UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20202021
OR 
¨☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number 001-33351
_________________________________________________ 
 NEUROMETRIX, INC.
(Exact name of registrant as specified in its charter)
Delaware04-3308180
(State or other jurisdiction of(I.R.S. Employer Identification No.)
incorporation or organization)
4B Gill Street Woburn, Massachusetts01801
(Address of principal executive offices)(Zip Code)
(781) 890-9989
(Registrant’s telephone number, including area code) 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, $0.0001 par value per shareNUROThe Nasdaq Stock Market LLC
Preferred Stock Purchase RightsNUROW
Warrants to Purchase Common Stock
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x     No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x     No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer¨
Accelerated filer¨
Non-accelerated filer¨
Smaller reporting companyx
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.  ☐


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨☐     No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,736,2073,803,195 shares of common stock, par value $0.0001 per share, were outstanding as of April 22, 2020.21, 2021.
In addition, there were 41,627 warrants to purchase shares of the issuer's common stock listed under NUROW on the Nasdaq stock exchange outstanding as of April 22, 2020.








NeuroMetrix, Inc.
Form 10-Q
Quarterly Period Ended March 31, 20202021
 
TABLE OF CONTENTS
 
Item 1.
Balance Sheets as of March 31, 20202021 (unaudited) and December 31, 20192020
1
Statements of Operations (unaudited) for the Quarters Ended March 31, 20202021 and 20192020
2
Statement of Changes in Stockholders' Equity (unaudited) for the Quarters Ended March 31, 20202021 and 20192020
3
Statements of Cash Flows (unaudited) for the Quarters Ended March 31, 20202021 and 20192020
4
5
Item 2.
12
10 
Item 3.
18
15 
Item 4.
18
15 
Item 1.
19
16 
Item 1A.
19
16 
Item 2.
19
16 
Item 3.
19
16 
Item 4.
19
16 
Item 5.
20
16 
Item 6.
20
16 
21
17 



3






PART I – FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
NeuroMetrix, Inc.
Balance Sheets
 
 March 31, 2021December 31, 2020
(Unaudited)
Assets  
Current assets:  
Cash and cash equivalents$5,145,167 $5,226,213 
Accounts receivable, net477,689 334,297 
Inventories979,626 1,051,282 
Prepaid expenses and other current assets362,921 478,074 
Total current assets6,965,403 7,089,866 
Fixed assets, net182,765 183,494 
Right to use asset544,420 692,692 
Other long-term assets28,284 28,523 
Total assets$7,720,872 $7,994,575 
Liabilities and Stockholders’ Equity  
Current liabilities:  
Accounts payable$381,248 $142,316 
Accrued expenses and compensation605,489 998,442 
Accrued product returns535,000 545,000 
Lease obligation, current566,256 599,632 
Total current liabilities2,087,993 2,285,390 
Lease obligation, net of current portion371,827 461,410 
Total liabilities2,459,820 2,746,800 
Commitments and contingencies00
Stockholders’ equity:  
Preferred stock0 0 
Convertible preferred stock1 1 
Common stock, $0.0001 par value; 25,000,000 shares authorized at March 31, 2021 and December 31, 2020; 3,796,147 and 3,793,739 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively380 379 
Additional paid-in capital202,202,254 202,129,195 
Accumulated deficit(196,941,583)(196,881,800)
Total stockholders’ equity5,261,052 5,247,775 
Total liabilities and stockholders’ equity$7,720,872 $7,994,575 
 March 31, 2020 December 31, 2019
 (Unaudited)  
Assets 
  
Current assets: 
  
Cash and cash equivalents$2,816,485
 $3,126,206
Accounts receivable, net386,124
 298,967
Inventories1,153,560
 1,163,714
Collaboration receivable181,330
 189,008
Prepaid expenses and other current assets340,369
 652,919
Total current assets4,877,868
 5,430,814
    
Fixed assets, net250,041
 273,448
Right to use asset1,048,937
 1,159,774
Other long-term assets29,650
 29,650
Total assets$6,206,496
 $6,893,686
    
Liabilities and Stockholders’ Equity 
  
Current liabilities: 
  
    
Accounts payable$623,193
 $725,658
Accrued expenses and compensation1,064,580
 1,443,574
Accrued product returns603,000
 689,000
Lease obligation, current591,370
 588,546
Total current liabilities2,882,143
 3,446,778
    
Lease obligation, net of current portion810,235
 916,674
Total liabilities3,692,378
 4,363,452
    
Commitments and contingencies

 

    
Stockholders’ equity: 
  
Preferred stock—
 —
Convertible preferred stock1
 1
Common stock, $0.0001 par value; 25,000,000 shares authorized at March 31, 2020 and December 31, 2019; 1,687,752 and 1,400,674 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively168
 140
Additional paid-in capital197,960,925
 197,319,698
Accumulated deficit(195,446,976) (194,789,605)
Total stockholders’ equity2,514,118
 2,530,234
Total liabilities and stockholders’ equity$6,206,496
 $6,893,686


The accompanying notes are an integral part of these interim financial statements.

1






NeuroMetrix, Inc.
Statements of Operations
(Unaudited)
 
Quarters Ended March 31, Quarters Ended March 31,
2020 2019 20212020
   
Revenues$2,172,036
 $3,122,935
Revenues$2,155,472 $2,172,036 
   
Cost of revenues620,190
 2,324,231
Cost of revenues576,289 620,190 
   
Gross profit1,551,846
 798,704
Gross profit1,579,183 1,551,846 
   
Operating expenses: 
  
Operating expenses:  
Research and development533,620
 855,081
Research and development233,277 533,620 
Sales and marketing424,349
 2,025,288
Sales and marketing393,825 424,349 
General and administrative1,251,746
 1,619,490
General and administrative1,012,276 1,251,746 
   
Total operating expenses2,209,715
 4,499,859
Total operating expenses1,639,378 2,209,715 
   
Loss from operations(657,869) (3,701,155)Loss from operations(60,195)(657,869)
   
Other income:   
Collaboration income—
 5,734,849
Other income498
 16,813
Other income412 498 
   
Total other income498
 5,751,662
   
Net (loss) income$(657,371) $2,050,507
   
Net (loss) income per common share applicable to common stockholders;   
Basic$(0.45) $2.65
Diluted$(0.45) $1.47
Net lossNet loss$(59,783)$(657,371)
Net loss per common share applicable to common stockholders, basic and dilutedNet loss per common share applicable to common stockholders, basic and diluted$(0.02)$(0.45)
 
The accompanying notes are an integral part of these interim financial statements.
 

