--- schema_version: "secwatch.filing_event.v1" accession: "0001641172-25-008179" form_type: "8-K" ticker: null cik: "0001289850" company_name: "NeuroMetrix, Inc." filed_at: "2025-05-02T23:59:59+00:00" generated_at: "2026-05-22T22:18:35.961196+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # NeuroMetrix completes merger with electroCore; shareholders receive $4.49/share plus CVRs ## Summary - Merger closed on May 1, 2025; shareholders receive $4.49 per share cash plus contingent value rights. - CVRs tied to future proceeds from Quell product line and asset purchase agreements with Fukuda Denshi and Alera/Impulse. - Common stock to be delisted from Nasdaq; registration under Section 12(g) to be terminated. - Board and officers replaced; Dan Goldberger becomes CEO, Joshua Lev CFO of surviving corporation. - Employee Stock Purchase Plan terminated effective May 1, 2025. ## SEC filing metadata - accession: 0001641172-25-008179 - form_type: 8-K - cik: 0001289850 - company_name: NeuroMetrix, Inc. - filed_at: 2025-05-02T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1289850/000164117225008179/0001641172-25-008179-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1289850/000164117225008179/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001641172-25-008179 - JSON: https://secwatch.observer/filing/0001641172-25-008179.json - Plain text: https://secwatch.observer/filing/0001641172-25-008179.txt ## Key facts - Executive change Joshua Horowitz departed as Director at NeuroMetrix, Inc.. - Action: ceased - Role: Director source text: In connection with the consummation of the Merger, each of Shai N. Gozani, David Van Avermaete, David E. Goodman, Joshua Horowitz and Nancy E. Katz ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1289850/000164117225008179/0001641172-25-008179-index.htm - Executive change David Van Avermaete departed as Director at NeuroMetrix, Inc.. - Action: ceased - Role: Director source text: In connection with the consummation of the Merger, each of Shai N. Gozani, David Van Avermaete, David E. Goodman, Joshua Horowitz and Nancy E. Katz ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1289850/000164117225008179/0001641172-25-008179-index.htm - Executive change Shai N. Gozani departed as Director at NeuroMetrix, Inc.. - Action: ceased - Role: Director source text: In connection with the consummation of the Merger, each of Shai N. Gozani, David Van Avermaete, David E. Goodman, Joshua Horowitz and Nancy E. Katz ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1289850/000164117225008179/0001641172-25-008179-index.htm - Executive change Dan Goldberger was appointed as Chief Executive Officer at NeuroMetrix, Inc.. - Action: became - Role: Chief Executive Officer source text: Dan Goldberger became the Chief Executive Officer of the Surviving Corporation evidence_url: https://www.sec.gov/Archives/edgar/data/1289850/000164117225008179/0001641172-25-008179-index.htm - Executive change Dan Goldberger was appointed as Director at NeuroMetrix, Inc.. - Action: became - Role: Director source text: At the Effective Time, in connection with the consummation of the Merger, and pursuant to the Merger Agreement each of Dan Goldberger and Joshua Lev (the directors of Merger Sub immediately prior to the Effective Time) became the directors of the Surviving Corporation in lieu of the Company’s existing directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1289850/000164117225008179/0001641172-25-008179-index.htm - Executive change Joshua Lev was appointed as Director at NeuroMetrix, Inc.. - Action: became - Role: Director source text: At the Effective Time, in connection with the consummation of the Merger, and pursuant to the Merger Agreement each of Dan Goldberger and Joshua Lev (the directors of Merger Sub immediately prior to the Effective Time) became the directors of the Surviving Corporation in lieu of the Company’s existing directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1289850/000164117225008179/0001641172-25-008179-index.htm - Executive change Joshua Lev was appointed as Chief Financial Officer at NeuroMetrix, Inc.. - Action: became - Role: Chief Financial Officer source text: Joshua Lev became the Chief Financial Officer of the Surviving Corporation evidence_url: https://www.sec.gov/Archives/edgar/data/1289850/000164117225008179/0001641172-25-008179-index.htm - Executive change Nancy E. Katz departed as Director at NeuroMetrix, Inc.. - Action: ceased - Role: Director source text: In connection with the consummation of the Merger, each of Shai N. Gozani, David Van Avermaete, David E. Goodman, Joshua Horowitz and Nancy E. Katz ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1289850/000164117225008179/0001641172-25-008179-index.htm - Executive change David E. Goodman departed as Director at NeuroMetrix, Inc.. - Action: ceased - Role: Director source text: In connection with the consummation of the Merger, each of Shai N. Gozani, David Van Avermaete, David E. Goodman, Joshua Horowitz and Nancy E. Katz ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1289850/000164117225008179/0001641172-25-008179-index.htm - Governance Changes NeuroMetrix, Inc.: The Surviving Corporation adopted the Fourth Amended and Restated Certificate of Incorporation in connection with the Merger. - Change: charter amendment source text: At the Effective Time and in connection with the Merger, the Surviving Corporation adopted the Fourth Amended and Restated Certificate of Incorporation, in the form attached hereto as Exhibit 3.1(the “ Amended and Restated Certificate ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1289850/000164117225008179/0001641172-25-008179-index.htm - Governance Changes NeuroMetrix, Inc.: The Surviving Corporation adopted Amended and Restated Bylaws in connection with the Merger. - Change: bylaw amendment source text: At the Effective Time and in connection with the Merger, the Surviving Corporation adopted the Amended and Restated Bylaws, in the form attached hereto as Exhibit 3.2 (the “ Amended and Restated Bylaws ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1289850/000164117225008179/0001641172-25-008179-index.htm - M&A Transactions NeuroMetrix, Inc. underwent a change of control involving electroCore, Inc. for $4.49 per share in cash plus one contingent value right (closed 2025-05-01). - Action: change of control - Counterparty: electroCore, Inc. - Consideration: $4.49 per share in cash plus one contingent value right - Closing: 2025-05-01 source text: the “ Merger Consideration ”). In accordance with the Merger Agreement, the Per Share Cash Consideration was determined by the Company and Parent to be in the amount of $4.49 per share of Company Common Stock. Each share of preferred stock, par value $0.001 per share, of the Company (the “ Company Preferred Stock ”) outstanding immediately prior to the evidence_url: https://www.sec.gov/Archives/edgar/data/1289850/000164117225008179/0001641172-25-008179-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.