x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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04-3308180
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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1000 Winter Street, Waltham, Massachusetts
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02451
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
x
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(Do not check if a smaller
reporting company)
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Item 1.
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Balance Sheets as of June 30, 2018 (unaudited) and December 31, 2017
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Statements of Operations (unaudited) for the Quarters and Six Months Ended June 30, 2018 and 2017
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Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2018 and 2017
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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June 30, 2018
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December 31, 2017
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||||
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(Unaudited)
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Assets
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Current assets:
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Cash and cash equivalents
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$
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7,108,915
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|
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$
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4,043,681
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Accounts receivable, net
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1,114,496
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1,049,329
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Inventories
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2,424,178
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2,142,561
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Prepaid expenses and other current assets
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691,835
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1,867,803
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Total current assets
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11,339,424
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9,103,374
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Fixed assets, net
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430,669
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440,842
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Other long-term assets
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38,127
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55,008
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Total assets
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$
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11,808,220
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$
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9,599,224
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Liabilities and Stockholders’ Equity
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Current liabilities:
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Accounts payable
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$
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799,785
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$
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733,305
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Accrued expenses and compensation
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1,974,210
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2,362,124
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Accrued product returns
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1,312,618
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|
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666,375
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Deferred revenue
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—
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820,031
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Total current liabilities
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4,086,613
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4,581,835
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Total liabilities
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4,086,613
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4,581,835
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Commitments and contingencies (Note 6)
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Stockholders’ equity:
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Preferred stock
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—
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—
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Convertible preferred stock
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18
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|
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30
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Common stock, $0.0001 par value; 100,000,000 shares authorized at June 30, 2018 and December 31, 2017; 7,356,731 and 2,706,066 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
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736
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|
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271
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Additional paid-in capital
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197,020,869
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196,355,142
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Accumulated deficit
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(189,300,016
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)
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(191,338,054
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)
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Total stockholders’ equity
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7,721,607
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5,017,389
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Total liabilities and stockholders’ equity
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$
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11,808,220
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$
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9,599,224
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Six Months Ended June 30,
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||||||
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2018
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2017
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Cash flows from operating activities:
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Net income (loss)
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$
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1,740,180
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$
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(6,470,196
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)
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Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
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Depreciation
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140,989
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126,254
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Stock-based compensation
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371,917
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113,635
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Change in fair value of warrant liability
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—
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(208,153
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)
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Changes in operating assets and liabilities:
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Accounts receivable
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1,288,332
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(245,786
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)
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Inventories
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(281,617
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)
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(225,089
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)
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Prepaid expenses and other current and long-term assets
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609,358
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(53,464
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)
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Accounts payable
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66,480
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24,160
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Accrued expenses and compensation
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(93,651
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)
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367,295
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Accrued product returns
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(645,938
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)
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(71,388
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)
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Deferred revenue
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—
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31,037
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Net cash provided by (used in) operating activities
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3,196,050
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(6,611,695
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)
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Cash flows from investing activities:
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Purchases of fixed assets
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(130,816
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)
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(37,869
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)
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Net cash used in investing activities
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(130,816
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)
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(37,869
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)
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Cash flows from financing activities:
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Net proceeds from issuance of stock and warrants
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—
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6,312,378
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Net cash provided by financing activities
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—
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6,312,378
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Net increase (decrease) in cash and cash equivalents
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3,065,234
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(337,186
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)
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Cash and cash equivalents, beginning of period
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4,043,681
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3,949,135
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Cash and cash equivalents, end of period
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$
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7,108,915
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$
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3,611,949
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Supplemental disclosure of cash flow information:
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Change in fair value of warrant liability from repricing
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$
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—
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$
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244,611
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Common stock issued to settle employee incentive compensation obligation
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$
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294,264
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$
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—
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1.
