in Waltham, Massachusetts (the "Waltham Lease") expired in February 2022. In the first quarter of 2022, a $60,000 reduction in rent expense was recorded upon return of the facility to the lessor. The letter of credit issued by a bank in favor of the Waltham facility was released. For the six months ended June 30, 2022, the Company recorded sublet income on the Waltham Lease totaling $22,795 within operating expenses on the Company's Statement of Operations.

Future minimum lease payments under this non-cancellable operating lease as of June 30, 2023 are as follows:
202382,892 
2024165,785 
2025117,431 
Total minimum lease payments$366,108 
Interest, based on a 15%, discount rate
$65,574 
Lease obligation, current portion148,391 
Lease obligation, net of current portion152,143 
$366,108 

Total recorded rent expense was $49,232 and $46,102, for the quarters ended June 30, 2023 and 2022, respectively. Total recorded rent expense was $98,464 and $70,856 for the six months ended June 30, 2023 and 2022, respectively. The Company records rent expense on its facility lease on a straight-line basis over the lease term. The remaining operating lease term was 2.2 years as of June 30, 2023.

9.     Stockholders’ Equity
 
Preferred stock and convertible preferred stock consist of the following: 
 June 30, 2023December 31, 2022
Preferred stock, $0.001 par value; 5,000,000 shares authorized at June 30, 2023 and December 31, 2022; no shares issued and outstanding at June 30, 2023 and December 31, 2022
$— $— 
Series B convertible preferred stock, $0.001 par value; 147,000 shares designated at June 30, 2023 and December 31, 2022; 200 shares issued and outstanding at June 30, 2023 and December 31, 2022
$1 $1 

2023 equity activity

In May 2023, the Company issued 12,500 restricted stock units under its 2022 Equity Incentive Plan with a value of $12,625.

In June 2023, the Company issued 725,291 shares of its common stock, under an at-the-market ("ATM") program for net proceeds of $691,405 and issued 10,526 shares of fully vested common stock with a value of $8,715 pursuant to the Company's Employee Stock Purchase Plan.

As of June 30, 2023, the Company has 75,668 restricted stock awards and 120,157 restricted stock units that remain unvested. At December 31, 2022, the Company had 96,250 restricted stock awards and 194,731 restricted stock units that were unvested.





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2022 equity activity

In January 2022, the Company issued 292,500 shares of common stock under an ATM program with net proceeds of $1,943,052 and issued 20,000 restricted stock awards under its 2004 Stock Option Plan with a value of $104,200.

In April 2022, the Company issued 76,000 shares of restricted common stock under its 2022 Equity Incentive Plan with a value of $326,000 to employees as long term incentives ("LTI") and issued 50,213 shares of fully vested common stock with a value of $215,417 in settlement of management incentive compensation.

In May 2022, the Company issued 161,764 restricted stock units with a value of $550,000 as LTI to its management and directors under its 2022 Equity Incentive Plan.

In June 2022, the Company issued 2,503 shares of fully vested common stock with a value of $7,829 pursuant to the Company's Employee Stock Purchase Plan.


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
You should read the following discussion of our financial condition and results of operations in conjunction with our financial statements and the accompanying notes to those financial statements included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. For a description of factors that may cause our actual results to differ materially from those anticipated in these forward-looking statements, please refer to the below section of this Quarterly Report on Form 10-Q titled “Cautionary Note Regarding Forward-Looking Statements.” Unless the context otherwise requires, all references to “we”, “us”, the “Company”, or “NeuroMetrix” in this Quarterly Report on Form 10-Q refer to NeuroMetrix, Inc.


Business Overview

NeuroMetrix is a commercial stage neurotechnology company based in Woburn, Massachusetts. The Company’s mission is to improve individual and population health through the development of innovative medical devices and technology solutions for neurological disorders and pain syndromes. Our core expertise in biomedical engineering has been refined over two decades of designing, building and marketing medical devices that stimulate nerves and analyze nerve response for diagnostic and therapeutic purposes. We are fully integrated with in-house capabilities spanning research and development, regulatory affairs and compliance, sales and marketing, customer support, manufacturing, and product fulfillment. We hold extensive, proprietary intellectual property.

