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 30, 2024

NEUROMETRIX, INC.

(Exact name of registrant as specified in charter)

Delaware	001-33351	04-3308180
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4B Gill Street, Woburn, Massachusetts	01801
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.0001 par value per share	NURO	The Nasdaq Stock Market LLC
Preferred Stock Purchase Rights

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 5.07.  Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of NeuroMetrix, Inc. (the “Company”) was held in a virtual format on April 30, 2024 (the “Annual Meeting”). Of the Company’s 1,986,540 shares of common stock issued and outstanding and eligible to vote as of the record date of March 4, 2024, a quorum of 1,198,853 shares, or 60.3% of the eligible shares, was present or represented by proxy. Each of the matters set forth below is described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 27, 2024. The following actions were taken at the Annual Meeting:

a)Election of David Van Avermaete and Bradley Fluegel as Class II Directors of the Company, to serve until the Company’s 2027 annual meeting of stockholders and until his successor has been duly elected and qualified or until his earlier death, resignation or removal.

	Voted For		Withheld Authority
David Van Avermaete		122,336		422,884
Bradley Fluegel		132,934		412,286

After the Annual Meeting, David E. Goodman, M.D., and Nancy E. Katz continued to serve as the Company’s Class III Directors for a term that expires in 2025 and Shai N. Gozani, M.D., Ph.D. continued to serve as the Company’s Class I Director for a term that expires in 2026.

b)Ratification of the selection of Baker Tilly US, LLP to serve as the Company’s independent auditors for the fiscal year ending December 31, 2024. The voting results were 1,117,755 votes for, 76,752 votes against, and 4,346 votes abstaining, with no broker non-votes.

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.

NEUROMETRIX, INC.

Date: May 1, 2024    By:    /s/ Thomas T. Higgins                

    Thomas T. Higgins    

    Senior Vice President, Chief Financial Officer and Treasurer