Full Press Release Details
NeuroMetrix to Raise $18.68 Million
NeuroMetrix, Inc. (Nasdaq:NURO), a healthcare
company transforming patient care through neurotechnology, today announced that
it has obtained commitments
from institutional investors to purchase approximately $18.68 million of its
common stock in a private placement.
NeuroMetrix has entered into securities purchase agreements pursuant to
which it will sell an aggregate of 8,816,521 shares and warrants to purchase up
to 8,375,695 additional shares of common stock.
Each unit, consisting of one share of common stock and a warrant to
purchase 0.95 of a share of common stock, will be sold for a purchase price of
$2.12. The offering is expected to close
According to the Company,
proceeds from the transaction are expected to be used to expand its direct US
sales force, increase its international presence, fund certain clinical outcome
studies, advance its lead potassium channel blocker compound to a Phase I
milestone, as well as for other general working capital purposes.
The warrants will be exercisable at an exercise price
equal to $2.20, which represents a 10% premium over the consolidated closing
bid price of the common stock as reported on the Nasdaq Stock Market on September 4,
2009. The warrants are exercisable commencing on the six-month anniversary of
the closing and will expire five years from the date of issuance.
In connection with the financing, NeuroMetrix has
agreed, subject to certain terms and conditions, to file a registration statement
under the Securities Act covering the registration of the common stock and
warrants acquired at closing within 45 days after closing.
The Company also amended its Rights Plan as of September 8,
2009 to specify that the sale of the common stock and issuance and subsequent
exercise of the warrant by Deerfield Management do not trigger the change of
control provisions of the Rights Plan.
Canaccord Adams Inc. acted as placement agent and
Ladenburg Thalmann acted as co-agent for the transaction.
This press release does not and shall not constitute
an offer to sell or the solicitation of any offer to buy any of the securities.
For additional information, please refer to
NeuroMetrix s current report on Form 8-K filed with the Securities and
Exchange Commission with respect to this transaction.
is a science-based health care company transforming patient care through
neurotechnology. We provide innovative products for preservation and
restoration of nerve and spinal cord function, and pain control. To date, our
focus has been primarily on the assessment of neuropathies. Neuropathies affect
the peripheral nerves and parts of the spine and are frequently caused by or
associated with carpal tunnel syndrome, diabetes, sciatica, and other clinical
disorders. We market systems for the performance of nerve conduction studies
and needle electromyography procedures. Our product pipeline includes a system
designed to deliver pharmacologic agents such as anesthetics and corticosteroids
in close proximity to nerves for regional anesthesia, pain control and the
treatment of focal neuropathies. We are also developing devices and
pharmaceutical agents to treat spinal cord injuries. For more information,
visit http://www.neurometrix.com.
statements contained in this press release include forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including, without limitation, statements regarding NeuroMetrix s or
its management s expectations, hopes, beliefs, intentions or strategies
regarding the future. The words believe, may, will, estimate, continue,
anticipate, intend, expect, plan, hope and similar expressions may
identify forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. The forward-looking statements
contained in this press release are based on NeuroMetrix s current expectations
future developments and their potential effects on it. There can be no
assurance that future developments affecting NeuroMetrix will be those that
NeuroMetrix has anticipated. These forward-looking statements involve a number
of risks, uncertainties (some of which are beyond NeuroMetrix s control) or
other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, risks associated
with: reimbursement by third party payers to the Company s customers for
procedures performed using the NC-stat System and the ADVANCE System, including
the AMA CPT Editorial Panel process and the risk that the reimbursement amount
under any new CPT code for nerve conduction studies performed with
pre-configured electrode arrays may be lower than the reimbursement amount
under existing CPT codes for nerve conduction studies; obtaining necessary
regulatory approvals or clearances, including the pending 510(k) filing
with the United States Food and Drug Administration ( FDA ) relating to
portions of the onCall Information System that are currently in use for the
NC-stat System; plus factors described under the heading Item 1A. Risk Factors
in the Company s Annual Report on Form 10-K for the fiscal year ended December 31,
2008 or described in the Company s other public filings. Should one or more of
these risks or uncertainties materialize, or should any of NeuroMetrix s
assumptions prove incorrect, actual results may vary in material respects from
those projected in these forward-looking statements. NeuroMetrix undertakes no
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as may be
required under applicable securities laws.
Joseph A. Calo, Acting CFO