NeuroMetrix created the market for point-of-care nerve testing and introduced sophisticated wearable technology for chronic pain syndromes. Nearly five million patients have been served with our products. Revenue is derived from the sale of medical devices and after-market consumable products and accessories in the United States and select overseas markets. Products are authorized by the U.S. Food and Drug Administration ("FDA") and regulators in foreign jurisdictions where appropriate. We have two principal product categories:

–Diagnostic technology - point-of-care peripheral neuropathy assessment
–Therapeutic technology – wearable neuromodulation for chronic pain syndromes

Peripheral neuropathies are diseases of the peripheral nerves that affect about 10% of adults in the United States, with the prevalence rising to over 30% among individuals 65 years and older. Peripheral neuropathies are associated with loss of sensation, pain, increased risk of falling, weakness, and other complications. People with peripheral neuropathies often experience a diminished quality of life, poor overall health and higher mortality. The most common specific cause of peripheral neuropathies, accounting for about one-third of cases, is diabetes. The most common long-term complication of diabetes, affecting over 50% of the diabetic population, is diabetic peripheral neuropathy (DPN). Early detection of peripheral neuropathies, such as DPN, is important because there are no treatment options once the nerves have degenerated. Today’s diagnostic methods for peripheral neuropathies range from a simple monofilament test for lack of sensory perception in the feet to a nerve conduction study performed by a specialist. Our DPNCheck nerve conduction technology provides a rapid, low cost, quantitative test for peripheral neuropathies, including DPN. It addresses an important medical need and is particularly effective in screening large populations. DPNCheck has been validated in multiple clinical studies.
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Chronic pain is a significant public health problem. It is defined by the National Institutes of Health (NIH) as pain lasting more than 12 weeks. This contrasts with acute pain which is a normal bodily response to injury or trauma. Chronic pain conditions include low back pain, arthritis, fibromyalgia, neuropathic pain, cancer pain and many others. Chronic pain may be triggered by an injury or there may be an ongoing cause such as disease or illness. There may also be no clear cause. Chronic pain can also lead to other health problems. These can include fatigue, sleep disturbance and mood changes, which cause difficulty in carrying out important activities and contributing to disability and despair. In many cases, chronic pain cannot be cured. Treatment of chronic pain is focused on reducing pain and improving function. The goal is effective pain management.

Chronic pain is estimated to affect nearly 100 million adults in the United States. The most common approach to chronic pain management is pain medication. This includes over-the-counter ("OTC") internal and external analgesics as well as prescription pain medications, both non-opioid and opioid. The approach to treatment is individualized, drug combinations may be employed, and the results are often inadequate. Side effects, including the potential for addiction, are substantial. Nerve stimulation is a long-established category of treatment for chronic pain. This treatment approach is available through implantable devices which have both surgical and ongoing risks. Non-invasive approaches involving transcutaneous electrical nerve stimulation (TENS) have achieved limited efficacy in practice due to power limitations, inadequate dosing and low patient adherence. We believe that our Quell wearable technology for chronic pain is designed to address many of these limitations.

Business Strategy

Our DPNCheck diagnostic technology for peripheral neuropathies has been validated in multiple clinical studies During 2022 we expanded our commercial team for the domestic Medicare Advantage ("MA") and launched our next-generation DPNCheck device which enhances the user experience, improves testing efficiency and continues to deliver quantitative results with high sensitivity and specificity. Our 2023 commercial efforts focus on expanding our MA pipeline, encouraging transition to the new device, and on software development both to connect user testing at the clinic level to the overall business enterprise via a DPNCheck data cloud and to facilitating linkages between clinic testing and patient electronic medical records.

The MA market has grown rapidly and is expected to soon exceed traditional Medicare fee-for-service in terms of population enrollment. In the first quarter of 2023, The Centers for Medicare and Medicaid Services ("CMS") announced policy changes regarding their approach to compliance audits of MA health plans and also regarding coding of patient risk adjustment factors. CMS confirmed that the audit changes would be immediate and enforced retroactively, and that risk factor coding would be phased-in over three years. The changes to risk factor coding will significantly reduce CMS payments for population screening, including neuropathy. CMS policy changes have created significant uncertainty in the MA market among participating healthcare insurers and providers. The Company believes that the long-term opportunity in MA remains attractive for DPNCheck and is best addressed with a commercial approach involving patience, flexibility and careful resource deployment.

