4//SEC Filing
Goodman David 4
Accession 0001641172-25-008727
CIK 0001289850other
Filed
May 4, 8:00 PM ET
Accepted
May 5, 5:53 PM ET
Size
8.7 KB
Accession
0001641172-25-008727
Insider Transaction Report
Form 4
Goodman David
Director
Transactions
- Disposition to Issuer
Common Stock
2025-05-01−7,602→ 0 total - Disposition to Issuer
Restricted Stock Unit
2025-05-01−13,730→ 0 total→ Common Stock (13,730 underlying)
Footnotes (3)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated December 17, 2024 (the "Merger Agreement"), by and among the Issuer, electroCore, Inc., a Delaware corporation ("Parent"), and Nexus Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub").
- [F2]Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.0001 per share, of the Issuer that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) an amount in cash (the "Per Share Cash Consideration') equal to a pro rata share of the Company's balance of net cash at the Effective Time, after deduction of certain pro rata payments made accordance with the Issuer's Amended and Restated Management Retention and Incentive Plan, without interest and (ii) one contingent value right (a "CVR") representing the right to receive contingent payments subject to the terms and conditions set forth in a contingent value rights agreement entered into between Parent and Equiniti Trust Company, LLC.
- [F3]Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted stock unit (each, an "RSU") granted by the Issuer that was outstanding immediately prior to the Effective Time was converted into the right to receive (i) an amount of cash equal to the product of (A) the number of shares of common stock then underlying such RSU multiplied by (B) the Per Share Cash Consideration and (ii) CVRs in an amount equal to the total number of shares of common stock then underlying such RSUs.
Documents
Issuer
NeuroMetrix, Inc.
CIK 0001289850
Entity typeother
Related Parties
1- filerCIK 0001297457
Filing Metadata
- Form type
- 4
- Filed
- May 4, 8:00 PM ET
- Accepted
- May 5, 5:53 PM ET
- Size
- 8.7 KB