2






NeuroMetrix, Inc.
Statements of Changes in Stockholders' Equity
(Unaudited)

Series B – F
Convertible Preferred Stock		 Common
Stock		 Additional
Paid-In
Capital		 Accumulated
Deficit		 Total
Number of
Shares		 Amount Number of
Shares		 Amount 
Balance at December 31, 201817,813.63
 $18
 738,029
 $74
 $197,114,310
 $(191,016,591) $6,097,811
Stock-based compensation expense—
 —
 —
 —
 44,093
 —
 44,093
Issuance of common stock upon conversion of preferred stock(2,445.90) (3) 93,000
 9
 (6) —
 —
Net income—
 —
 —
 —
 —
 2,050,507
 2,050,507
Balance at March 31, 201915,367.73
 $15
 831,029
 $83
 $197,158,397
 $(188,966,084) $8,192,411
             
Series B Convertible Preferred Stock Common
Stock		 Additional
Paid-In
Capital		 Accumulated
Deficit		 TotalSeries B Convertible Preferred StockCommon
Stock		Additional
Paid-In
Capital		Accumulated
Deficit		Total
Number of
Shares		 Amount Number of
Shares		 Amount Number of
Shares		AmountNumber of
Shares		Amount
Balance at December 31, 2019200
 $1
 1,400,674
 $140
 $197,319,698
 $(194,789,605) $2,530,234
Balance at December 31, 2019200 $1 1,400,674 $140 $197,319,698 $(194,789,605)$2,530,234 
Stock-based compensation expense—
 —
 —
 —
 144,047
 —
 144,047
Stock-based compensation expense— — — — 144,047 — 144,047 
Issuance of common stock under at the market offering—
 —
 256,078
 25
 453,432
 —
 453,457
Issuance of common stock under at the market offering— — 256,078 25 453,432 — 453,457 
Common stock issued to settle compensation obligations—
 —
 31,000
 3
 43,748
 —
 43,751
Issuance of common stock to settle compensation obligationsIssuance of common stock to settle compensation obligations— — 31,000 3 43,748 — 43,751 
Net loss—
 —
 —
 —
 —
 (657,371) (657,371)Net loss— (657,371)(657,371)
Balance at March 31, 2020200
 $1
 1,687,752
 $168
 $197,960,925
 $(195,446,976) $2,514,118
Balance at March 31, 2020200 $1 1,687,752 $168 $197,960,925 $(195,446,976)$2,514,118 
Series B Convertible Preferred StockCommon
Stock		Additional
Paid-In
Capital		Accumulated
Deficit		Total
Number of
Shares		AmountNumber of
Shares		Amount
Balance at December 31, 2020Balance at December 31, 2020200 $1 3,793,739 $379 $202,129,195 $(196,881,800)$5,247,775 
Stock-based compensation expenseStock-based compensation expense— — — — 68,863 — 68,863 
Issuance of common stock under employee stock purchase planIssuance of common stock under employee stock purchase plan— — 2,408 1 4,196 — 4,197 
Net lossNet loss— — — — — (59,783)(59,783)
Balance at March 31, 2021Balance at March 31, 2021200 $1 3,796,147 $380 $202,202,254 $(196,941,583)$5,261,052 
The accompanying notes are an integral part of these interim financial statements.




























3







NeuroMetrix, Inc.
Statements of Cash Flows
(Unaudited)
 
Three Months Ended March 31, Three Months Ended March 31,
2020 2019 20212020
Cash flows from operating activities: 
  
Cash flows from operating activities:  
Net (loss) income$(657,371) $2,050,507
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: 
  
Net lossNet loss$(59,783)$(657,371)
Adjustments to reconcile net loss to net cash used in operating activities:Adjustments to reconcile net loss to net cash used in operating activities:  
Depreciation23,407
 31,778
Depreciation22,182 23,407 
Stock-based compensation144,047
 44,093
Stock-based compensation68,863 144,047 
Expense related to settlement of compensation obligation43,751
 —
Settlement of compensation obligationSettlement of compensation obligation0 43,751 
Impairment charge against right of use asset87,000
 —
Impairment charge against right of use asset126,748 87,000 
Inventory provision—
 700,000
Changes in operating assets and liabilities: 
  
Changes in operating assets and liabilities:  
Accounts receivable(87,157) 110,605
Accounts receivable(143,392)(87,157)
Inventories10,154
 (182,404)Inventories71,656 10,154 
Collaboration receivable7,678
 —
Collaboration receivable0 7,678 
Prepaid expenses and other current and long-term assets312,550
 (101,579)Prepaid expenses and other current and long-term assets(16,043)312,550 
Accounts payable(102,465) (740,223)Accounts payable238,932 (102,465)
Accrued expenses and compensation(458,772) 657,059
Accrued expenses and compensation(332,953)(458,772)
Accrued product returns(86,000) (374,766)Accrued product returns(10,000)(86,000)
Deferred collaboration income—
 (1,774,704)
Net cash (used in) provided by operating activities(763,178) 420,366
Net cash used in operating activitiesNet cash used in operating activities(33,790)(763,178)
Cash flows from investing activities:Cash flows from investing activities:  
Purchases of fixed assetsPurchases of fixed assets(21,453)0 
Net cash used in investing activitiesNet cash used in investing activities(21,453)0 
   
Cash flows from financing activities: 
  
Cash flows from financing activities:  
Net proceeds from issuance of stock453,457
 —
Net proceeds from issuance of stock4,197 453,457 
Net cash provided by financing activities453,457
 —
Deferred stock issuance costs paidDeferred stock issuance costs paid(30,000)0 
   
Net (decrease) increase in cash and cash equivalents(309,721) 420,366
Net cash (used in) provided by financing activitiesNet cash (used in) provided by financing activities(25,803)453,457 
Net decrease in cash and cash equivalentsNet decrease in cash and cash equivalents(81,046)(309,721)
Cash and cash equivalents, beginning of period3,126,206
 6,780,429
Cash and cash equivalents, beginning of period5,226,213 3,126,206 
Cash and cash equivalents, end of period$2,816,485
 $7,200,795
Cash and cash equivalents, end of period$5,145,167 $2,816,485 
Supplemental disclosure of cash flow information: 
  
Supplemental disclosure of cash flow information:  
Common stock issued to settle employee compensation$43,751
 $—
Common stock issued to settle employee compensation$0 $43,751 
 
The accompanying notes are an integral part of these interim financial statements.
 

4



NeuroMetrix, Inc.
Notes to Unaudited Financial Statements
March 31, 20202021






1.Business and Basis of Presentation

1.Business and Basis of Presentation

Our Business-An Overview
 
NeuroMetrix, Inc., or (the Company) develops and commercializes health care products that utilize non-invasive neurostimulation. Revenues are derived from the Company, is a leading developer and manufacturersale of diagnostic and therapeutic neurostimulation based medical devices thatand after-market consumable products and accessories. The Company’s products are used throughoutsold in the world.United States and select overseas markets. They are cleared by the U.S. Food and Drug Administration (FDA) and regulators in foreign jurisdictions where appropriate. The Company has three FDA cleared commercialtwo primary products. DPNCheck® is a point-of-care test thatfor diabetic peripheral neuropathy, which is used to evaluate peripheral neuropathies. ADVANCE™the most common long-term complication of Type 2 diabetes. Quell is a point-of-carean app-enabled, over-the-counter wearable device that provides nerve conduction studies as an aid in diagnosing and evaluating patients suspected of having focal or systemic neuropathies. Quell® 2.0 is a wearable, mobile app enabled, neurostimulation device indicated for symptomatic relief and management of chronic pain and is available OTC. The Company maintains an active, industry-leading R&D program.pain.
 
The accompanying financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company has reported recurring losses from operations and negative cash flows from operating activities. At March 31, 2020,2021, the Company had an accumulated deficit of $195.4$196.9 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the one-year period from the date of issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company held cash and cash equivalents of $2.8$5.1 million as of March 31, 2020.2021. The Company believes that these resources and the cash to be generated from future product sales will be sufficient to meet its projected operating requirements intothrough the first quarter of 2021.2022. Accordingly, the Company willmay need to raise additional funds to support its operating and capital needs in the firstsecond quarter of 20212022 and beyond.