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Business and Basis of Presentation
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As reported
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After adoption
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||||||
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Quarter Ended June 30, 2017
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ASU 2014-09
Impact
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Quarter Ended June 30, 2017
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||||||
Revenues
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$
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4,310,059
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$
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503,484
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$
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4,813,543
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Cost of revenues
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$
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2,639,402
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$
|
371,714
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$
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3,011,116
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Gross profit
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$
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1,670,657
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$
|
131,770
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$
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1,802,427
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Net loss applicable to common stockholders
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$
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(3,237,796
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)
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$
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131,770
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$
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(3,106,026
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)
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Net loss per common share applicable to common stockholders, basic and diluted
|
$
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(2.49
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)
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$
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0.10
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$
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(2.39
|
)
|
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As reported
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After adoption
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||||||
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Six Months Ended June 30, 2017
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ASU 2014-09
Impact
|
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Six Months Ended June 30, 2017
|
||||||
Revenues
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$
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8,616,181
|
|
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$
|
511,138
|
|
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$
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9,127,319
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Cost of revenues
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$
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5,337,004
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|
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$
|
397,743
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|
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$
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5,734,747
|
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Gross profit
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$
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3,279,177
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|
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$
|
113,395
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|
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$
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3,392,572
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Net loss applicable to common stockholders
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$
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(10,511,878
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)
|
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$
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113,395
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$
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(10,398,483
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)
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Net loss per common share applicable to common stockholders, basic and diluted
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$
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(9.12
|
)
|
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$
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0.10
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|
|
$
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(9.02
|
)
|
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As reported
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After adoption
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||||||
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December 31, 2017
|
|
ASU 2014-09
Impact |
|
December 31, 2017
|
||||||
|
|
|
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|
||||||
Accounts receivable, net
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$
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1,049,329
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|
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$
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1,353,499
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$
|
2,402,828
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Prepaid expenses and other current assets
|
$
|
1,867,803
|
|
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$
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(583,491
|
)
|
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$
|
1,284,312
|
|
Total current assets
|
$
|
9,103,374
|
|
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$
|
770,008
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$
|
9,873,382
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|
|
|
|
|
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|
||||||
Accrued product returns
|
$
|
666,375
|
|
|
$
|
1,292,181
|
|
|
$
|
1,958,556
|
|
Deferred revenue
|
$
|
820,031
|
|
|
$
|
(820,031
|
)
|
|
$
|
—
|
|
Total current liabilities
|
$
|
4,581,835
|
|
|
$
|
472,150
|
|
|
$
|
5,053,985
|
|
|
|
|
|
|
|
||||||
Accumulated deficit
|
$
|
(191,338,054
|
)
|
|
$
|
297,858
|
|
|
$
|
(191,040,196
|
)
|
Total stockholders’ equity
|
$
|
5,017,389
|
|
|
$
|
297,858
|
|
|
$
|
5,315,247
|
|
2.
|
Comprehensive Income (Loss)
|
3.
|
Net Income (Loss) Per Common Share
|
|
Quarters Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income (loss) applicable to common stockholders
|
$
|
573,928
|
|
|
$
|
(3,237,796
|
)
|
|
$
|
1,740,180
|
|
|
$
|
(10,511,878
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding, basic
|
7,330,479
|
|
|
1,302,231
|
|
|
6,839,778
|
|
|
1,152,441
|
|
||||
Dilutive convertible preferred stock
|
6,584,674
|
|
|
—
|
|
|
6,980,585
|
|
|
—
|
|
||||
Weighted average number of common shares outstanding, dilutive
|
13,915,153
|
|
|
1,302,231
|
|
|
13,820,363
|
|
|
1,152,441
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share applicable to common stockholders, basic
|
$
|
0.08
|
|
|
$
|
(2.49
|
)
|
|
$
|
0.25
|
|
|
$
|
(9.12
|
)
|
Net income (loss) per common share applicable to common stockholders, diluted
|
$
|
0.04
|
|
|
$
|
(2.49
|
)
|
|
$
|
0.13
|
|
|
$
|
(9.12
|
)
|
|
Quarters Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Options
|
466,025
|
|
|
97,774
|
|
|
401,778
|
|
|
97,832
|
|
Warrants
|
459,375
|
|
|
4,845,186
|
|
|
459,375
|
|
|
4,619,920
|
|
Convertible preferred stock
|
—
|
|
|
3,883,251
|
|
|
—
|
|
|
3,042,295
|
|
Total
|
925,400
|
|
|
8,826,211
|
|
|
861,153
|
|
|
7,760,047
|
|
4.
|
Inventories
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Purchased components
|
$
|
1,481,398
|
|
|
$
|
505,293
|
|
Finished goods
|
942,780
|
|
|
1,637,268
|
|
||
|
$
|
2,424,178
|
|
|
$
|
2,142,561
|
|
5.
