NeuroMetrix Inc. plans to raise $7 million in gross proceeds with a private placement of 7,000 series E convertible preferred shares at $1,000 per share and warrants to buy about 10 million common shares at an exercise price of 70 cents per share.

The company expects to receive the gross proceeds in an initial tranche of $4.0 million and a second tranche of $3.0 million that is subject to shareholder approval and an effective resale registration statement. The first tranche is expected to close Dec. 30, subject to satisfaction of customary closing conditions.

The series E convertible preferred stock will be convertible at any time into about 10 million common shares, subject to certain ownership limitations. The warrants will be exercisable six months from their issuance date and will expire five years from the initial exercise date.

NeuroMetrix plans to use the proceeds from the offering for commercialization in the U.S. of Quell, the company's over-the-counter wearable device for relief of chronic pain, and for general working capital purposes.

In addition, the company said it will not complete its public offering of units and the associated repurchase of series D convertible preferred stock due to feedback from the Nasdaq Stock Market Inc.

NeuroMetrix will seek shareholder approval for the issuance of the second tranche of the preferred stock and warrants, and will schedule a meeting of its shareholders for that purpose. The series E convertible preferred stock issued in the initial tranche will be subject to a conversion limitation of about 1.2 million common shares until shareholder approval is obtained.

Rodman & Renshaw is serving as exclusive placement agent for the offering.