Large accelerated filer | Accelerated filer | ||||
Non-accelerated filer (do not check if a smaller reporting company) | Smaller reporting company | ||||
Emerging growth company |
Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee | ||||||||||
Common Stock, $.0001 par value | 652,500 shares | $2.90 | $1,892,250 | $206.44 | ||||||||||
Rights to purchase Series A Junior Participating Cumulative Preferred Stock, $.001 par value | (3) | (3) | (3) | None |
Exhibit No. | Identification of Exhibits | |||||||
4.1 | Third Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed on August 9, 2004, File No. 333-118059, and incorporated in this document by reference). | |||||||
4.2.1 | Certificate of Designations for Series A Junior Cumulative Preferred Stock (filed as Exhibit 3.1 to the Registration Statement on Form 8-A filed on March 8, 2007, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.2.2 | Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Convertible Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 6, 2013, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.2.3 | Certificate of Designation of Preferences, Rights and Limitations of Series A-2 Convertible Preferred Stock (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on June 6, 2013, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.2.4 | Certificate of Designation of Preferences, Rights and Limitations of Series A-3 Convertible Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 25, 2014, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.2.5 | Certificate of Designation of Preferences, Rights and Limitations of Series A-4 Convertible Preferred Stock (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on June 25, 2014, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.2.6 | Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 29, 2015, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.2.7 | Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 30, 2015, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.2.8 | Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 3, 2016, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.2.9 | Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 29, 2016, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.2.10 | Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 11, 2017, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.3 | Certificate of Amendment to Restated Certificate of Incorporation of NeuroMetrix, Inc., dated September 1, 2011 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on September 1, 2011, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.4 | Certificate of Amendment to Restated Certificate of Incorporation of NeuroMetrix, Inc., dated February 15, 2013 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 15, 2013, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.5 | Certificate of Amendment to Restated Certificate of Incorporation of NeuroMetrix, Inc., dated December 1, 2015 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 1, 2015, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.6 | Certificate of Amendment to Restated Certificate of Incorporation of NeuroMetrix, Inc., dated May 11, 2017 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 12, 2017, File No. 001-33351, and incorporated in this document by reference). |
4.7 | Certificate of Amendment to Restated Certificate of Incorporation of NeuroMetrix, Inc., dated November 18, 2019 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 18, 2019, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.8 | Shareholder Rights Agreement, dated as of March 7, 2007, between NeuroMetrix, Inc. and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 4.1 to the Registration Statement on Form 8-A filed on March 8, 2007, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.9 | Amendment to Shareholder Rights Agreement, dated September 8, 2009, between NeuroMetrix, Inc. and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 14, 2009, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.10 | Amendment No. 2 to Shareholder Rights Agreement, dated June 5, 2013, between NeuroMetrix, Inc. and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on June 6, 2013, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.11 | Amendment No. 3 to Shareholder Rights Agreement, dated June 25, 2014, between NeuroMetrix, Inc. and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 25, 2014, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.12 | Amendment No. 4 to Shareholder Rights Agreement, dated May 28, 2015, between NeuroMetrix, Inc. and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q filed on July 23, 2015, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.13 | Amendment No. 5 to Shareholder Rights Agreement, dated December 29, 2015, between NeuroMetrix, Inc. and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 30, 2015, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.14 | Amendment No. 6 to Shareholder Rights Agreement, dated June 3, 2016, between NeuroMetrix, Inc. and American Stock Transfer & Trust Company, as Rights Agent(filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on June 3, 2016, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.15 | Amendment No. 7 to Shareholder Rights Agreement, dated December 28, 2016, between NeuroMetrix, Inc. and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on December 29, 2016, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.16 | Amendment No. 8 to Shareholder Rights Agreement, dated February 8, 2017, between NeuroMetrix, Inc. and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 4.2.9 to the Registrant’s Annual Report on Form 10-K filed on February 8, 2017, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.17 | Amendment No. 9 to Shareholder Rights Agreement, dated July 10, 2017, between NeuroMetrix, Inc. and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on July 11, 2017, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.18 | Amendment No. 10 to Shareholder Rights Agreement, dated February 5, 2018, between NeuroMetrix, Inc. and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 4.2.11 to the Registrant’s Annual Report on Form 10-K filed on February 8, 2018, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.19 | Amendment No. 11 to Shareholder Rights Agreement, dated January 21, 2019, between NeuroMetrix, Inc. and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 4.2.12 to the Registrant’s Annual Report on Form 10-K filed on January 24, 2019, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.20 | Amendment No. 12 to Shareholder Rights Agreement, dated January 24, 2020, between NeuroMetrix, Inc. and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 4.3.13 to the Registrant’s Annual Report on Form 10-K filed on January 27, 2020, File No. 001-33351, and incorporated in this document by reference). |
4.21 | Amendment No. 13 to Shareholder Rights Agreement, dated January 24, 2020, between NeuroMetrix, Inc. and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 4.3.14 to the Registrant’s Annual Report on Form 10-K filed on January 29, 2021, File No. 001-33351, and incorporated in this document by reference). | |||||||
4.22 | Specimen certificate for shares of Common Stock (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed on May 13, 2004, as amended, File No. 333-115440, and incorporated in this document by reference). | |||||||
* | 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 Exhibit 5.1). | |||||||
* | Consent of Moody, Famiglietti & Andronico, LLP. | |||||||
24.1 | Powers of Attorney (included in the signature page to this Registration Statement). | |||||||
99.1 | NeuroMetrix, Inc. Twelfth Amended and Restated 2004 Stock Option and Incentive Plan (filed as Appendix A to the Registrant’s Proxy Statement for its 2021 Annual Meeting of Stockholders, filed on March 16, 2021, File No. 001-33351, and incorporated in this document by reference). | |||||||
99.2 | NeuroMetrix, Inc. Fifth Amended and Restated 2010 Employee Stock Purchase Plan, as amended (filed as Appendix B to the Registrant’s Proxy Statement for its 2021 Annual Meeting of Stockholders, filed on March 16, 2021, File No. 001-33351, and incorporated in this document by reference). |
* | Filed herewith. | ||||
One Financial Center Boston, MA 02111 617 542 6000 mintz.com |
/s/ Moody, Famiglietti & Andronico | |||||
Tewksbury, Massachusetts | |||||
May 26, 2021 |