UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported):  March 12, 2012

 

NEUROMETRIX, INC.

(Exact name of registrant as specified in charter)

 

Delaware   001-33351   04-3308180
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

62 Fourth Avenue, Waltham, Massachusetts   02451
(Address of principal executive offices)   (Zip Code)

 

(781) 890-9989
(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
 

 

 

Item 8.01Other Events.

 

On March 12, 2012, NeuroMetrix, Inc. (the “Company”) filed a prospectus supplement relating to the issuance (the “Issuance”) of 138,763 shares (the “Shares”) of its common stock, $0.0001 par value per share (the “Common Stock”).  The Shares were issued in satisfaction of the Company’s obligation to redeem certain warrants issued by the Company pursuant to Securities Purchase Agreements dated as of September 8, 2009.

 

The Issuance was made pursuant to a prospectus supplement dated March 12, 2012 and an accompanying prospectus dated April 16, 2010, pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-165784), which was declared effective by the Securities and Exchange Commission on April 14, 2010.

 

A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the legality of the Issuance of the Shares is attached as Exhibit 5.1 hereto.

 

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit       
Number       
5.1     Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
23.1     Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in the opinion filed as Exhibit 5.1).
 
 

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 hereunto duly authorized.

 

 

    NEUROMETRIX, INC.
     
     
Date: March 12, 2012 /s/ THOMAS T. HIGGINS
    Thomas T. Higgins
    Senior Vice President, Chief Financial Officer and Treasurer