Quell, our wearable neuromodulation technology for chronic pain has been refined over the past seven years with over 200,000 chronic pain patients and is covered by over 20 U.S. utility patents. Patients control and personalize the technology via a mobile phone app, and their utilization and certain clinical metrics may be tracked in the Quell Health Cloud. The degree of technological sophistication, combined with our extensive consumer experience and the compelling results of clinical studies has given us the opportunity to redirect this technology away from the commodity-oriented OTC market and into an emerging portfolio of specialized, disease indicated, prescription wearable neurotherapeutics.

In 2021 Quell received FDA Breakthrough Device Designation for a fibromyalgia indication. A pivotal double-blind, randomized, sham-controlled clinical study of Quell Fibromyalgia was completed. In 2022 an FDA De Novo marketing authorization was received with an indication for use as an aid for reducing the symptoms of fibromyalgia in adults with high pain sensitivity. The Company initiated a limited strategic launch of Quell Fibromyalgia in December 2022 to better understand market dynamics and to refine the fulfillment process. The Company recently announced the next step in commercial release with the deployment of direct sales resources in the large markets of Florida, Texas and California.

Quell received FDA Breakthrough Device Designation in early 2022 for the treatment of chronic Chemotherapy Induced Peripheral Neuropathy ("CIPN"). The University of Rochester School of Medicine and Dentistry recently reported results of an NIH-funded multi-center randomized sham-controlled trial of Quell for CIPN. The results indicated a statistically meaningful reduction in moderate to severe CIPN symptoms of pain and muscular cramping in patients using the Quell device. We intend to use this data as the basis for making an FDA regulatory submission to market Quell with a CIPN indication. We currently
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expect that the regulatory filing would occur in late 2023/early 2024 with the potential for market launch in late 2024. We see opportunities with other specific disease indications involving chronic pain, including Chronic Low Back Pain, Post-Acute Sequelae of COVID 19 (Long COVID), Chronic Overlapping Pain Conditions, and Restless Leg Syndrome.

ADVANCE is our legacy, point-of-care neurodiagnostic technology used primarily for the diagnosis and screening for carpal tunnel syndrome. While ADVANCE devices are no longer sold, we continue to provide consumables and repair services to our customer base of hand surgeons and manufacturers for use in industrial health.





 
Results of Operations
 
Comparison of Quarters Ended June 30, 2023 and 2022
 
Quarter ended June 30,Increase (Decrease)
20232022Amount Percent
Revenues$1,655,744 $2,138,301 $(482,557)(22.6)%
Gross profit1,119,258 1,452,180 $(332,922)(22.9)%
–% of revenues
67.6 %67.9 %(0.3)%
Operating expenses2,742,713 2,662,498 $80,215 3.0 %
Other income, net86,426 50,395 $36,031 71.5 %
Net loss$(1,537,029)$(1,159,923)$377,106 32.5 %
Net loss per common share$(0.19)$(0.17)$0.02 11.8 %

Revenues

Revenues for the second quarter of 2023 decreased by $483 thousand or 22.6% compared to the second quarter of 2022. DPNCheck sales, primarily focused on MA, accounted for the majority of revenues in both quarters and a decline in such sales were the primary contributor to the revenue decline in the second quarter of 2023.

The MA market is experiencing substantial uncertainty following recent policy changes by the CMS concerning its audit practices and its patient risk adjustment coding. These changes are extensive and we believe have resulted in downward pressure on DPNCheck revenues. While it is difficult to predict the ultimate reactions by MA healthcare insurers and providers to these changes, and the effects on their patient screening with DPNCheck, it does appear likely that DPNCheck revenues will be depressed during the remainder of 2023 and potentially thereafter. Sales of Quell® declined in comparison with the second quarter of 2022, reflecting growth in sales of the recently launched Quell Fibromyalgia, offset by declines in sales of Quell OTC which is no longer offered to new accounts. Sales of legacy ADVANCE® consumables continue to decline as this product is no longer promoted and is managed for cash flow purposes.

