STIM / Neuronetics, Inc. - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

Up to $50,000,000 Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-288526 PROSPECTUS SUPPLEMENT (To Prospectus dated July 18, 2025) Up to $50,000,000 Common Stock We have entered into an Equity Distribution Agreement (the “Distribution Agreement”), with Canaccord Genuity LLC (“Canaccord”), acting as sales agent, on July 3, 2025, relating to our shares of common stock, par value $0.01 pe

Amendment No. 3 to Credit Agreement and Guaranty by and between the Company, as the borrower, and Perceptive, in its capacities as administrative agent for the lenders and the majority lender dated August 4, 2025 (incorporated by reference to Exhibit 10.1 of the Registrant’s Annual Report on Form 8-K filed on August 5, 2025).

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT AND GUARANTY This AMENDMENT NO. 3 TO CREDIT AGREEMENT AND GUARANTY (this “Amendment”) is made as of August 1, 2025, by and between NEURONETICS, INC., as the Borrower (the “Borrower”), and PERCEPTIVE CREDIT HOLDINGS IV, LP, in its capacities as (i) administrative agent for the Lenders (in such capacity, together with its per

Neuronetics Reports Second Quarter 2025 Financial and Operating Results

EX-99.1 Exhibit 99.1 Neuronetics Reports Second Quarter 2025 Financial and Operating Results Delivered $38.1 million total revenue in the quarter, representing 18% adjusted pro forma revenue growth Generated record Greenbrook clinic revenue of $23.0 million in the quarter Reduced cash used in operations to $3.5 million, beating guidance of under $5 million In August 2025, received an additional $1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2025 NEURONETICS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2025 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 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: 00

Neuronetics COMPANY PRESENTATION NASDAQ: STIM August 2025 Transforming Lives Through NeuroHealth

EX-99.2 Exhibit 99.2 Neuronetics COMPANY PRESENTATION NASDAQ: STIM August 2025 Transforming Lives Through NeuroHealth Forward Looking Statements This presentation contains estimates and other statistical data prepared by independent parties and by Neuronetics, Inc. (“Neuronetics” or the “Company”) relating to market size and growth and other data about the industry in which the Company operates. T

Neuronetics, Inc. 3222 Phoenixville Pike Malvern, Pennsylvania 19355 July 16, 2025

CORRESP Neuronetics, Inc. 3222 Phoenixville Pike Malvern, Pennsylvania 19355 July 16, 2025 VIA EDGAR J. Conlon Danberg Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Neuronetics, Inc. Registration Statement on Form S-3 (File No. 333-288526) Dear Mr. Danberg, Pursuant to Rule 461 under the Securities Act of 1933, as amend

Offer Letter, effective as of July 15, 2025, by and between the Company and Steven Pfanstiel.

EX-10.1 Exhibit 10.1 Revised July 9, 2025 Steven Pfanstiel [Personal Address] Email: [Email] Dear Steve: On behalf of everyone at Neuronetics, we are delighted at the prospect of you joining the team as Executive Vice President, Chief Financial Officer and Treasurer, reporting to Keith J. Sullivan, CEO and President. We are pleased to offer you employment with Neuronetics, Inc. on the following te

Neuronetics Appoints New Chief Financial Officer Steven Pfanstiel, a seasoned financial executive with extensive medical technology and pharmaceutical experience, replaces Steve Furlong as Chief Financial Officer following previously announced succes

EX-99.1 Exhibit 99.1 Neuronetics Appoints New Chief Financial Officer Steven Pfanstiel, a seasoned financial executive with extensive medical technology and pharmaceutical experience, replaces Steve Furlong as Chief Financial Officer following previously announced succession process Neuronetics reiterates guidance for second quarter and full year 2025 MALVERN, Pa., July 15, 2025 (GLOBE NEWSWIRE) —

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 15, 2025 NEURONETICS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 15, 2025 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Nu

Calculation of Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) Neuronetics, Inc.

Equity Distribution Agreement, dated as of July 3, 2025, by and between the Registrant and Canaccord Genuity LLC.

EX-1.1 Exhibit 1.1 Neuronetics, Inc. Common Stock (par value $0.01 per share) EQUITY DISTRIBUTION AGREEMENT July 3, 2025 Canaccord Genuity LLC 1 Post Office Square, Suite 3000 Boston, Massachusetts 02109 Ladies and Gentlemen: Neuronetics, Inc., a Delaware corporation (the “Company”), confirms this agreement (this “Agreement”) with Canaccord Genuity LLC (the “Manager”) as follows: SECTION 1: Descri

As filed with the Securities and Exchange Commission on July 3, 2025

FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on July 3, 2025 Registration No.

Form of Indenture, between the Registrant and one or more trustees to be named

EX-4.3 Exhibit 4.3 NEURONETICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20  Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8

Neuronetics, Inc.’s Conflict Minerals Report for the reporting period from January 1 to December 31, 2024.

