electroCore to acquire NeuroMetrix

electroCore (ECOR) announced it has entered into a definitive agreement to acquire NeuroMetrix (NURO), including its Quell platform. The transaction does not include the DPNCheck technology and business, which is expected to be divested by NeuroMetrix prior to closing of the transaction. The transaction has been unanimously approved by the boards of directors of both companies and is expected to close around the end of the first quarter of 2025. Consummation of the transaction is subject to approval by the shareholders of NeuroMetrix, and the filing with the SEC of NeuroMetrix’s Form 10-K with respect to the fiscal year ended December 31, in addition to certain customary closing conditions. electroCore will purchase all of the outstanding shares of NeuroMetrix for the equivalent of NeuroMetrix’s balance of net cash at the closing of the transaction, after deduction of certain management compensation payments and other severance costs, transaction expenses and other accrued liabilities. NeuroMetrix stockholders will also receive one non-tradeable contingent value right per share of NeuroMetrix common stock owned. Each CVR will represent the right to receive (i) certain future net proceeds from any divestiture of NeuroMetrix’s DPNCheck platform that is consummated prior to the closing of the transaction with electroCore and certain royalties, up to an aggregate maximum of $500,000, on net sales of prescription Quell products over the first two years following the closing of the transaction. NeuroMetrix stockholders will be paid cash at closing. The merger consideration is expected to be paid with cash on hand of the combined company after the consummation of the acquisition. The transaction is not expected to be materially dilutive to electroCore cash or equity at close.