WALTHAM, Mass.--(BUSINESS WIRE)--
NeuroMetrix, Inc. (NASDAQ: NURO) announced today that it entered into a
definitive securities purchase agreement with a healthcare dedicated
institutional investor in connection with a private placement of 13,800
shares of Series C convertible preferred stock at a price of $1,000 per
share, and two series of warrants to purchase an aggregate of
approximately 10.8 million shares of common stock at an exercise price
of $2.30 per share. The Company expects to receive gross proceeds from
the offering of $13.8 million. It is expected that approximately $6.3
million of the proceeds of the offering will be used to redeem 63,000
shares of Series B convertible preferred stock held by the healthcare
dedicated institutional investor and the balance of the proceeds will be
used for general working capital purposes.
The Series C convertible preferred stock is convertible at any time into
an aggregate of approximately 5.4 million shares of common stock at an
initial conversion price of $2.55 per share, subject to certain
ownership limitations. The Series C convertible preferred stock is only
entitled to dividends in the event dividends are paid on the Company's
common stock and will not have any preferences over the Company's common
stock, including liquidation rights. The warrants are immediately
exercisable and 5.4 million of the warrants will expire twelve months
from the effective date of a resale registration statement to be filed
by the Company, and 5.4 million of the warrants will expire five years
from the effective date of a resale registration statement to be filed
by the Company.
Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, acted as the
exclusive placement agent for the transaction.
The offering is expected to close on or about December 31, 2015, subject
to satisfaction of customary closing conditions.
The shares of Series C convertible 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. Pursuant to a registration rights agreement with
the investor, 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 C
convertible 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.
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 is located in Waltham, Massachusetts and was
founded as a spinoff from the Harvard-MIT Division of Health Sciences
and Technology in 1996. For more information, please visit www.NeuroMetrix.com.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151229005684/en/
NeuroMetrix, Inc.
Thomas T. Higgins, 781-314-2761
SVP and
Chief Financial Officer
neurometrix.ir@neurometrix.com
Source: NeuroMetrix, Inc.
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