As filed with the Securities and Exchange Commission on May 26, 2015

 

Registration No. 333-


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549  


 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


 

NeuroMetrix, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware 3841 04-3308180
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)

 

1000 Winter Avenue
Waltham, Massachusetts 02451
(781) 890-9989

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)  


 

Shai N. Gozani, M.D., Ph.D.
Chief Executive Officer
NeuroMetrix, Inc.
1000 Winter Avenue
Waltham, Massachusetts 02451
(781) 890-9989

(Name, address, including zip code, and telephone number, including area code, of agent for service)


 

With copies to:

 

Megan N. Gates, Esq.

Mintz, Levin, Cohn, Ferris,

Glovsky and Popeo, P.C.

One Financial Center

Boston, MA 02111

Telephone: (617) 542-6000

Fax: (617) 542-2241

Stephen E. Older, Esq.
McGuireWoods LLP
1345 Avenue of the Americas
Seventh Floor
New York, NY 10105-0106
Telephone: (212) 548-2100
Fax: (212) 548-2150

 

Approximate date of commencement of proposed sale to public:    As soon as practicable after this Registration Statement becomes effective.

 

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act check the following box: x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    x  333-188133 

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨ 

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x
    (Do not check if a smaller
reporting company)
 

 


 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered     Proposed
maximum aggregate
offering price(1)
      Amount of
registration fee
 
2,000 Units consisting of:            
(i) 2,000 shares of Series B Convertible Preferred Stock, $0.001 par value   $ 200,000.00     $ 23.24  
(ii) 198,000 Warrants to purchase up to 198,000 shares of Common Stock, $0.0001 par value(2)(5)   $     $ —   
198,000 shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock(3)(4)(5)(6)   $     $ —   
198,000 shares of Common Stock issuable upon exercise of Warrants to purchase Common Stock(3)(4)   $ 247,500.00     $ 28.76  
Warrants to be issued to the Underwriter(2)   $     $ —   
4,950 shares of Common Stock issuable upon exercise of Warrants issued to the Underwriter(3)(5)(7)   $ 6,237.00     $ 0.72  
Total   $ 453,737.00     $ 52.72  

 

  (1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended (the “Securities Act”).
     
  (2) No registration fee required pursuant to Rule 457(g) under the Securities Act.
     
  (3) Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
     
  (4) We have calculated the securities included in this registration statement based on each share of Series B Preferred Stock being convertible into 99 shares of Common Stock at a conversion price of $1.0101 per share of Common Stock, and that each Warrant is exercisable for one share of Common Stock at an exercise price per share of $1.25.
     
  (5) Pursuant to a shareholder rights agreement, dated as of March 7, 2007, between the Company and American Stock Transfer & Trust Company, as amended, each share of common stock has an attached right to purchase our Series A Junior Cumulative Preferred Stock, which rights are not currently exercisable, on the terms set forth in the rights agreement.
     
  (6) No additional consideration is payable upon conversion of the Series B Convertible Preferred Stock.
     
  (7) We have calculated the securities included in this registration statement based on an exercise price per share of $1.26.

 

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

 
 

 

EXPLANATORY NOTE AND

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of additional securities of NeuroMetrix, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement includes the registration statement facing page, this page, the signature pages, an exhibit index, an opinion of counsel regarding the legality of the securities being registered and a related consent and accountant’s consent. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-188133), initially filed by the Registrant on April 25, 2013, as amended, and declared effective by the Securities and Exchange Commission on May 26, 2015. The Registrant is filing this Registration Statement for the sole purpose of increasing the proposed maximum aggregate offering price of such offering by $200,000. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1 (Registration No. 333-188133), including the exhibits and the power of attorney thereto, are incorporated by reference into this Registration Statement.

 

 
 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (Registration No. 333-188133) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith:

 

Exhibit    
Number   Description of Exhibit
     
5.1   Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, with respect to the legality of the securities being registered.
     
23.1   Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.
     
23.2   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1).
     
24.1   Power of Attorney (incorporated by reference to the Registration Statement on Form S-1 of the Registrant, Registration No. 333-188133).

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on May 26, 2015.

 

  NEUROMETRIX, INC.
     
  By    /s/ Shai N. Gozani
    Shai N. Gozani, M.D., Ph.D.
    President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the date indicated.

 

Signature   Title   Date
           
           
By: /s/ Shai N. Gozani   Chairman, President and Chief Executive Officer (Principal Executive Officer)   May 26, 2015
Shai N. Gozani, M.D., Ph.D.
           
           
By: /s/ Thomas T. Higgins  

Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and

Principal Accounting Officer)

  May 26, 2015
Thomas T. Higgins
         
           
By: *   Director   May 26, 2015
  David E. Goodman, M.D.        
           
By: *   Director   May 26, 2015
  Allen J. Hinkle M.D.        
           
By: *   Director   May 26, 2015
  Nancy E. Katz        
           
By: *   Director   May 26, 2015
  Timothy R. Surgenor        
           
By: *   Director   May 26, 2015
  David van Avermaete        
           
           
           
*By: /s/ Thomas T. Higgins       May 26, 2015
  Thomas T. Higgins, Attorney-in-fact        

 

 
 

 

EXHIBIT INDEX

 

Exhibit    
Number   Description
     
5.1   Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, with respect to the legality of the securities being registered.
     
23.1   Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.
     
23.2   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1).
     
24.1   Power of Attorney (incorporated by reference to the Registration Statement on Form S-1 of the Registrant (Registration No. 333-188133).