Gross Profit

Gross profit for the second quarter of 2023 decreased by $333 thousand or 22.9% compared to the second quarter of 2022. The gross profit rate as a percentage of revenue was approximately flat between the comparable periods. The decline in revenue, particularly DPNCheck revenue, was the largest contributor to the reduction in gross profit.

Operating Expenses

Operating expenses increased in the second quarter of 2023 by $80 thousand or 3% compared to from the second quarter of 2022. Personnel costs increased due to a modest gain in headcount and compensation. This was offset by costs of consulting services, particularly in research and development, which declined due to completion of product engineering projects, and by reduced promotional spending with the discontinuation of Quell OTC sales to new accounts.
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Net loss

The net loss in the second quarter of 2023 increased by $377 thousand compared to the second quarter of 2022. Similarly, net loss per common share increased to ($0.19) per common share in the second quarter of 2023 from ($0.17) per common share in the second quarter of 2022. The increase in common shares outstanding in the second quarter of 2023 partially offset the per share effect of a greater net loss in that period.

Comparison of Six Months Ended June 30, 2023 and 2022
  
Six months ended June 30,Increase (Decrease)
20232022Amount Percent
Revenues$3,380,515 $4,440,692 $(1,060,177)(23.9)%
Gross profit$2,317,657 $3,245,697 $(928,040)(28.6)%
–% of revenues
68.6 %73.1 %(4.5)%
Operating expenses$5,651,181 $5,418,005 $233,176 4.3 %
Other income, net$222,321 $53,823 $168,498 313.1 %
Net loss$(3,111,203)$(2,118,485)$992,718 46.9 %
Net loss per common share$(0.40)$(0.30)$0.10 33.3 %

Revenues

Revenues for the first half of 2023 decreased by $1.1 million or 23.9% compared to the first half of 2022. DPNCheck sales, primarily focused on MA, accounted for the majority of revenues in both quarters and a decline in such sales was the primary contributor to the revenue decline in the first half of 2023.

Gross Profit

Gross profit for the first half of 2023 decreased by $928 thousand or 28.6% compared to the first half of 2022. The decline in revenue, particularly DPNCheck revenue, was the largest contributor to the reduction in gross profit. The gross profit rate in the first half of 2023 contracted from the prior year period due to lower weighting of aftermarket DPNCheck sales and supply chain costs for electronic components including net realizable value inventory charges related to Quell components.

Operating Expenses

Operating expenses increased in the first half of 2023 by $233 thousand or 4.3% compared to the first half of 2022. Personnel costs increased due to a modest gain in headcount and compensation. This was offset by costs of consulting services, particularly in R&D, which declined due to completion of product engineering projects, and by reduced promotional spending with the discontinuation of Quell OTC sales to new accounts.

Net loss

The net loss for the first half of 2023 increased by $993 thousand compared to 2022. Similarly, net loss per common share increased to ($0.40) per common share in the first half of 2023 from ($0.30) per common share in the first half of 2022. The increase in the number of common shares outstanding in the first half of 2023 partially offset the effect of a greater net loss in that period.






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Liquidity and Capital Resources
 
 June 30, December 31,
202320222022
 
Cash and cash equivalents$1,862,949 $6,002,329 $4,335,020 
Securities $17,764,260 $16,965,817 $16,864,707 
Working capital $21,079,477 $23,039,380 $23,000,575 
Current ratio18.4 15.5 21.8 
Net debt position$(18,265,137)$(21,121,664)$(19,885,799)
Days sales outstanding36.0 25.9 32.9 
Inventory turnover1.3 3.5 1.8 

Our primary sources of liquidity are cash and cash equivalents, securities, revenues from the sales of our products, and net proceeds from equity sales. Our expected cash outlays relate to funding operations. We believe that our resources are sufficient to fund our cash requirements over at least the next twelve months from the date of issuance of the financial statements.

As of June 30, 2023, we held $19.6 million in cash and cash equivalents, and securities. Working capital was $21.1 million, and the current ratio of working capital was 18.4. The Company had no term debt or borrowings. Net debt, defined as short and long-term debts (liabilities), less cash, cash equivalents and securities, continues to be negative.