|
Accrued Expenses and Compensation
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Accrued compensation
|
$
|
534,467
|
|
|
$
|
786,184
|
|
Technology fees
|
450,000
|
|
|
450,000
|
|
||
Professional services
|
320,000
|
|
|
603,000
|
|
||
Advertising and promotion
|
189,700
|
|
|
127,361
|
|
||
Warranty reserve
|
151,321
|
|
|
160,800
|
|
||
Other
|
328,722
|
|
|
234,779
|
|
||
|
$
|
1,974,210
|
|
|
$
|
2,362,124
|
|
6.
|
Commitments and Contingencies
|
7.
|
Fair Value Measurements
|
|
|
|
Fair Value Measurements at June 30, 2018 Using
|
||||||||||||
|
June 30, 2018
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents
|
$
|
4,728,828
|
|
|
$
|
4,728,828
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
4,728,828
|
|
|
$
|
4,728,828
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at December 31, 2017 Using
|
||||||||||||
|
December 31, 2017
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents
|
$
|
1,744,965
|
|
|
$
|
1,744,965
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
1,744,965
|
|
|
$
|
1,744,965
|
|
|
$
|
—
|
|
|
$
|
—
|
|
8.
|
Credit Facility
|
9.
|
Stockholders’ Equity
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Preferred stock, $0.001 par value; 5,000,000 shares authorized at June 30, 2018 and December 31, 2017; no shares issued and outstanding at June 30, 2018 and December 31, 2017
|
$
|
—
|
|
|
$
|
—
|
|
Series B convertible preferred stock, $0.001 par value; 147,000 shares designated at June 30, 2018 and December 31, 2017; 500 shares issued and outstanding at June 30, 2018 and December 31, 2017
|
$
|
1
|
|
|
$
|
1
|
|
Series D convertible preferred stock, $0.001 par value; 21,300 shares designated at June 30, 2018 and December 31, 2017; 14,052.93 shares issued and outstanding at June 30, 2018 and December 31, 2017
|
$
|
14
|
|
|
$
|
14
|
|
Series E convertible preferred stock, $0.001 par value; 7,000 shares designated at June 30, 2018 and December 31, 2017; 3,260.70 and 7,000 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
|
$
|
3
|
|
|
$
|
7
|
|
Series F convertible preferred stock, $0.001 par value; 10,621 shares designated at June 30, 2018 and December 31, 2017; zero and 7,927.05 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
|
$
|
—
|
|
|
$
|
8
|
|
|
Quarters Ended June 30,
|
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
Revenues
|
$
|
3,751.6
|
|
|
$
|
4,310.1
|
|
|
$
|
(558.5
|
)
|
|
(13.0
|
)%
|
|
Quarters Ended June 30,
|
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
Cost of revenues
|
$
|
1,950.3
|
|
|
$
|
2,639.4
|
|
|
$
|
(689.1
|
)
|
|
(26.1
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
$
|
1,801.3
|
|
|
$
|
1,670.7
|
|
|
$
|
130.6
|
|
|
7.8
|
%
|
|
Quarters Ended June 30,
|
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Research and development
|
$
|
1,616.9
|
|
|
$
|
877.6
|
|
|
$
|
739.3
|
|
|
84.2
|
%
|
Sales and marketing
|
2,200.9
|
|
|
2,919.3
|
|
|
(718.4
|
)
|
|
(24.6
|
)%
|
|||
General and administrative
|
1,170.6
|
|
|
1,245.3
|
|
|
(74.7
|
)
|
|
(6.0
|
)%
|
|||
Total operating expenses
|
$
|
4,988.4
|
|
|
$
|
5,042.2
|
|
|
$
|
(53.8
|
)
|
|
(1.1
|
)%
|
|
Quarters Ended June 30,
|
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|||||||
Collaboration income
|
$
|
3,750.0
|
|
|
$
|
—
|
|
|
$
|
3,750.0
|
|
|
100.0
|
%
|
|
Quarters Ended June 30,
|
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other income
|
$
|
11.0
|
|
|
$
|
133.8
|
|
|
$
|
(122.8
|
)
|
|
(91.8
|
)%
|
|
Six Months Ended June 30,
|
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
Revenues
|
$
|
8,694.6
|
|
|
$
|
8,616.2
|
|
|
$
|
78.4
|
|
|
0.9
|
%
|
|
Six Months Ended June 30,
|
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