The Company continues to face significant challenges and uncertainties and, as a result, the Company’s available capital resources may be consumed more rapidly than currently expected due to (a) decreases in sales of the Company’s products including related to the COVID-19 pandemic and other factors, and the uncertainty of future revenues from new products; (b) the effect of the COVID-19 pandemic on the Company's ability to obtain parts and materials from the Company's suppliers while continuing to staff critical production and fulfillment functions; (c) changes the Company may make to the business that affect ongoing operating expenses; (d) changes the Company may make in its business strategy; (e) regulatory developments affecting the Company’s existing products; (f) changes the Company may make in its research and development spending plans; and (g) other items affecting the Company’s forecasted level of expenditures and use of cash resources.

The Company may attempt to obtain additional funding throughfrom public or private financing, collaborative arrangements with strategic partners, divestiture of assets or through additional credit lines or other debt financing sources to increase the funds available to fund operations. However, the Company may not be able to secure such fundingfinancing in a timely manner or on favorable terms, if at all. Furthermore, if the Company issues equity or debt securities to raise additional funds, its existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. If the Company raises additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to its potential products or to proprietary technologies, or grant licenses on terms that are not favorable to the Company. Without additional funds, the Company may be forced to delay, scale back or eliminate some of its sales and marketing efforts, research and development activities, or other operations and potentially delay product development in an effort to provide sufficient funds to continue its operations. If any of these events occurs, the Company’s ability to achieve its development and commercialization goals would be adversely affected.
 

5






Unaudited Interim Financial Statements
 
The accompanying unaudited balance sheet as of March 31, 2020,2021, unaudited statements of operations, changes in stockholders' equity for the quarters ended March 31, 2021 and 2020 and cash flows for the quarters ended March 31, 20202021 and 20192020 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The accompanying balance sheet as of December 31, 20192020 has been derived from audited financial statements prepared at that date but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, the financial statements include all normal and recurring adjustments considered necessary for a fair presentation of the Company’s financial position and operating results. Operating results for the three months ended March 31, 20202021 are not necessarily indicative of the results that may be expected for the year ending December 31, 20202021 or any other period. These financial statements and notes should be read in conjunction with the financial statements for the year ended December 31, 20192020 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, or the SEC, on January 28, 202029, 2021 (File No. 001-33351), or the Company’s 2019 Form 10-K..
 
Revenues


Revenues include product sales, net of estimated returns. Revenue is measured as the amount of consideration the Company expects to receive in exchange for product transferred. Revenue is recognized when contractual performance obligations have been satisfied and control of the product has been transferred to the customer. In most cases, the Company has a single product delivery performance obligation. Accrued product returns are estimated based on historical data and evaluation of current information.


Accounts receivable are recorded at the amount the Company expects to collect, net of the allowance for doubtful accounts which representsreceivable. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses.losses based on customer past payment history, product usage activity, and recent communications with the customer. Individual customer balances which are over 90 days past due are reviewed individually for collectability and written-off when recovery is not probable. Allowance for doubtful accounts was $70,000$25,000 as of March 31, 20202021 and December 31, 2019.2020.
 
TwoOne customer accounted for 36% of total revenues in the quarter ended March 31, 2021 and two customers accounted for 36% of total revenues in the quarter ended March 31, 2020. Two customersOne customer accounted for 32% of total revenues in the quarter ended March 31, 2019. Three customers accounted for 62%33% and two customers accounted for 42%50% of accounts receivable as of March 31, 20202021 and December 31, 2019,2020, respectively.

Collaboration income

Collaboration income is recognized within Other income when contractual performance obligations, outside the ordinary activities of the Company, have been satisfied and control has been transferred to a collaboration partner. Collaboration income for each performance obligation is based on the fair value of such performance obligation relative to the total fair value of all performance obligations multiplied by the overall transaction price. A deferred collaboration income liability is recorded when payments are received prior to satisfaction of performance obligations. A collaboration receivable is recorded when amounts are owed to the Company under the collaboration agreements and related support services. The Company recognized Collaboration income net of costs, within Other income in the Statement of Operations of zero and $5,734,849, for the quarters ended March 31, 2020 and 2019, respectively.


Stock-based Compensation
 
Total compensation cost related to non-vested awards not yet recognized at March 31, 20202021 was $408,144.$170,683. The total compensation costs are expected to be recognized over a weighted-average period of 0.81.2 years.


Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during reporting periods. Actual results could differ from those estimates.





2.     Comprehensive Loss



6



2.Comprehensive Income (Loss)
 
For the quarters ended March 31, 20202021 and 2019,2020, the Company had no0 components of other comprehensive income (loss)loss other than net income (loss)loss itself.
 
6
3.Net (Loss) Income Per Common Share




3. Net Loss Per Common Share
 
Basic and dilutive net income (loss)loss per common share were as follows:
Quarters Ended March 31,
20212020
Net loss applicable to common stockholders$(59,783)$(657,371)
Weighted average number of common shares outstanding, basic3,796,120 1,457,224 
Dilutive convertible preferred stock0 0 
Weighted average number of common shares outstanding, dilutive3,796,120 1,457,224 
Net loss per common share applicable to common stockholders, basic and diluted$(0.02)$(0.45)
 Quarters Ended March 31,
 2020 2019
Net income (loss) applicable to common stockholders$(657,371) $2,050,507
    
Weighted average number of common shares outstanding, basic1,457,224
 774,146
Dilutive convertible preferred stock—
 622,720
Weighted average number of common shares outstanding, dilutive1,457,224
 1,396,866
    
Net income (loss) per common share applicable to common stockholders, basic$(0.45) $2.65
Net income (loss) per common share applicable to common stockholders, diluted$(0.45) $1.47


Shares underlying the following potentially dilutive weighted average number of common stock equivalents were excluded from the calculation of diluted net income (loss)loss per common share because their effect was anti-dilutive for each of the periods presented: 
 Quarters Ended March 31,
 20212020
Options368,510 164,091 
Warrants0 42,086 
Convertible preferred stock62 62 
Total368,572 206,239 


 Quarters Ended March 31,
 2020 2019
Options164,091
 48,849
Warrants42,086
 45,937
Convertible preferred stock62
 —
Total206,239
 94,786
4. Inventories

4.Inventories
 
Inventories consist of the following: 


 March 31, 2021December 31, 2020
Purchased components$709,841 $716,848 
Finished goods269,785 334,434 
 $979,626 $1,051,282 
 March 31, 2020 December 31, 2019
Purchased components$736,791
 $720,209
Finished goods416,769
 443,505
 $1,153,560
 $1,163,714







7






5.     Accrued Expenses and Compensation
5.Accrued Expenses and Compensation
  
Accrued expenses and compensation consist of the following:
 March 31, 2021December 31, 2020
Professional services$199,000 $343,000 
Compensation186,614 49,837 
Advertising and promotion1,000 31,000 
Warranty42,700 49,600 
Technology fees0 450,000 
Other176,175 75,005 
 $605,489 $998,442 
The Company reversed accrued technology fees of $450,000 upon the resolution of licensing issues during the quarter ended March 31, 2021.