Days sales outstanding ("DSO") reflect our customer payment terms which vary from payment on order to 60 days from shipment date. DSO of 36.0 on June 30, 2023 in comparison with 25.9 on June 30, 2022 reflects the timing of sales within the quarter plus an increase in sales to international distributors with 60 day credit terms. Overall, the receivable aging viewed from a 0-60 days perspective improved from the prior year. Inventory turnover rate declined during the quarter ended June 30, 2023 due to the drop in sales.

Cash Flows
Six months ended June 30,
 20232022Change
 
Net cash provided by (used in):
Operating activities
$(2,572,486)$(1,578,682)$(993,804)
Investing activities
(599,705)(16,941,974)16,342,269 
Financing activities
700,120 1,950,881 (1,250,761)
Net change in cash and cash equivalents$(2,472,071)$(16,569,775)

Operating activities
Cash used in operating activities in the first half of 2023 increased by $1.0 million from the comparable period in 2022. This primarily reflects the increased net loss in the period.

Investing activities

Investing activities in the first half of 2023 and 2022 primarily reflect the deployment of cash to purchase investment grade securities in the amount of $600 thousand, net and $16.9 million, respectively. The cash deployed is invested for the short term, and while it is not forecasted to be essential to the Company’s near-term operations requirements, provides a cushion if necessary.



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Financing activities

Equity sales in the first half of 2023 and 2022 contributed $700 thousand and $1.9 million, respectively. Shares of our common stock were sold to investors pursuant to the Company's at-the-market ("ATM") facility.

On October 22, 2021, we entered into an At Market Issuance Sales Agreement (the “ATM Sales Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Sales Agent”), pursuant to which we can offer and sell, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of up to $25 million through the sales agent in an “at the market offering.” The Sales Agent will receive a commission of 3.0% of the gross proceeds of any common stock sold under the ATM Sales Agreement. On August 31, 2022, Amendment 1 was filed which limited the amount of common stock we may offer and sell up to $7.6 million due to SEC limitations. During the three months ended June 30, 2023, we sold 725,291 shares of our common stock, net of banker, audit and legal fees, for proceeds of $691,405 pursuant to the ATM Sales Agreement.
We continue to maintain an effective shelf registration statement covering the sales of shares of our common stock and other securities, giving us the opportunity to raise funding when needed or otherwise considered appropriate at prices and on terms to be determined at the time of any such offerings. Pursuant to the instructions to Form S-3, we have the ability to sell shares under the shelf registration statement, during any 12-month period, in an amount less than or equal to one-third of the aggregate market value of our common stock held by non-affiliates. If we raise additional funds by issuing equity or debt securities, either through the sale of securities pursuant to a registration statement or by other means, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders.


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Cautionary Note Regarding Forward-Looking Statements
 
The statements contained in this Quarterly Report on Form 10-Q, including under the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this Quarterly Report, include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including, without limitation, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future, such as our estimates regarding anticipated operating losses, future revenues and projected expenses, the effect of the COVID-19 pandemic on our operating capabilities, our future liquidity and our expectations regarding our needs for and ability to raise additional capital; our ability to manage our expenses effectively and raise the funds needed to continue our business; our belief that there are unmet needs for the management of chronic pain and in the diagnosis and treatment of diabetic neuropathy; our expectations surrounding our commercialized neurostimulation and neuropathy diagnostic products; our expected timing and our plans to develop and commercialize our products; our ability to meet our proposed timelines for the commercial availability of our products; our ability to obtain and maintain regulatory approval of our existing products and any future products we may develop; regulatory and legislative developments in the United States and foreign countries; the performance of our third-party manufacturers; our ability to obtain and maintain intellectual property protection for our products; the successful development of our sales and marketing capabilities; the size and growth of the potential markets for our products and our ability to serve those markets; our estimate of our customer returns of our products; the rate and degree of market acceptance of any future products; our reliance on key scientific management or personnel; the payment and reimbursement methods used by private or government third party payers; and other factors discussed elsewhere in this Quarterly Report on Form 10-Q. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this quarterly report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section titled “Risk Factors” in our Annual Report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
We do not use derivative financial instruments in our investment portfolio and have no foreign exchange contracts. Our financial instruments consist of cash and cash equivalents. We consider investments that, when purchased, have a remaining maturity of 90 days or less to be cash equivalents. The primary objectives of our investment strategy are to preserve principal, maintain proper liquidity to meet operating needs, and maximize yields. To minimize our exposure to an adverse shift in interest rates, we invest mainly in cash equivalents and short-term investments with a maturity of twelve months or less and we maintain an average maturity of twelve months or less. We do not believe that a notional or hypothetical 10% change in interest rate percentages would have a material impact on the fair value of our investment portfolio or our interest income.
 
