NEUROMETRIX, INC. (NASDAQ:NURO) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

On December 28, 2016, NeuroMetrix, Inc. (the Company), entered
into a Securities Purchase Agreement (the Purchase Agreement)
with a single institutional investor (the Investor) providing for
the issuance of (i) 7,000 shares of Series E convertible
preferred stock (the Series E Preferred Stock) at a price of
$1,000 per share, and (ii) warrants (the Warrants) to purchase
approximately 10 million shares of common stock, par value
$0.0001 per share (the Common Stock), at an exercise price of
$0.92 per share (the Offering). The Company expects to receive
gross proceeds from the Offering of$7.0 million, in an initial
tranche of $4.0 million and a second tranche, which is subject to
shareholder approval, of $3.0 million. The first tranche of the
Offering which will include the issuance of 4,000 shares of
Series E Preferred Stock and approximately 4 million Warrants
(the First Tranche Issuance) is expected to close on or about
January 3, 2017, subject to satisfaction of customary closing
conditions set forth in the Purchase Agreement. The Purchase
Agreement also contains representations, warranties,
indemnification and other provisions customary for transactions
of this nature. The Company will not complete the public offering
of units, and the associated repurchase of Series D convertible
preferred stock, as announced on December 20, 2016, due to
feedback from the Nasdaq Stock Market LLC.

The shares of Series E Preferred Stock and Warrants described
above have not been registered under the Securities Act of 1933,
as amended. Subject to certain ownership limitations, the Series
E Preferred Stock is convertible at any time into an aggregate of
approximately 10 million shares of common stock at a conversion
ratio of1,429 shares of Common Stock per share of Series E
Preferred Stock. The Series E Preferred Stock is only entitled to
dividends in the event dividends are paid on the Common Stock and
will not have any preferences over the Common Stock, including
liquidation rights. As further described below, until shareholder
approval is obtained, the Series E Preferred Stock issued in
connection with the First Tranche Issuance will be subject to a
conversion limitation of approximately 1.2 million shares of
Common Stock.

The Warrants are also subject to certain ownership limitations
and will be exercisable six months from their date of issuance.
The Warrants will expire five years from the date that the
Company has a resale registration statement declared effective
for the securities issued in the Offering.

In connection with this Offering, the Company is obligated to
seek shareholder approval of the issuance of the second tranche
of the Series E Preferred Stock and Warrants (the Second Tranche
Issuance), and will schedule a meeting of its shareholders for
that purpose. At that meeting, shareholders will also be asked to
approve amendments to 23,486,286 existing warrants (the Existing
Warrants) and 19,459 shares of Series D convertible preferred
stock held by the Investor and its affiliates, to provide that
the exercise price of such warrants and the conversion price of
such preferred shares will be reset to $0.70 per share of Common
Stock. Similarly, the shareholders will be asked to approve
setting and resetting, as applicable, of the conversion price of
the Warrants issued in the First Tranche Issuance and Second
Tranche Issuance to $0.70 per share. If the Company is unable to
obtain shareholder approval for the Second Tranche Issuance at
the first meeting, it will be required to call a shareholder
meeting to seek such approval once every four months until such
approval is obtained or the Series E Preferred Stock is no longer
outstanding. There will be no penalty to the Company or
additional rights granted in favor of the Investor in the event
that the Company is unable to obtain shareholder approval for the
Second Tranche Issuance. The closing of the second tranche will
as soon as possible following shareholder approval.

Finally, in connection with the Offering, (i) the exercise prices
of an aggregate of 11,685,732 of the Existing Warrants will be
immediately reset to $0.92 and will not be exercisable for six
months and one day from December 28, 2016 and the expiration date
of such warrants will also be extended for six months and (ii)
the expiration date of 5,411,764 of the Existing Warrants will be
extended by five years to June 28, 2022.

On June 2, 2016, the Company entered into a letter agreement (the
Letter Agreement) with Rodman Renshaw, a unit of H.C. Wainwright
Co., LLC (the Placement Agent), which was amended November 22,
2016, to which the Placement Agent agreed to serve as the agent
for the Company in connection with the Offering. On December 19,
2016, the Placement Agent and the Company further amended the
Letter Agreement (the Letter Agreement Amendment), to which the
Company agreed to pay the Placement Agent a cash placement fee
equal to 6.5% of the aggregate purchase price for the securities
placed in the Offering (net of any proceeds used to repurchase
outstanding shares of preferred stock), plus up to $50,000 of the
Placement Agents legal fees and expenses.

As part of the Offering, the Company also agreed to issue to the
placement agent in the offering warrants to purchase 500,000
shares of Common Stock that will expire five years from the date
that the Company has a resale registration statement declared
effective for the securities issued in the Offering (the
Placement Agent Warrants). The Placement Agent Warrants have an
exercise price of $1.15 per share.