 March 31, 2020 December 31, 2019
Technology fees$450,000
 $450,000
Professional services292,000
 454,000
Compensation92,758
 62,322
Advertising and promotion60,000
 68,000
Warranty63,700
 75,300
Other106,122
 333,952
 $1,064,580
 $1,443,574

6.Leases
6.     Operating Leases
 
The Company's lease on its Woburn, Massachusetts corporate office and manufacturing facilities (the “Woburn Lease”) extends through September 2025 with a monthly base rent of $13,846 and a 5-year extension option. The Company's lease on its former corporate office in Waltham, Massachusetts facilities, now inactive and offered for sublet,(the "Waltham Lease") extends through February 2022 with an average monthly base rent of $41,074 and a 5-year extension option. At March 31, 2020,A letter of credit in the amount of $226,731, secured by the Company's cash balances, was issued by a bank in favor on the Waltham Lease landlord. While the Company continues to actively seek a sublet for the Waltham Lease under difficult market conditions, the Company recorded an impairment reserve of $487,000 that reduced the right of use assetcharge for Waltham idle facility costs.costs of $126,748 in the quarter ended March 31, 2021 to reduce the remaining value of its right-to-use asset in the Waltham facility to 0 and $60,000 in accrued expense to provide for estimated costs of returning the property to the lessor.


Future minimum lease payments under non-cancellable operating leases as of March 31, 20202021 are as follows:
2021$491,369 
2022247,347 
2023165,785 
2024165,785 
2025117,431 
Total minimum lease payments$1,187,717 
Weighted-average discount rate, 14.7%$249,634 
Lease obligation, current portion566,256 
Lease obligation, net of current portion371,827 
$1,187,717 
2020 482,391
2021 653,164
2022 247,347
2023 165,785
2024 165,785
2025 117,431
Total minimum lease payments $1,831,903
   
Weighted-average discount rate, 14.7% $430,298
Lease obligation, current portion 591,370
Lease obligation, net of current portion 810,235
  $1,831,903


Total recorded rent expense was $166,904, and $166,024, for the quarters ended March 31, 20202021 and 2019, respectively.2020. The Company records rent expense on its facility leases on a straight-line basis over the lease term. Weighted average remaining operating lease term was 3.42.9 years as of March 31, 2020.2021.


7.Business Restructuring
In the second quarter of 2019, the Company was restructured to reduce operating costs and improve efficiency. Operations were consolidated in a single location, headcount was reduced, and excess inventory was written down to net realizable value. The total 2019 restructuring charge was $2.3 million. The total impairment charge in the first quarter of 2020 was $87,000. The Company's Waltham facility was idled and as of March 31, 2020 had not been sublet, and a reserve of $487,000 was recorded against the Company's right to use for this asset.


8







The obligations relating to the business restructuring outstanding as of March 31, 2020 are presented below.
7.     Fair Value Measurements
  March 31, 2020
Severance obligations:  
Provision $224,773
Amounts paid out (224,773)
Total —
Relocation costs:  
Provision 100,000
Amounts paid out (100,000)
Total —
Impairment charge for idle facility 487,000
Amounts paid out (87,000)
Total 400,000
   
Balance - March 31, 2020 $400,000




8.Fair Value Measurements
 
The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis for the periods presented and indicates the fair value hierarchy of the valuation techniques it utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates, and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. All Company assets and liabilities measured at fair value utilize Level 1 inputs.
 
  Fair Value Measurements at March 31, 2020 Using  Fair Value Measurements at March 31, 2021 Using
March 31, 2020 Quoted Prices in
Active Markets
for Identical
Assets (Level 1)		 Significant Other
Observable Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)		 March 31, 2021Quoted Prices in
Active Markets
for Identical
Assets (Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets: 
  
  
  
Assets:    
Cash equivalents$12
 $12
 $—
 $—
Cash equivalents$2,302,891 $2,302,891 $0 $0 
Total$12
 $12
 $—
 $—
Total$2,302,891 $2,302,891 $0 $0 
 
  
  Fair Value Measurements at December 31, 2019 Using  Fair Value Measurements at December 31, 2020 Using
December 31, 2019 Quoted Prices in
Active Markets
for Identical
Assets (Level 1)		 Significant Other
Observable Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)		 December 31, 2020Quoted Prices in
Active Markets
for Identical
Assets (Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets: 
  
  
  
Assets:    
Cash equivalents$698,807
 $698,807
 $—
 $—
Cash equivalents$2,374,216 $2,374,216 $0 $0 
Total$698,807
 $698,807
 $—
 $—
Total$2,374,216 $2,374,216 $0 $0 
 



98.     Stockholders’ Equity



9.Credit Facility
The Company is party to a Loan and Security Agreement, as amended (the “Credit Facility”), with a bank. As of March 31, 2020, the Credit Facility permitted the Company to borrow up to $250,000 on a revolving basis. The Credit Facility was amended most recently on January 23, 2020 and extended until April 30, 2020. Amounts borrowed under the Credit Facility will bear interest equal to the prime rate plus 0.5%. Any borrowings under the Credit Facility will be collateralized by the Company’s cash, accounts receivable, inventory, and equipment. The Credit Facility includes traditional lending and reporting covenants. These include certain financial covenants applicable to liquidity that are to be maintained by the Company. As of March 31, 2020, the Company was in compliance with these covenants and had not borrowed any funds under the Credit Facility. However, $226,731 of the amount under the Credit Facility is restricted to support letters of credit issued in favor of the Company's landlords. Consequently, the amount available for borrowing under the Credit Facility as of March 31, 2020 was approximately $23,269.
10.Stockholders’ Equity
 
Preferred stock and convertible preferred stock consist of the following: 
 March 31, 2021December 31, 2020
Preferred stock, $0.001 par value; 5,000,000 shares authorized at March 31, 2021 and December 31, 2020; 0 shares issued and outstanding at March 31, 2021 and December 31, 2020$0 $0 
Series B convertible preferred stock, $0.001 par value; 147,000 shares designated at March 31, 2021 and December 31, 2020; 200 shares issued and outstanding at March 31, 2021 and December 31, 2020$1 $1 
Series D convertible preferred stock, $0.001 par value; 21,300 shares designated at March 31, 2021 and December 31, 2020; 0 shares issued and outstanding at March 31, 2021 and December 31, 2020$0 $0 
Series E convertible preferred stock, $0.001 par value; 7,000 shares designated at March 31, 2021 and December 31, 2020; 0 shares issued and outstanding at March 31, 2021 and December 31, 2020$0 $0 
Series F convertible preferred stock, $0.001 par value; 10,621 shares designated at March 31, 2021 and December 31, 2020; 0 shares issued and outstanding at March 31, 2021 and December 31, 2020$0 $0 
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 March 31, 2020 December 31, 2019
Preferred stock, $0.001 par value; 5,000,000 shares authorized at March 31, 2020 and December 31, 2019; no shares issued and outstanding at March 31, 2020 and December 31, 2019$—
 $—
Series B convertible preferred stock, $0.001 par value; 147,000 shares designated at March 31, 2020 and December 31, 2019; 200 shares issued and outstanding at March 31, 2020 and December 31, 2019$1
 $1
Series D convertible preferred stock, $0.001 par value; 21,300 shares designated at March 31, 2020 and December 31, 2019; no shares issued and outstanding at March 31, 2020 and December 31, 2019$—
 $—
Series E convertible preferred stock, $0.001 par value; 7,000 shares designated at March 31, 2020 and December 31, 2019; no shares issued and outstanding at March 31, 2020 and December 31, 2019$—
 $—
Series F convertible preferred stock, $0.001 par value; 10,621 shares designated at March 31, 2020 and December 31, 2019; no shares issued and outstanding at March 31, 2020 and December 31, 2019$—
 $—
2021 equity activity

In January 2021, the Company issued 2,408 shares of fully vested common stock with a value of $4,197 pursuant to the Company's 2010 Employee Stock Purchase Plan.