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Item 4. Controls and Procedures
 
(a) Evaluation of Disclosure Controls and Procedures. Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2023, have concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
(b) Changes in Internal Controls. In connection with our evaluation of the Company’s internal controls over financial reporting during 2022, we identified a control deficiency in inventory accounting which represented a material weakness in our controls over financial reporting as of December 31, 2022. Specifically, our controls were not designed or implemented to ensure the proper review and determination of inventory costing, and the valuation of inventory net realizable value. The Company has taken steps to remediate the material weakness in inventory accounting controls by expanding its period-end closing process to require that the Corporate Controller perform and document a review of inventory costing and also prepare an analysis of inventory net realizable value, which analysis is required to be reviewed and approved by the Chief Financial Officer. This change in internal controls was implemented during the closing process for the first half of 2023.

18




PART II – OTHER INFORMATION
 
Item 1. Legal Proceedings
 
While we are not currently a party to any material legal proceedings, we could become subject to legal proceedings in the ordinary course of business. We are not aware of and do not expect any such potential issues. However, should they occur, we do not expect them to have a significant impact on our financial position.
 
Item 1A. Risk Factors
 
There have been no material changes in the risk factors described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022.


Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
None.

Item 3.    Defaults Upon Senior Securities
 
None. 

Item 4.    Mine Safety Disclosures
 
Not applicable. 

Item 5.    Other Information
 
None. 
 
19




Item 6.    Exhibits

Exhibit No. Description
 Certification of Principal Executive Officer Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. Filed herewith.
   
 Certification of Principal Financial Officer Required Under Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
   
 Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350. Furnished herewith.
101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). Filed herewith.
101.SCHInline XBRL Taxonomy Extension Schema Document. Filed herewith.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document. Filed herewith.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document. Filed herewith.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document. Filed herewith.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document. Filed herewith.
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). Filed herewith.
20



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 thereunto duly authorized.
 
  NEUROMETRIX, INC.
  
July 27, 2023/s/SHAI N. GOZANI, M.D., PH. D.
  Shai N. Gozani, M.D., Ph. D.
  Chairman, President and Chief Executive Officer
  
July 27, 2023/s/THOMAS T. HIGGINS
  Thomas T. Higgins
  Senior Vice President, Chief Financial Officer and Treasurer
 
21
Document

EXHIBIT 31.1
 
CERTIFICATION
 
I, Shai N. Gozani, M.D., Ph.D., certify that:
 
1.I have reviewed this Quarterly Report on Form 10-Q of NeuroMetrix, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 


Date:July 27, 2023/s/ SHAI N. GOZANI, M.D., PH. D.
 Shai N. Gozani, M.D., Ph.D.
 Chairman, President and Chief Executive Officer

Document

EXHIBIT 31.2
 
CERTIFICATION
 
I, Thomas T. Higgins, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of NeuroMetrix, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 



Date:July 27, 2023/s/ THOMAS T. HIGGINS
 Thomas T. Higgins
 Senior Vice President, Chief Financial Officer and Treasurer

Document

EXHIBIT 32
 
CERTIFICATION
 
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of NeuroMetrix, Inc., a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that:
 
The Quarterly Report for the quarter ended June 30, 2023 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 /s/ SHAI N. GOZANI, M.D., PH. D.
 Shai N. Gozani, M.D., Ph.D.
 Chairman, President and Chief Executive Officer
  
  
 /s/ THOMAS T. HIGGINS
 Thomas T. Higgins
 Senior Vice President, Chief Financial Officer and Treasurer
  
July 27, 2023
  
This certification is being furnished and not filed, and shall not be incorporated into any document for any purpose, under the Securities Exchange Act of 1934 or the Securities Act of 1933.