The Company has also entered into a Registration Rights Agreement
with the investor to which the Company is obligated to file a
registration statement to register the resale of the shares of
Common Stock issuable upon conversion of the Series E Preferred
Stock and upon exercise of the Warrants within thirty calendar
days.

In connection with the Companys entry into the Purchase Agreement
and the Registration Rights Agreement, the Company will also
enter into Amendment No. 7 to the Companys Shareholder Rights
Agreement (Amendment No. 7) with American Stock Transfer Trust
Company, LLC, dated as of March 7, 2007, as amended (the
Shareholder Rights Agreement), in order to exempt the issuances
of securities that will be issued to the purchaser under the
Purchase Agreement from the operation of the Shareholder Rights
Agreement.

The foregoing descriptions of the Purchase Agreement, the
Registration Rights Agreement, the Series E Preferred Stock (and
the Certificate of Designation of Preferences, Rights and
Limitations of Series E Convertible Preferred Stock referred to
in Item 3.03 below), the Warrants, Amendment No. 7 and the Letter
Agreement Amendment are subject to, and qualified in their
entirety by, such documents attached hereto as Exhibits 10.1,
10.2, 3.1, 4.1, 4.2 and 1.1, respectively, which are incorporated
herein by reference.

Item3.02 Unregistered Sales of Equity
Securities.

The shares of Series E Preferred Stock, Warrants and Placement
Agent Warrants described above have not been registered under the
Securities Act of 1933, as amended. The issuance and sale of the
Placement Agent Warrants and the Series E Preferred Stock and the
Warrants by the Company under the Purchase Agreement is exempt
from registration to Section4(a)(2) of the Securities Act of
1933, as amended. The information contained above in Item1.01 is
hereby incorporated by reference into this Item3.02.

Item3.03 Material Modifications of Rights of Securities
Holders.

The Company filed the Certificate of Designation of Preferences,
Rights and Limitations of Series E Convertible Preferred Stock
(the Certificate of Designation) with the Secretary of State of
the State of Delaware, establishing and designating the Series E
Preferred Stock. Each share of Series E Preferred Stock has a
stated value of $1,000. Each share of Series E Preferred Stock is
convertible, at any time at the option of the holder thereof,
into a number of shares of Common Stock determined by dividing
the stated value by the initial conversion price of $0.92 per
share, subject to a 4.99% blocker provision. The Series E
Preferred Stock has no dividend rights or preferences over Common
Stock and has no voting rights except as required by law. A copy
of the Certificate of Designation is attached hereto as Exhibit
3.1 and incorporated herein by reference. The foregoing
description of the Certificate of Designation is qualified in its
entirety by reference to Exhibit 3.1 attached hereto.

Item5.03 Amendments to Articles of Incorporation or
Bylaws.

On December 28, 2016, the Company filed the Certificate of
Designation, a copy of which is attached hereto as Exhibit 3.1
and incorporated herein by reference. The Certificate of
Designation establishes and designates the Series E Preferred
Stock and the rights, preferences, privileges and limitations
thereof.

Item 8.01 Other Events.

On December 28, 2016, the Company issued a press release
announcing the Offering. The Companys press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

Safe Harbor Statement

Statements in this report that are not strictly historical in
nature constitute forward-looking statements. Such statements
include, but are not limited to, the Companys issuance of
securities, the amount of proceeds from the Offering and the
closing of the Offering. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may
cause actual results to be materially different from any results
expressed or implied by such forward-looking statements. All
forward-looking statements are qualified in their entirety by
this cautionary statement. The Company is providing this
information as of this date and does not undertake any obligation
to update any forward-looking statements contained in this report
as a result of new information, future events or otherwise.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

About NEUROMETRIX, INC. (NASDAQ:NURO)

NeuroMetrix, Inc. (NeuroMetrix) is a health-care company that develops wearable medical technology and point-of-care tests that help patients and physicians manage chronic pain, nerve diseases and sleep disorders. The Company operates through the sale of medical equipment and consumables segment. Its products are sold in the United States and selected overseas markets. It has two principal product lines: Wearable neuro-stimulation therapeutic devices and Point-of-care neuropathy diagnostic tests. The Company’s products consist of a medical device used in conjunction with a consumable electrode or biosensor. Its products include Quell, which is a wearable device for relief of chronic intractable pain; SENSUS, which is a prescription neuro-stimulation device; DPNCheck, which is a nerve conduction test that is used to evaluate systemic neuropathies, and ADVANCE System, which is a platform for the performance of nerve conduction studies.

NEUROMETRIX, INC. (NASDAQ:NURO) Recent Trading Information

NEUROMETRIX, INC. (NASDAQ:NURO) closed its last trading session up +0.085 at 0.820 with 857,005 shares trading hands.