2020 equity activity


In February 2020, the Company entered into an At Market Issuance Sales Agreement (the "Agreement") with respect to an at-the-market offering program ("ATM program"), under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share (the "Common Stock"), having an aggregate offering price of upsubject to $2,200,000the regulatory limitations imposed by the Securities and Exchange Commission (the "Placement Shares"). The issuance and sale if any, of the Placement Shares by the Company under the Agreement will be made pursuant to the Company's effective "shelf" registration statement on Form S-3. During the three months ended March 31, 2020, 256,078 shares of common stock were issued pursuant to the Agreement for proceeds of $453,457. During 2020, 2,348,619 shares of common stock were issued pursuant to the Agreement for net proceeds of $4,143,431.


In March 2020, the Company issued 31,000 shares of fully vested common stock with a value of $43,751 pursuant to a Separation Agreement between the Company and an employee. The shares issued reflected the $1.41 closing price of the Company's common stock as reported on the Nasdaq Capital Market on March 11, 2020.


2019 equity activity

During the three months ended March 31, 2019, 526 shares of the Company's Series D Preferred Stock were converted into a total of 20,000 shares of Common Stock and 1,919.90 shares of the Company's Series E Preferred Stock were converted into a total of 73,000 shares of Common Stock.



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11.Reverse Stock Split
On November 18, 2019, the Company effected a 1-for-10 reverse stock split of its Common Stock, or the Reverse Stock Split. The par value and other terms of the common stock were not affected by the Reverse Stock Split. Share, per share, and stock option amounts for all periods presented within the financial statements contained in the Quarterly Report on Form 10-Q, including the December 31, 2019 Balance Sheet amounts for Common Stock and additional paid-in capital, have been retroactively adjusted to reflect the Reverse Stock Split.


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12. Commitments and Contingencies

The previously reported investigation by the Federal Trade Commission (the “Commission”) regarding compliance of the Company’s representations about its Quell® product with Sections 5 and 12 of the Federal Trade Commission Act was settled in March 2020. The defendants, Dr. Shai Gozani, NeuroMetrix, Inc. President and Chief Executive Officer, and the Company, did not admit any of the allegations in the Commission’s proposed complaint. In the settlement, Dr. Gozani and the Company have agreed to certain modifications of Quell advertising claims. Further, the Commission was paid Four Million Dollars ($4,000,000) by Dr. Gozani, and the Company pledged to pay to the Commission future commercial milestone payments, if and when received, pursuant to a collaboration agreement with a third party. The settlement has been entered by the United States District Court for the District of Massachusetts.

13. Subsequent Event

From April 1, 2020 to April 16, 2020, the Company issued 1,048,455 shares of common stock under its ATM program. Net proceeds from this activity was $1,680,356.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
You should read the following discussion of our financial condition and results of operations in conjunction with our financial statements and the accompanying notes to those financial statements included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. For a description of factors that may cause our actual results to differ materially from those anticipated in these forward-looking statements, please refer to the below section of this Quarterly Report on Form 10-Q titled “Cautionary Note Regarding Forward-Looking Statements.” Unless the context otherwise requires, all references to “we”, “us”, the “Company”, or “NeuroMetrix” in this Quarterly Report on Form 10-Q refer to NeuroMetrix, Inc.




Overview
 
NeuroMetrix develops and commercializes health care products that utilize non-invasive neurostimulation and digital medicine.neurostimulation. Our core expertise in biomedical engineering has been refined over two decades of designing, building and marketing medical devices that stimulate nerves and analyze nerve response for diagnostic and therapeutic purposes. We created the market for point-of-care nerve testing and were first to market with sophisticated wearable technology for symptomatic relief of chronic pain. Our business is fully integrated with in-house capabilities spanning research and development, manufacturing, regulatory affairs and compliance, sales and marketing, product fulfillment and customer support. We derive revenues from the sale of medical devices and after-market consumable products and accessories. Our products are sold in the United States and select overseas markets. They are cleared by the U.S. Food and Drug Administration (FDA) and regulators in foreign jurisdictions where appropriate. We have two principal product lines:categories:


•Point-of-care neuropathy diagnostic tests
•Wearable neurostimulation devices


Peripheral neuropathies, also called polyneuropathies, are diseases of the peripheral nerves. They affect about 10% of adults in the United States, with the prevalence rising to 25-50% among individuals 65 years and older. Peripheral neuropathies are associated with loss of sensation, pain, increased risk of falling, weakness, and other complications. People with peripheral neuropathies generally have a diminished quality of life, poor overall health and higher mortality. The most common specific cause of peripheral neuropathies, accounting for about one-third of cases, is diabetes. Diabetes is a worldwide epidemic with an estimated affected population of over 400 million people. Within the United States there are over 30 million people with diabetes and another 80 million people with pre-diabetes. The annual direct cost of treating diabetes in the United States exceeds $100 billion. Although there are dangerous acute manifestations of diabetes, the primary burden of the disease is in its long-term complications, which include cardiovascular disease, nerve disease and resulting conditions such as foot ulcers which may require amputation, eye disease leading to blindness, and kidney failure. The most common long-term complication of diabetes, affecting over 50% of the diabetic population, is nerve disease orperipheral neuropathy. Diabetic peripheral neuropathy (DPN) is the
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primary trigger for diabetic foot ulcers, which may progress to the point of requiring amputation. People with diabetes have a 15-25% lifetime risk of foot ulcers and approximately 15% of foot ulcers lead to amputation. Foot ulcers are the most expensive complication of diabetes with a typical cost of $5,000 to $50,000 per episode. In addition, between 16% and 26% of people with diabetes suffer from chronic pain in the feet and lower legs.


Early detection of peripheral neuropathies, such as DPN, is important because there are no treatment options once the nerves have degenerated. Today’s diagnostic methods for DPNperipheral neuropathies range from a simple monofilament test for lack of sensory perception in the feet to a nerve conduction study performed by a specialist. Our DPNCheck nerve conduction technology provides a rapid, low cost, quantitative test for peripheral nerve disease,neuropathies, including DPN. It addresses an important medical need and is particularly effective in screening large populations. DPNCheck has been validated in numerous clinical studies.

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Chronic pain is a significant public health problem. It is defined by the National Institutes of Health (NIH) as pain lasting more than 12 weeks. This contrasts with acute pain which is a normal bodily response to injury or trauma. Chronic pain conditions include low back pain, arthritis, fibromyalgia, neuropathic pain, cancer pain and many others. Chronic pain may be triggered by an injury or there may be an ongoing cause such as disease or illness. There may also be no clear cause. Pain signals continue to be transmitted in the nervous system over extended periods of time often leadingChronic pain can also lead to other health problems. These can include fatigue, sleep disturbance decreased appetite, and mood changes which cause difficulty in carrying out important activities and canmay contribute to disability and despair. In general, chronic pain cannot be cured. Treatment of chronic pain is focused on reducing pain and improving function. The goal is effective pain management.


