Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 11, 2021, NeuroMetrix, Inc. (the "Company") approved an amendment to the
Company's amended and restated bylaws (the "Bylaws") to add a new Section 5 to
Article VI (Exclusive Jurisdiction of Delaware Courts) to the Bylaws, which
became effective immediately. The new Section 5 to Article VI provides that,
unless the Company consents in writing to the selection of an alternative forum,
the Court of Chancery of the State of Delaware (or, if the Court of Chancery
does not have jurisdiction, the United States District Court for the District of
Delaware) will serve as the sole and exclusive forum for state law claims for
(i) any derivative action or proceeding brought on behalf of the Company, (ii)
any action asserting a claim of breach of or based on a fiduciary duty owed by
any current or former director, officer or other employee of the Company to the
Company or the Company's stockholders, (iii) any action asserting a claim
against the Company or any current or former director, officer, or other
employee or stockholder of the Company arising pursuant to any provision of the
Delaware General Corporation Law or the Certificate or By-laws, or (iv) any
action asserting a claim against the Company governed by the internal affairs
doctrine; provided, however, that this forum provision will not apply to any
causes of action arising under the Securities Act of 1933, as amended, or the
Exchange Act. In addition, Section 5 of Article VI provides that, unless the
Company consents to the selection of an alternative forum, the United States
District Court for the District of Delaware will be the sole and exclusive forum
for resolving any complaint asserting a cause of action arising under the
Securities Act of 1933, as amended and that any person or entity purchasing or
otherwise acquiring any interest in shares of capital stock of the Corporation
shall be deemed to have notice of and consented to the provisions of this
Section 5 of Article VI.
The foregoing summary of the amendment to the Bylaws is qualified in its
entirety by reference to the full text of the Bylaws, as amended effective as of
June 11, 2021, a copy of which is filed as Exhibit 3.1 to this report and is
hereby incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 Third Amended and Restated Bylaws of NeuroMetrix, Inc. effective as
of June 11, 2021.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document).
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