UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant to~~PURSUANT ~~Section~~TO SECTION 13 orOR 15(d) ~~of the~~ OF

~~Securities Exchange~~THE ~~Act~~SECURITIES ofEXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March ~~January 16~~21, 2025

NEUROMETRIX, INC.

(Exact name of registrant as specified in its charter)

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

4B Gill Street, Woburn, Massachusetts		01801
(Address of principal executive offices)		(Zip Code)

4B Gill Street, Woburn, Massachusetts 01801

(~~781~~Address of principal executive offices) ~~890-9989~~ (Zip Code)

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

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):

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)	Name of exchange on which registered
Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value per share		NURO	The Nasdaq Stock Market LLC
Common Stock, $0.0001 par value	NURO	The Nasdaq Stock Market LLC
Preferred Stock Purchase Rights

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging ~~growth~~ growth company ☐  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ¨

Item 1 5.~~01.~~07 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement.~~Security Holders.

On ~~January~~ 16March 21, 2025, NeuroMetrix, Inc., a Delaware corporation (~~the~~ “~~Company~~NeuroMetrix”), ~~entered~~or ~~into an Asset Purchase Agreement (~~the “~~Asset Purchase Agreement~~Company”), ~~with~~held ~~Fukuda~~a ~~Denshi~~virtual ~~Co.,~~special ~~Ltd.,~~meeting aof ~~Japanese~~stockholders ~~corporation~~ (the “~~Purchaser~~Special Meeting”)~~, pursuant~~ to ~~which~~consider ~~the~~and ~~Company~~vote ~~sold~~on ~~its~~the ~~rights,~~proposals ~~title~~set ~~and~~forth ~~interest~~ in the ~~assets~~definitive ~~related~~proxy tostatement ~~its~~of ~~DPNCheck~~the ~~product~~Company ~~line~~prepared ~~for use~~ in ~~the Japanese~~connection ~~market,~~with ~~including~~the ~~relevant~~Merger ~~intellectual~~Agreement ~~property~~(as ~~rights.~~defined ~~DPNCheck~~below) isfiled awith ~~point-of-care~~the ~~test~~U.S. ~~for~~Securities ~~diabetic~~and ~~peripheral~~Exchange ~~neuropathy,~~Commission ~~which is~~ (the ~~most~~“Commission”) ~~common~~on February ~~long-term~~14, ~~complication of Type 2 diabetes~~2025.

~~In connection~~As ~~with~~of the ~~Company’s~~close ~~entry~~of ~~into~~business ~~the~~on ~~Asset~~February ~~Purchase Agreement~~10, 2025, the ~~Company~~record ~~and~~date ~~Purchaser~~for ~~also~~the ~~entered~~stockholders ~~into~~entitled ato ~~Patent~~vote ~~Assignment Agreement,~~at ~~dated~~the ~~January~~Special 16Meeting, ~~2025~~there ~~(the~~were ~~“Patent~~a ~~Assignment~~total ~~Agreement”)~~of ~~whereby~~2,059,693 ~~the~~shares ~~Company~~of ~~assigned~~Common toStock ~~Purchaser~~of ~~certain~~the ~~intellectual~~Company, ~~property~~par ~~rights~~value in$0.0001 ~~Japan~~per ~~relating~~share to(“Company ~~its~~Common ~~DPNCheck~~Stock”) ~~product~~outstanding ~~line,~~and asentitled ~~well~~to asvote anat ~~Intellectual~~the ~~Property~~Special ~~License Agreement,~~Meeting. ~~dated~~At ~~January~~the 16Special Meeting, ~~2025~~a ~~(the~~total ~~“License~~of ~~Agreement”)~~1,128,978 ~~whereby~~shares ~~the~~of Company ~~granted~~Common toStock, ~~the~~representing ~~Purchaser~~approximately a54.81% ~~limited,~~of ~~non-exclusive, royalty-free~~the ~~license~~total inshares ~~Japan~~of Company toCommon ~~certain~~Stock ~~materials~~outstanding and ~~know-how~~entitled into ~~connection~~vote, ~~with~~were ~~the~~present ~~use~~virtually ofor ~~the~~represented ~~intellectual~~by ~~property~~proxy, ~~purchased~~constituting ~~pursuant to~~a ~~the~~quorum ~~Asset~~to ~~Purchase Agreement~~conduct business.