Chronic pain affects overnearly 100 million adults in the United States and more than 1.5 billion people worldwide. The estimated incremental impact of chronic pain on health care costs in the United States is over $250 billion per year and lost productivity is estimated to exceed $300 billion per year. The most common approach to chronic pain management is pain medication. This includes over-the-counter (OTC) internal and external analgesics as well as prescription pain medications, both non-opioid and opioid.opioids. The approach to treatment is individualized, drug combinations may be employed, and the results are often inadequate. Side effects, including the potential for addiction are substantial. Increasingly, restrictions are being imposed on access to prescription opioids. Reflecting the complexity of chronic pain and the difficulty in treating it, we believe that inadequate relief leads 25% to 50% of pain sufferers to seek alternatives to prescription pain medications. These alternatives include nutraceuticals, acupuncture, chiropractic care, non-prescription analgesics, electrical stimulators, braces, sleeves, pads and other items. In total these pain relief products and services account for approximately $20 billion in annual out-of-pocket spending in the United States.


Nerve stimulation is a long-established category of treatment for chronic pain. This treatment approach is available through implantable spinal corddevices which have both surgical and ongoing risks, such as migration of the implanted nerve stimulation requiring surgery with its attendant risks.leads. Non-invasive approaches involving transcutaneous electrical nerve stimulation (TENS) have achieved limited efficacy in practice due to devicepower limitations, ineffective dosing and low patient adherence. Our app-enabledWe believe that our Quell wearable technology for chronic pain is designed to address many of the limitations of traditional TENS.


Our leading commercial products, and the focus of our strategic attention, are DPNCheck and Quell.


DPNCheck is our well-established testing technology for DPN. DPNCheck has been deployed in multiple clinical trials. It contributes attractive gross margins and has posted average growth rates exceeding 25% over the five years through 2018. Growth in 2019, which is below trend, reflects the offsetting effects of strong U.S. market demand and a downturn in demand in Mexico. We entered 2020 prepared to support a growth rebound with increased product supply and user training resources. However, the effects of the COVID-19 pandemic on 2020 DPNCheck revenues are not yet capable of a clear assessment. We are investing R&D resources in the next generation DPNCheck technology which will enhance the user experience, improve manufacturing, and restrict the potential use of non-compliant biosensors. Release of the new DPNCheck technology, forecast for late 2020, may also provide opportunity for customer upgrades, new pricing and margin-expansion.

Quell is our app-enabled wearable technology for chronic pain. Over the past year we have worked to restructure the Quell commercial model to achieve a positive net operating contribution after direct costs. We believe that our continued efforts will position us to crossover to a net positive contribution during 2020. Most of our sales are direct-to-consumer via our e-commerce platform, www.QuellRelief.com.

When we are confident that we have secured this core commercial model, including efficient ad spending, our objective will turn to growth. This could encompass greater ad promotion in order to more rapidly expand the Quell user population, and it could include additional applications for the technology and, potentially, other markets.

Our GlaxoSmithKline (GSK) collaboration on Quell continues to be productive as we support GSK’s progress toward launch in markets outside the U.S. This collaboration was initiated in early 2018 and has delivered approximately $20.5 million to us in development milestones plus additional co-funded R&D.

Both DPNCheck and Quell are sophisticated neurotechnology products that are unique in their markets. Our goal for both products is the same: to optimize market positioning and financial performance for the benefit of our shareholders. It is possible that at a point in the future either of the product lines could be monetized, in whole or in part. For example, we may consider following the model we employed in selling to GSK rights to the Quell technology for markets outside the U.S.



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Results of Operations
 
Comparison of Quarters Ended March 31, 20202021 and 20192020
 
Revenues
 
 Quarters Ended March 31  
 2020 2019 Change % Change
 (in thousands)  
Revenues$2,172.0
 $3,122.9
 $(950.9) (30.4)%
 Quarters Ended March 31, 
 20212020Change% Change
 (in thousands) 
Revenues$2,155.5 $2,172.0 $(16.5)(0.8)%
 
Revenues include sales from Quell, DPNCheckof our wearable technologies for chronic pain and ADVANCE, our legacy neurodiagnostic product.nerve conduction technologies to physician offices, clinics, hospitals, other healthcare providers and insurers, as well as domestic and international distributors. Revenues comprise sales of medical devices as well as aftermarket electrodes and other supplies. Revenues were approximately $2.2 million and $3.1 million during the first quarters of 20202021 and 2019, respectively. Quell revenues of $0.6 million in the first quarter of 2020 declined from $1.6 million, in the comparable 2019 period reflecting reduced advertising spending and an emphasis on the profitability of Quell sales. DPNCheck revenues were $1.3 million and $1.2 million in the first quarters of 2020 and 2019, respectively. ADVANCE contributed $0.3 million of revenue in the first quarters of 2020 and 2019.2020.


 
Cost of Revenues and Gross Profit
 
Quarters Ended March 31,   Quarters Ended March 31, 
2020 2019 Change % Change 20212020Change% Change
(in thousands)   (in thousands) 
Cost of revenues$620.2
 $2,324.2
 $(1,704.0) (73.3)%Cost of revenues$576.3 $620.2 $(43.9)(7.1)%
       
Gross profit$1,551.8
 $798.7
 $753.1
 94.3 %Gross profit$1,579.2 $1,551.8 $27.4 1.8 %
 
Gross margin was 71.4%73.3% in the first quarter of 20202021 versus 25.6%71.4% in the same period in the prior year. The margin improvement in 2021 was due to improved profitability of Quell sales and increased weighting of our higher margin DPNCheck businessnerve conduction technologies within total revenue. The lower gross margin in 2019 is due in part to a charge of $0.7 million to write down Quell Classic inventory to net realizable value.


Operating Expenses
 
Quarters Ended March 31   Quarters Ended March 31, 
2020 2019 Change % Change 20212020Change% Change
(in thousands)   (in thousands) 
Operating expenses: 
  
  
  
Operating expenses:    
Research and development$533.6
 $855.1
 $(321.5) (37.6)%Research and development$233.3 $533.6 $(300.3)(56.3)%
Sales and marketing424.3
 2,025.3
 (1,601.0) (79.1)%Sales and marketing393.8 424.3 (30.5)(7.2)%
General and administrative1,251.7
 1,619.5
 (367.8) (22.7)%General and administrative1,012.3 1,251.7 (239.4)(19.1)%
Total operating expenses$2,209.6
 $4,499.9
 $(2,290.3) (50.9)%Total operating expenses$1,639.4 $2,209.6 $(570.2)(25.8)%
 
Research and Development
 
Research and development expense in the first quarter of 20202021 decreased by 37.6%56.3% from the same period in the prior year due to a decreasereversal of personnel related costsa $450,000 technology fees accrual offset by an increase of $0.3 million.$151,000 in consulting costs.
 

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Sales and Marketing
 
Sales and marketing expense in the first quarter of 20202021 decreased by 79.1%7.2% from the same period in the prior year due to a $1.2 million$73,000 reduction in Quell advertising spending and a $0.1 million reductionoffset by an increase in trade show spending. In addition, personnel related costs decreased by $0.2 million.consulting spending of $43,000.


