UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 4, 2024
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||||||||||||||||||||||||||
(781 ) 890-9989
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 4, 2024, NeuroMetrix, Inc. (the “Company”) entered into an addendum to the employment agreement of Shai N. Gozani, M.D., Ph.D., the Company’s President and Chief Executive Officer. On April 5, 2024, the Company entered into an addendum to the employment agreement of Thomas T. Higgins, the Company’s Senior Vice President and Chief Financial Officer.
The addenda to the employment agreements of Dr. Gozani and Mr. Higgins provide for periodic review by the Company of each of Dr. Gozani’s and Mr. Higgins’ base salaries and allow for each executive to elect a temporary reduction to his base salary in a quarterly period without resulting in any effect on the base salary amount used to calculate his variable compensation, benefits or incentives.
The foregoing summary description of the addenda to the employment agreements of Dr. Gozani and Mr. Higgins is not complete and is subject to, and qualified in its entirety by reference to, the full text of the addenda to the employment agreements, copies of which are filed herewith as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| Addendum, dated April 4, 2024, to Employment Agreement by and between the Company and Shai N. Gozani, M.D., Ph.D. | ||||||||
| Addendum, dated April 5, 2024, to Employment Agreement by and between the Company and Thomas T. Higgins | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 5, 2024 | NEUROMETRIX, INC. | |||||||||||||||||||||||||
| By: | /s/ Thomas T. Higgins | |||||||||||||||||||||||||
| Thomas T. Higgins | ||||||||||||||||||||||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||||||||||||||||||||||
April 4, 2024
Shai N. Gozani, M.D., PhD
Employment Agreement – December 30, 2020
Addendum
On behalf of the Board of Directors of NeuroMetrix, Inc., the Compensation Committee of the Board confirms the following modification to the terms of your employment:
“Base Salary – your annual salary (“Base Salary”), currently in the amount of $458,575, remains subject to periodic review and adjustment at the discretion of the Company. Should you elect, at your sole discretion, a temporary reduction in your base salary in any quarterly period, there will be no effect on the base salary amount used in any calculation of variable compensation, long term equity incentives, separation benefits or the Management Retention and Incentive Plan.”
Other terms of your employment agreement dated December 30, 2020 are unchanged.
Please acknowledge your acceptance of this Addendum by signing below.
Sincerely,
NeuroMetrix, Inc.
By: /s/ DAVID VAN AVERMAETE___________
David VanAvermaete
Compensation Committee, Board of Directors
/s/ DAVID E. GOODMAN, M.D.___________
David Goodman, M.D., MSE,
Compensation Committee, Board of Directors
Accepted: /s/ SHAI N. GOZANI, M.D., PH.D. _________ Date: _4/4/2024____
Shai N. Gozani, M.D., Ph.D.
4 B Gill Street, Woburn, MA 01801 / neurometrix.com / O 781.890.9989
April 5, 2024
Thomas T. Higgins
Employment Agreement – December 30, 2020
Addendum
On behalf of the Board of Directors of NeuroMetrix, Inc., the Compensation Committee of the Board confirms the following modification to the terms of your employment:
“Base Salary – your annual salary (“Base Salary”), currently in the amount of $359,125, remains subject to periodic review and adjustment at the discretion of the Company. Should you elect, at your sole discretion, a temporary reduction in your base salary in any quarterly period, there will be no effect on the base salary amount used in any calculation of variable compensation, long term equity incentives, separation benefits or the Management Retention and Incentive Plan.”
Other terms of your employment agreement dated December 30, 2020 are unchanged.
Please acknowledge your acceptance of this Addendum by signing below.
Sincerely,
NeuroMetrix, Inc.
By: /s/ DAVID VAN AVERMAETE___________
David VanAvermaete
Compensation Committee, Board of Directors
/s/ DAVID E. GOODMAN, M.D.___________
David Goodman, M.D., MSE,
Compensation Committee, Board of Directors
Accepted: /s/ THOMAS T. HIGGINS________________ Date: __4/5/2024____
Thomas T. Higgins.
4 B Gill Street, Woburn, MA 01801 / neurometrix.com / O 781.890.9989