4//SEC Filing
Horowitz Joshua 4
Accession 0001641172-25-008735
CIK 0001289850other
Filed
May 4, 8:00 PM ET
Accepted
May 5, 6:51 PM ET
Size
8.4 KB
Accession
0001641172-25-008735
Insider Transaction Report
Form 4
Horowitz Joshua
Director
Transactions
- Disposition to Issuer
Common Stock
2025-05-01−60,500→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock
2025-05-01−29,807→ 0 total
Footnotes (3)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated December 17, 2024 (the "Merger Agreement"), by and among the Issuer, electroCore, Inc., a Delaware corporation ("Parent"), and Nexus Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub").
- [F2]Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.0001 per share, of the Issuer that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) an amount in cash (the "Per Share Cash Consideration') equal to a pro rata share of the Company's balance of net cash at the Effective Time, after deduction of certain pro rata payments made accordance with the Issuer's Amended and Restated Management Retention and Incentive Plan, without interest and (ii) one contingent value right (a "CVR") representing the right to receive contingent payments subject to the terms and conditions set forth in a contingent value rights agreement entered into between Parent and Equiniti Trust Company, LLC.
- [F3]Palm Management (US) LLC, as the investment manager of Palm Global Small Cap Master Fund LP ("Palm Global"), may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by Palm Global. Due to his positions as a portfolio manager and special limited partner of Palm Global and as an employee of Palm Management (US) LLC, the Reporting Person may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by Palm Global. Palm Management (US) LLC and the Reporting Person expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein.
Documents
Issuer
NeuroMetrix, Inc.
CIK 0001289850
Entity typeother
Related Parties
1- filerCIK 0001612424
Filing Metadata
- Form type
- 4
- Filed
- May 4, 8:00 PM ET
- Accepted
- May 5, 6:51 PM ET
- Size
- 8.4 KB