electroCore to acquire NeuroMetrix in cash+CVR merger valuing NURO at net cash plus milestones

electroCore, Inc.

NURO shareholders receive pro rata share of net cash (min $8M condition) and one CVR per share.
CVR pays up to ~$500K/yr based on 8% Quell Net Sales (Yr1) and 6% (Yr2), plus DPNCheck proceeds.
Voting agreements cover ~6.3% of NURO shares; NURO pays $500K termination fee in certain cases.
Closing requires NURO stockholder approval, FY2024 10-K filing, net cash >$8M, and no material adverse effect.
Deal must close by June 15, 2025; either party can terminate if not consummated by then.

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