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General and Administrative
 
General and administrative expense in the first quarter of 20202021 decreased by 22.7%19.1% from the same period in the prior year due to a reduction of $0.2 million$118,000 in consulting costs, a reduction of $156,000 in outside professional service costs, primarily legal, and a decreaseoffset by an increase in personnel related costs of $0.1 million in supplies and freight charges.$38,000.

Collaboration income
 Quarters Ended March 31,  
 2020 2019 Change % Change
 (in thousands)  
        
Collaboration income$—
 $5,734.8
 $(5,734.8) (100.0)%
Collaboration income includes the development milestones funded by GSK under the Quell Collaboration.



Other income
 
 Quarters Ended March 31, 
 20212020Change% Change
 (in thousands) 
    
Other income$0.4 $0.5 $(0.1)(20.0)%
 Quarters Ended March 31,  
 2020 2019 Change % Change
 (in thousands)  
  
  
  
  
Other income$0.5
 $16.8
 $(16.3) (97.0)%


Other income primarily includes interest income.








Liquidity and Capital Resources
 
Our principal source of liquidity is cash and cash equivalents of $2.8$5.1 million at March 31, 2020.2021. Funding for our operations largely depends on revenues from the sale of our commercial products. A low level of market interest in Quell or DPNCheck,our products, a decline in our consumables sales, unanticipated increases in our operating costs, and the continuingadverse effects of the COVID-19 pandemic could have an adverse effect on our liquidity and cash.
 March 31, 2020 December 31, 2019 Change % Change
 (in thousands)  
        
Cash and cash equivalents$2,816.5
 $3,126.2
 $(309.7) (9.9)%
 March 31, 2021December 31, 2020Change% Change
 (in thousands) 
Cash and cash equivalents$5,145.2 $5,226.2 $(81.0)(1.5)%
 
During the three months ended March 31, 2020,2021, our cash and cash equivalents decreased by $0.3 million$81.0 thousand reflecting $0.8 million$33.8 thousand in cash used in operating activities, partially offset by the net proceeds of $0.5 million from common stock sales under our ATM program.$21.4 thousand used in investing activities and $25.8 thousand used in financing activities.




15




In managing working capital, we focus on two important financial measurements:
 Quarters Ended March 31,Year Ended
December 31,
 202120202020
Days sales outstanding (days)171415
Inventory turnover rate (times per year)2.32.11.9
 Quarters Ended March 31, Year Ended
December 31,
 2020 2019 2019
      
Days sales outstanding (days)14 30 27
Inventory turnover rate (times per year)2.1 3.5 3.5


Days sales outstanding (DSO) reflect customer payment terms which vary from payment on order to 60 days from invoice date. DSO was reduced during the three months ended March 31, 2020 dueincreased to increased collection and lower receivables with terms. During the quarter ended March 31, 2019, receivables included extended terms for a large DPNCheck customer that has since been collected.

The inventory turnover rate of 2.1 in the first quarter of 2020 reflected lower Quell sales. The inventory turnover rate17 days during the quarter ended March 31, 20192021 compared to 14 days in the prior year period. This was attributable to timing of 3.5 includes the effects of a $0.7 millionreceivables with payment terms.

The inventory provision recorded in that quarter. Excluding this provision, the turnover rate increased to 2.3 turns in the first quarter of 2021 compared to 2.1 turns in the prior year period. The increase was 2.2 duringdue to higher sales of unreserved inventory in the first quarter ended March 31, 2019.of 2021 on approximately constant inventory levels.

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The following sets forth information relating to our sources and uses of our cash:
 Three Months Ended March 31,
 2020 2019
 (in thousands)
Net cash used in operating activities (excluding collaboration income)$(763.2) $(3,539.7)
Net cash provided by collaboration income—
 3,960.1
Net cash (used in) provided by operating activities(763.2) 420.4
Net cash provided by financing activities453.5
 —
Net cash used (provided)$(309.7) $420.4
 Three Months Ended March 31,
 20212020
 (in thousands)
Net cash used in operating activities$(33.8)$(763.2)
Net cash used in investing activities(21.4)— 
Net cash used in financing activities(25.8)453.5 
Net cash used$(81.0)$(309.7)
 
During the three months ended March 31, 2020, our operating activities consumed $0.8 million of cash offset by $0.5 million in net proceeds from sales of common stock.
We have reported recurring losses from operations and negative cash flows from operating activities. These factors raise substantial doubt about our ability to continue as a going concern for the one-year period from the date of issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We held cash and cash equivalents of $2.8$5.1 million as of March 31, 2020.2021. We believe that these resources and the cash to be generated from future product sales will be sufficient to meet our projected operating requirements intothrough the first quarter of 2021.2022. Accordingly, we willmay need to raise additional funds to support our operating and capital needs in the firstsecond quarter of 20212022 and beyond.

We continue to face significant challenges and uncertainties. Among these uncertainties and, asis the future effect on the Company's business of the COVID-19 pandemic. As a result, our available capital resources may be consumed more rapidly than currently expected due to (a) decreases in sales of our products including related to the COVID-19 pandemic;pandemic and other factors including the uncertainty of future revenues from new products; (b) the effect of the COVID-19 pandemic on our ability to obtain parts and materials from our suppliers while continuing to staff critical production and fulfillment functions,functions; (c) changes we may make to the business that affect ongoing operating expenses; (d) changes we may make in our business strategy; (e) regulatory developments affecting our existing products; (f) changes we may make in our research and development spending plans; and (g) other items affecting our forecasted level of expenditures and use of cash resources. We may attempt to obtain additional funding through public or private financing, collaborative arrangements with strategic partners, or through additional credit lines or other debt financing sources. However, we may not be able to secure such fundingfinancing in a timely manner or on favorable terms, if at all.

We filed ahave an effective shelf registration statement on Form S-3 on file with the SEC covering the sales of shares of our common stock and other securities, for sale, giving us the opportunity to raise funding when needed or otherwise considered appropriate at prices and on terms to be determined at the time of any such offerings. Pursuant to the instructions to Form S-3, we have the ability to sell shares under the shelf registration statement, during any 12-month period, in an amount less than or equal to one-third of the aggregate market value of our common stock held by non-affiliates. If we raise additional funds by issuing equity or debt securities, either through the sale of securities pursuant to a registration statement or by other means, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. If we raise additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to our potential products or proprietary technologies, or grant licenses on terms that are not favorable

16



to us. Without additional funds, we may be forced to delay, scale back or eliminate some of our sales and marketing efforts, research and development activities, or other operations and potentially delay product development in an effort to provide sufficient funds to continue our operations. If any of these events occurs, our ability to achieve our development and commercialization goals would be adversely affected.


Off-Balance Sheet Arrangements, Contractual Obligation and Contingent Liabilities and Commitments

As of March 31, 2020, we did not have any off-balance sheet financing arrangements.




Recent Accounting Pronouncements
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 required that lessees recognize virtually all of their leases on the balance sheet, by recording a right-of-use asset and lease liability. We adopted ASU 2016-02, using the modified retrospective method, upon its effective date of January 1, 2019. The impact of adoption was an increase to long-term assets and total liabilities of approximately $1.9 million as of January 1, 2019.




