NeuroMetrix Announces $5 Million Preferred Stock Placement

  NeuroMetrix Announces $5 Million Preferred Stock Placement

Business Wire

WALTHAM, Mass. -- June 4, 2013

NeuroMetrix, Inc. (Nasdaq:NURO) (the "Company" or "NURO"), a medical device
company focused on the diagnosis and treatment of the neurological
complications of diabetes, today announced that it entered into a definitive
securities purchase agreement with a single institutional investor providing
for the issuance of $5,000,000 of shares of Series A-1 and Series A-2
convertible preferred stock (convertible into a combined total of 2,386,635
shares of common stock) and five year warrants to purchase up to 2,386,635
shares of common stock at an exercise price of $2.00 per share. Subject to
certain ownership limitations, the Series A-1 and Series A-2 convertible
preferred stock is convertible at any time into shares of common stock at an
initial conversion price of $2.095 per share (which represents a price above
the closing price of the common stock on the previous trading day). The
preferred stock is not entitled to dividends and will not have any preferences
over the Company's common stock, including liquidation rights.

Dawson James Securities, Inc. acted as the exclusive placement agent for this
transaction.

The closing of the sale of the securities is expected to take place on or
about June 7, 2013, subject to satisfaction of customary closing conditions.

The shares of Series A-1 preferred stock described above were offered pursuant
to a shelf registration statement (File No. 333-186855), which was declared
effective by the United States Securities and Exchange Commission ("SEC") on
March 15, 2013. The shares of Series A-2 preferred stock and warrants
described above have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration with the SEC or an applicable exemption from such registration
requirements. The securities were offered only to accredited investors. The
Company has agreed to file one or more registration statements with the SEC
covering the resale of the shares of common stock issuable upon conversion of
or in connection with the Series A-2 preferred stock and upon exercise of the
warrants.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any of the securities described herein, nor shall there be
any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction. The Company will
file a prospectus supplement with the SEC relating to the Series A-1 preferred
stock, and following such filing, copies of the prospectus supplement and the
accompanying base prospectus relating to this offering may be obtained at the
SEC's website at http://www.sec.gov. Alternatively, copies may be obtained,
when available, from Dawson James Securities, Inc., Attention: Prospectus
Department, 1 North Federal Highway, 5th Floor, Boca Raton, FL 33432, e-mail:
mmaclaren@dawsonjames.com or toll free at (866) 928-0928.

About NeuroMetrix

NeuroMetrixis a medical device company that develops and markets home use and
point-of-care devices for the treatment of diabetic neuropathies, which affect
over 50% of people with diabetes. If left untreated, diabetic neuropathies
trigger foot ulcers that may require amputation and cause disabling chronic
pain. The annual cost of diabetic neuropathies has been estimated at$14
billioninthe United States. The Company markets the SENSUS^™ Pain Management
System for treating chronic pain, focusing on physicians managing patients
with painful diabetic neuropathy and similar peripheral neuropathies. The
Company also markets the NC-stat^®DPNCheck^®device, which is a rapid,
accurate, and quantitative point-of-care test for diabetic neuropathy. This
product is used to detect diabetic neuropathy at an early stage and to guide
treatment. For more information, please visit http://www.neurometrix.com.

Safe Harbor Statement

This press release contains certain statements that may include
"forward-looking statements." All statements other than statements of
historical fact included herein are "forward-looking statements." These
forward-looking statements are often identified by the use of forward-looking
terminology such as "believes," "expects" or similar expressions, involving
known and unknown risks and uncertainties. Although the Company believes that
the expectations reflected in these forward-looking statements are reasonable,
they do involve assumptions, risks and uncertainties, and these expectations
may prove to be incorrect. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of this press
release. The Company's actual results could differ materially from those
anticipated in these forward-looking statements as a result of a variety of
factors, including the risk factors discussed in the Company's periodic
reports that are filed with the Securities and Exchange Commission and
available on the SEC's website (http://www.sec.gov). All forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by these risk factors. Other than as
required under the securities laws, the Company does not assume a duty to
update these forward-looking statements.

Contact:

NeuroMetrix, Inc.
Thomas T. Higgins, 781-314-2761
SVP and Chief Financial Officer
neurometrix.ir@neurometrix.com
 
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