WALTHAM, Mass.--(BUSINESS WIRE)--
NeuroMetrix, Inc. (Nasdaq:NURO) (the "Company" or "NURO"), an innovative
health care company that develops wearable medical technology and
point-of-care tests to help patients and physicians manage chronic pain,
nerve diseases, and sleep disorders, today announced that it entered
into a definitive securities purchase agreement with a single
institutional investor providing for the issuance of $8,000,000 of
shares of common stock and Series A-3 and Series A-4 convertible
preferred stock (for a combined total of 3,921,569 shares of common
stock, either outright or issuable upon conversion of the preferred
stock) and five year warrants to purchase up to 3,921,569 shares of
common stock at an exercise price of $2.04 per share. Subject to certain
ownership limitations, the Series A-3 and Series A-4 convertible
preferred stock is convertible at any time into shares of common stock
at an initial conversion price of $2.04 per share (which represents a
price 8.5% 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.
The Company did not use a placement agent in this transaction.
The closing of the sale of the securities is expected to take place on
or about June 27, 2014, subject to satisfaction of customary closing
conditions.
The shares of Series A-3 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-4 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-4 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-3 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 NeuroMetrix,
Inc., Attention: Investor Relations, 62 Fourth Avenue, Waltham,
Massachusetts 02451, e-mail: neurometrix.ir@neurometrix.com
or 781-314-2761.
About NeuroMetrix
NeuroMetrix is an innovative health-care company that develops wearable
medical technology and point-of-care tests that help patients and
physicians better manage chronic pain, nerve diseases, and sleep
disorders. The Company has a major focus on 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 device for treating chronic pain, focusing on physicians
managing patients with neuropathic pain such as painful diabetic
neuropathy. The Company also markets DPNCheck, which is a rapid,
accurate, and quantitative point-of-care test for peripheral
neuropathies such as diabetic neuropathy. This product is used to detect
neuropathies at an early stage and to guide treatment.
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.
NeuroMetrix, Inc.
Thomas T. Higgins, 781-314-2761
SVP and
Chief Financial Officer
neurometrix.ir@neurometrix.com
Source: NeuroMetrix, Inc.
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