Cost of revenues
|
$
|
4,905.6
|
|
|
$
|
5,337.0
|
|
|
$
|
(431.4
|
)
|
|
(8.1
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
$
|
3,789.0
|
|
|
$
|
3,279.2
|
|
|
$
|
509.8
|
|
|
15.5
|
%
|
|
Six Months Ended June 30,
|
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Research and development
|
$
|
2,896.4
|
|
|
$
|
1,780.9
|
|
|
$
|
1,115.5
|
|
|
62.6
|
%
|
Sales and marketing
|
4,705.6
|
|
|
5,517.0
|
|
|
(811.4
|
)
|
|
(14.7
|
)%
|
|||
General and administrative
|
2,974.8
|
|
|
2,667.1
|
|
|
307.7
|
|
|
11.5
|
%
|
|||
Total operating expenses
|
$
|
10,576.8
|
|
|
$
|
9,965.0
|
|
|
$
|
611.8
|
|
|
6.1
|
%
|
|
Six Months Ended June 30,
|
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|||||||
Collaboration income
|
$
|
8,505.7
|
|
|
$
|
—
|
|
|
$
|
8,505.7
|
|
|
100.0
|
%
|
|
Six Months Ended June 30,
|
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other income
|
$
|
22.3
|
|
|
$
|
215.6
|
|
|
$
|
(193.3
|
)
|
|
(89.7
|
)%
|
|
June 30, 2018
|
|
December 31, 2017
|
|
Change
|
|
% Change
|
|||||||
|
($ in thousands)
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
$
|
7,108.9
|
|
|
$
|
4,043.7
|
|
|
$
|
3,065.2
|
|
|
75.8
|
%
|
|
Quarters Ended June 30,
|
|
Year Ended
December 31, |
||
|
2018
|
|
2017
|
|
2017
|
|
|
|
|
|
|
Days sales outstanding (days)
|
32
|
|
32
|
|
37
|
Inventory turnover rate (times per year)
|
3.6
|
|
7.8
|
|
6.5
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Net cash used in operating activities (excluding collaboration income)
|
$
|
(5,309.6
|
)
|
|
$
|
(6,611.7
|
)
|
Net cash provided by collaboration income
|
8,505.7
|
|
|
—
|
|
||
Net cash provided by (used in) operating activities
|
$
|
3,196.1
|
|
|
$
|
(6,611.7
|
)
|
Net cash used in investing activities
|
$
|
(130.8
|
)
|
|
$
|
(37.9
|
)
|
Net cash provided by financing activities
|
$
|
—
|
|
|
$
|
6,312.4
|
|
|
|
NEUROMETRIX, INC.
|
|
|
|
July 19, 2018
|
/s/
|
SHAI N. GOZANI, M.D., PH. D.
|
|
|
Shai N. Gozani, M.D., Ph. D.
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
July 19, 2018
|
/s/
|
THOMAS T. HIGGINS
|
|
|
Thomas T. Higgins
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
Exhibit No.
|
|
Description
|
|
|
|
|
Lease Extension #1 dated June 14, 2018, between Cummings Properties, LLC and NeuroMetrix, Inc.
|
|
|
|
|
|
Certification of Principal Executive Officer Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. Filed herewith.
|
|
|
|
|
|
Certification of Principal Financial Officer Required Under Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
|
|
|
|
|
|
Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350. Furnished herewith.
|
|
|
|
|
101
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheets at June 30, 2018 and December 31, 2017, (ii) Statements of Operations for the quarters and six months ended June 30, 2018 and 2017, (iii) Statements of Cash Flows for the six months ended June 30, 2018 and 2017, and (iv) Notes to Financial Statements.
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of NeuroMetrix, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
July 19, 2018
|
/s/ SHAI N. GOZANI, M.D., PH.D.
|
|
|
Shai N. Gozani, M.D., Ph.D.
|
|
|
Chairman, President and Chief Executive Officer
|
I, Thomas T. Higgins, certify that:
|
||
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of NeuroMetrix, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
July 19, 2018
|
/s/ THOMAS T. HIGGINS
|
|
|
Thomas T. Higgins
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
/s/ SHAI N. GOZANI, M.D., PH.D.
|
|
Shai N. Gozani, M.D., Ph.D.
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
|
|
/s/ THOMAS T. HIGGINS
|
|
Thomas T. Higgins
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|