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Cautionary Note Regarding Forward-Looking Statements
 
The statements contained in this Quarterly Report on Form 10-Q, including under the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this Quarterly Report, include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, including, without limitation, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future, such as our estimates regarding anticipated operating losses, future revenues and projected expenses, the effect of the COVID-19 pandemic on our operating capabilities, our future liquidity and our expectations regarding our needs for and ability to raise additional capital; our ability to manage our expenses effectively and raise the funds needed to continue our business; our belief that there are unmet needs for the management of chronic pain and in the diagnosis and treatment of diabetic neuropathy; our expectations surrounding Quellour commercialized neurostimulation and DPNCheck;neuropathy diagnostic products; our expected timing and our plans to develop and commercialize our products; our ability to meet our proposed timelines for the commercial availability of our products; our ability to obtain and maintain regulatory approval of our existing products and any future products we may develop; regulatory and legislative developments in the United States and foreign countries; the performance of our third-party manufacturers; our ability to obtain and maintain intellectual property protection for our products; the successful development of our sales and marketing capabilities; the size and growth of the potential markets for our products and our ability to serve those markets; our estimate of our customer returns of our products; the rate and degree of market acceptance of any future products; our reliance on key scientific management or personnel; the payment and reimbursement methods used by private or government third party payers; and other factors discussed elsewhere in this Quarterly Report on Form 10-Q. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this quarterly report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section titled “Risk Factors” in our Annual Report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
We do not use derivative financial instruments in our investment portfolio and have no foreign exchange contracts. Our financial instruments consist of cash and cash equivalents. We consider investments that, when purchased, have a remaining maturity of 90 days or less to be cash equivalents. The primary objectives of our investment strategy are to preserve principal, maintain proper liquidity to meet operating needs, and maximize yields. To minimize our exposure to an adverse shift in interest rates, we invest mainly in cash equivalents and short-term investments with a maturity of twelve months or less and maintain an average maturity of twelve months or less. We do not believe that a notional or hypothetical 10% change in interest rate percentages would have a material impact on the fair value of our investment portfolio or our interest income.
 
Item 4. Controls and Procedures
 
(a)Evaluation of Disclosure Controls and Procedures. Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2020,2021, have concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
(b)Changes in Internal Controls. There were no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during the quarter ended March 31, 20202021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II – OTHER INFORMATION
 
Item 1. Legal Proceedings
 
While we are not currently a party to any material legal proceedings, we could become subject to legal proceedings in the ordinary course of business. We do not expect any such potential items to have a significant impact on our financial position.
 
Item 1A. Risk Factors
 
There have been no material changes in the risk factors described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 201920 other than the updated risk factors noted below.20.


Our financial condition and results of operations could be adversely affected by the ongoing coronavirus outbreak.
Any outbreak of contagious diseases, such as COVID-19, or other adverse public health developments, could have a material and adverse effect on our business operations. Such adverse effects could include disruptions or restrictions on the ability of our customers, distributors and suppliers to maintain normal business activities. It could also affect the ability of our personnel to perform their normal responsibilities and could result in temporary closures of our facilities.
As COVID-19 continues to affect individuals and businesses around the globe, we will likely experience disruptions that could severely impact our business, including:
restrictions on the conduct of our business imposed by governmental regulators;
diversion or prioritization of healthcare resources away from diagnostic testing which uses our medical devices by physician clinics, hospitals, home testing services and other healthcare providers;
supply chain disruption, including delays in fulfillment or cancellations of purchase orders by our parts and services suppliers which would hamper our manufacturing capabilities;
limitations on employee resources that would otherwise be focused on our business activities, including because of sickness of employees or their families or requirements imposed on employees to avoid contact with large groups of people; and
disruption in our distribution channels, including shipping providers and distributors.
Our results of operations could be adversely affected to the extent that COVID-19 or any other epidemic harms our business or the economy in general either domestically or in any other region in which we do business. The extent to which COVID-19 affects our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others, which could have an adverse effect on our business and financial condition.





Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
None.


Item 3.    Defaults Upon Senior Securities
 
None.

Item 4.    Mine Safety Disclosures
 
Not applicable.


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Item 5.    Other Information
 
On March 4, 2020, we reported on Form 8-K filed with the Securities and Exchange Commission that we had reached a settlement with the Federal Trade Commission (the “Commission”) of the previously reported investigation initiated in 2017 regarding compliance of the Company’s representations about its Quell® product with Sections 5 and 12 of the Federal Trade Commission Act. The defendants, Dr. Shai Gozani, NeuroMetrix, Inc. President and Chief Executive Officer, and the Company, did not admit any of the allegations in the Commission’s proposed complaint. In the settlement, Dr. Gozani and the Company have agreed to certain modifications of Quell advertising claims. Further, the Commission was paid Four Million Dollars ($4,000,000) by Dr. Gozani, and the Company pledged to pay to the Commission future commercial milestone payments, if and when received, pursuant to a collaboration agreement with a third party. The settlement has been entered by the United States District Court for the District of Massachusetts.None.

On March 12, 2020, as previously reported, we entered into a Separation Agreement with Francis X. McGillin, the former Senior Vice President, Chief Commercial Officer of the Company. Pursuant to the Separation Agreement, Mr. McGillin's employment concluded as of March 31, 2020. Mr. McGillin received cash separation benefits of $75,000 and a grant of NeuroMetrix common stock of 31,000 shares, after tax withholdings. Mr McGillin will continue to receive health care insurance benefits during 2020. Mr. McGillin will provide the Company with transition support as reasonably needed during the first half of 2020.




 
Item 6.    Exhibits

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this quarterly report, which Exhibit Index is incorporated herein by this reference.

Exhibit No.Description
31.1
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.
31.2
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.
32
Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350. Furnished herewith.
101The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheets at March 31, 2021 and December 31, 2020, (ii) Statements of Operations for the quarters ended March 31, 2021 and 2020, (iii) Statements of Changes in Stockholders' Equity for the quarters ended March 31, 2021 and 2020, (iv) Statements of Cash Flows for the quarters ended March 31, 2021 and 2020, and (v) Notes to Financial Statements.
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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 thereunto duly authorized.
 
NEUROMETRIX, INC.
April 23, 202022, 2021/s/SHAI N. GOZANI, M.D., PH. D.
Shai N. Gozani, M.D., Ph. D.
Chairman, President and Chief Executive Officer
April 23, 202022, 2021/s/THOMAS T. HIGGINS
Thomas T. Higgins
Senior Vice President, Chief Financial Officer and Treasurer
 

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EXHIBIT INDEX
Exhibit No.Description
10.1
Separation Agreement dated March 12, 2020, between NeuroMetrix, Inc. and Francis X. McGillin. Filed herewith.
10.2
At Market Issuance Sales Agreement dated February 19, 2020 by and between NeuroMetrix, Inc. and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-33351) filed on February 19, 2020).

31.1
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.
31.2
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.
32
Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) or Rule 15d-14(b) 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 March 31, 2020, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheets at March 31, 2020 and December 31, 2019, (ii) Statements of Operations for the quarters ended March 31, 2020 and 2019, (iii) Statements of Changes in Stockholders' Equity for the quarters ended March 31, 2020 and 2019, (iv) Statements of Cash Flows for the quarters ended March 31, 2020 and 2019, and (v) Notes to Financial Statements.