Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)
August 31 2022 - 04:12PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-260438
AMENDMENT NO. 1 DATED AUGUST 31, 2022
to Prospectus Supplement dated November 5, 2021
(To Prospectus dated November 5, 2021)
NeuroMetrix, Inc.
Up to $7,600,000
Common Stock
This Amendment No. 1 to Prospectus Supplement (this
“Amendment”) amends our prospectus supplement dated November 5,
2021 (the “Prospectus Supplement”). This Amendment should be read
in conjunction with the Prospectus Supplement and the accompanying
prospectus dated November 5, 2021
(File No. 333-260438) (the “Prospectus”), and is
qualified by reference thereto, except to the extent that the
information herein amends or supersedes the information contained
in the Prospectus Supplement or the Prospectus. This Amendment is
not complete without, and may only be delivered or utilized in
connection with, the Prospectus Supplement and the Prospectus, and
any future amendments or supplements thereto.
We entered into an At Market Issuance Sales Agreement (the “Sales
Agreement”), dated October 22, 2021, with Ladenburg Thalmann &
Co. Inc. (“Ladenburg”) relating to shares of our common stock, par
value $0.001 per share, offered by the Prospectus Supplement and
the Prospectus. In accordance with the terms of the Sales
Agreement, we may offer and sell shares of our common stock having
an aggregate offering price of up to $25,000,000 from time to time
through Ladenburg acting as our sales agent.
Our common stock is listed on the Nasdaq Capital Market under the
symbol “NURO.”
We are filing this Amendment to amend the Prospectus Supplement to
update the amount of shares of our common stock we are eligible to
sell under General Instruction I.B.6 of Form S-3 and
pursuant to the Sales Agreement. As of August 31, 2022, the
aggregate market value of our outstanding common stock held
by non-affiliates, or the public float, was $28,863,570,
which was calculated based on 7,039,895 shares of our outstanding
common stock held by non-affiliates as of August 31,
2022, and at a price of $4.10 per share, the closing price of our
common stock on August 3, 2022. Pursuant to General Instruction
I.B.6 of Form S-3, in no event will we sell shares of our
common stock pursuant to the Prospectus Supplement and the
Prospectus, as amended by this Amendment, with a value of more
than one-third of the aggregate market value of our
common stock held by non-affiliates in
any 12-month period, so long as the aggregate market
value of our common stock held by non-affiliates is less
than $75,000,000. As of the date of this Amendment, we have offered
and sold $2,003,157 worth of shares of our common stock pursuant to
General Instruction I.B.6 to Form S-3 during the prior 12
calendar month period that ends on and includes the date
hereof.
As a result of these limitations and the current public float of
our common stock, and in accordance with the terms of the Sales
Agreement, we may offer and sell shares of our common stock having
an aggregate offering price of up to $7,600,000 from time to time
through Ladenburg. If our public float increases such that we may
sell additional amounts under the Sales Agreement, the Prospectus
Supplement and the Prospectus, we will file another amendment to
the Prospectus Supplement prior to making additional
sales.
Investing in our common stock involves a high degree of risk.
Before making an investment decision, please read the information
under the heading “Risk Factors” in the Prospectus Supplement, the
Prospectus and the documents incorporated by reference
therein.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this Amendment, the Prospectus
Supplement or the Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
Ladenburg Thalmann
The date of this Amendment No. 1 to Prospectus Supplement is August
31, 2022.
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