~~Pursuant to~~At the ~~Asset~~Special ~~Purchase Agreement~~Meeting, the ~~Purchaser~~following ~~will pay the Company an initial payment of $400,000 in cash at the closing of the transactions~~proposals ~~contemplated~~were ~~by the Asset Purchase Agreement (the “Closing”), and may make payments up to $1.5 million after the Closing (the “Milestone Payments”), payable upon the achievement of certain milestones.~~considered:

~~The Asset~~Proposal ~~Purchase~~1: ~~Agreement~~Proposal ~~and~~to ~~the~~approve ~~transactions contemplated therein were approved by~~ the ~~board~~Agreement and ofPlan ~~directors~~ of ~~the Company. The Asset Purchase Agreement contains customary representations~~Merger, ~~warranties,~~dated ~~covenants~~as ~~and indemnification provisions for a transaction~~ of ~~this nature,~~December ~~including~~17, ~~without~~2024 ~~limitation,~~(as ~~confidentiality~~may ~~and~~be ~~non-compete~~amended, ~~undertakings~~supplemented byor ~~the~~modified ~~parties.~~from ~~The~~time ~~representations~~to ~~and~~time, ~~warranties contained in~~ the ~~Asset~~“Merger ~~Purchase~~ Agreement”), by ~~will~~and ~~survive~~among ~~the~~NeuroMetrix, ~~Closing~~electroCore, ~~and~~Inc., ~~remain~~a inDelaware ~~full~~corporation ~~force~~(“electroCore”) and ~~effect~~Nexus ~~until~~Merger ~~March~~Sub 31Inc., ~~2025,~~a ~~the date~~Delaware bycorporation ~~which~~and ~~the~~wholly ~~parties~~owned ~~anticipate~~subsidiary ~~the completion~~ of ~~all milestones and Milestone Payments~~electroCore.

~~The foregoing~~Set ~~descriptions~~forth ofbelow ~~the Asset Purchase Agreement, Patent Assignment Agreement and License Agreement~~ are ~~qualified~~the invoting ~~their~~results ~~entirety~~for the byproposal ~~reference~~ to ~~the~~approve ~~complete texts of~~ the ~~Asset~~Merger ~~Purchase~~ Agreement, ~~Patent Assignment Agreement and License Agreement, copies of~~ which ~~will~~ bewas ~~filed~~approved asby ~~exhibits to~~ the Company’s ~~Annual Report on Form 10-K for the fiscal year ending December 31, 2024.~~stockholders:

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
1,110,697		16,676		1,605		0

Proposal 2: Proposal to approve, on a non-binding, advisory basis, the compensation that will or may be paid or become payable to NeuroMetrix’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”).

Set forth below are the voting results for the Compensation Proposal, which was approved by the Company’s stockholders on a non-binding, advisory basis:

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
1,032,991		81,325		14,661		0

In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to approve the Merger Agreement if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). As there were sufficient votes from the Company’s stockholders to approve the Merger Agreement, adjournment of the Special Meeting was unnecessary and the Adjournment Proposal was not presented to the Company’s stockholders.

NeuroMetrix currently expects to complete the merger in the last week of April 2025. The completion of the merger remains subject to the satisfaction of other closing conditions, including the determination of Net Cash, as defined in and pursuant to the Merger Agreement, and the filing by the Company of its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Forward-Looking Statements

Except for historical information, all the statements, expectations and assumptions contained in this Current Report on Form 8-K are forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements relating to the Company’s future activities or other future events or conditions, including those relating to the expected completion and timing of the transactions contemplated by the Merger Agreement and other information relating to the merger. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “should,” “would,” “assuming” and similar expressions are intended to identify forward-looking statements. You should read statements that contain these words carefully. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, including risks and uncertainties related to the satisfaction of conditions to the consummation of the transaction. Therefore, actual outcomes and results may, and in some cases are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors discussed from time to time in documents which the Company files with the Commission.

Any forward-looking statements speak only as of the date on which they are made, and except as may be required under applicable securities laws, the Company does not undertake any obligation to update any forward-looking statements.

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: January 23, 2025	By:	/s/ Thomas T. Higgins
		Thomas T. Higgins
		Senior Vice President, Chief Financial Officer and Treasurer

Date: March 25, 2025

NeuroMetrix, Inc.

By:	/s/ Thomas T. Higgins
Name:	Thomas T. Higgins
Title:	Senior Vice President, Chief Financial Officer and Treasurer

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