EX-1.01 Exhibit 1.01 CONFLICT MINERALS REPORT OF NEURONETICS, INC. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2024 I. Introduction This is the Conflict Minerals1 Report of Neuronetics, Inc. (“we,” “our,” “Neuronetics,” or the “Company”) prepared for calendar year 2024 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “Act”). Numerous terms in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 (State or other jurisdiction of incorporation) (

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 (State or other jurisdiction of incorporation) (Commission file number) 3222 Phoenixville Pike Malvern, PA 19355 (Address of principal executive offices) (Zip Code) W. Andrew Macan (610) 640-4202

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 22, 2025 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Numb

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 6, 2025 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 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: 0

Forward Looking Statements This presentation contains estimates and other statistical data prepared by independent parties and by Neuronetics, Inc. (“Neuronetics” or the “Company”) relating to market size and growth and other data about the industry

COMPANY PRESENTATION NASDAQ: STIM May 2025 Exhibit 99.2 Forward Looking Statements This presentation contains estimates and other statistical data prepared by independent parties and by Neuronetics, Inc. (“Neuronetics” or the “Company”) relating to market size and growth and other data about the industry in which the Company operates. These estimates and data involve a number of assumptions and li

Neuronetics Reports First Quarter 2025 Financial and Operating Results

EX-99.1 Exhibit 99.1 Neuronetics Reports First Quarter 2025 Financial and Operating Results MALVERN, PA., May 6 2025 – Neuronetics, Inc., (NASDAQ: STIM) (the “Company” or “Neuronetics”) a vertically integrated, commercial stage, medical technology and healthcare company with a strategic vision of transforming the lives of patients whenever and wherever they need help, with the leading neurohealth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )         Filed by the Registrant ☑     Filed by a Party other than the Registrant  ☐         Check the appropriate box:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☑ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Con

Neuronetics Reports Updated Fourth Quarter and Full Year 2024 Financial and Operating Results

Exhibit 99.1 Neuronetics Reports Updated Fourth Quarter and Full Year 2024 Financial and Operating Results MALVERN, PA., March 27, 2025 – Neuronetics, Inc. (NASDAQ: STIM) (the “Company” or “Neuronetics”) is issuing this press release to update the reporting of its financial results for the fourth quarter and full year ending December 31, 2024. Following the Company’s press release on March 4, 2024

Forms of Restricted Stock Unit Grant Notice and Award Agreement under the 2018 Equity Incentive Plan

Exhibit 10.21 Neuronetics, Inc. Amended and Restated Restricted Stock Unit Grant Notice (2018 Equity Incentive Plan) Neuronetics, Inc. (the “Company”), pursuant to its 2018 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Restricted Stock Units”) set forth below (the “Award”). The Award is subjec

Form of Restrictive Covenant and Severance Agreement

Exhibit 10.24 RESTRICTIVE COVENANT AND SEVERANCE AGREEMENT This Restrictive Covenant and Severance Agreement (the “Agreement”) is made and entered into effective as of the later of the dates set forth on the signature page (the “Effective Date”), by and between [Neuronetics, Inc. / Greenbrook TMS Inc.] (“Company”) and the individual set forth on the signature page (“Employee”). RECITALS WHEREAS, i

Form of Neuronetics, Inc. Performance Restricted Stock Unit Grant Notice and Award Agreement under the 2018 Equity Incentive Plan

Exhibit 10.32 Neuronetics, Inc. Performance Restricted Stock Unit Grant Notice Neuronetics, Inc. (the “Company”), pursuant to its 2018 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Performance Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Performance Restricted Stock Units”) set forth below (the “Award”). The Award is subject to all of th

Clawback Policy

EMPLOYEE HANDBOOK Exhibit 97.1 NEURONETICS, INC. CLAWBACK POLICY December 1, 2023 Introduction The Board of Directors (the “Board”) of Neuronetics, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosop

Form of Separation Agreement

Exhibit 10.22 Separation and Release of Claims Agreement This Separation and Release of Claims Agreement (this “Agreement”) is entered into by and between Neuronetics, Inc., a Delaware corporation, on behalf of itself and its subsidiaries (collectively, the “Employer”), and the individual whose name is set forth as the counterparty on the signature page hereto (the “Employee” and, together with th

Regulation FD Disclosure, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 27, 2025 (March 4, 2025) NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (

Amendment No. 2 to Credit Agreement and Guaranty by and between the Company, as the borrower, and Perceptive, in its capacities as administrative agent for the lenders and the majority lender dated March 26, 2025 (incorporated by reference to Exhibit 10.52 of the Registrant’s Annual Report on Form 10-K filed on March 27, 2025).

‌Exhibit 10.52 CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Amendment NO. 2 TO credit AGREEMENT AND GUARANTY This AMENDMENT NO. 2 TO credit AGREEMENT AND GUARANTY (this “Amendment”) is made as of March 26, 2025, by and between NEURONETICS, INC

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description summarizes certain of the terms of the capital stock of Neuronetics, Inc. This description does not purport to be complete and is qualified in its entirety by reference to our amended and restated certificate of incorporation, as amended, and our

Second Amendment to Research Collaboration Agreement dated February 14, 2025 by and between Compass Pathfinder Limited and TMS Neurohealth Centers, Inc.

Exhibit 10.49 SECOND AMENDMENT TO RESEARCH COLLABORATION AGREEMENT (“Amendment”) This Amendment is dated 14 February 2025 (“Effective Date”) Between: (1) COMPASS PATHFINDER LIMITED, a company incorporated in England and Wales under company number 10229259, with its registered offices at 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT, United Kingdom (“Compass”); and (2) TMS NEUROHEALTH CE

Insider Trading and Window Period Policy

Exhibit 19.1 Insider Trading and Window Period Introduction During the course of your employment, directorship or consultancy with Neuronetics (the “Company”), you may receive important information that is not yet publicly available about the Company or about other publicly-traded companies with which the Company has business dealings (“inside information”). Because of your access to this inside i

Non-Employee Director Compensation Policy

Exhibit 10.25 Non-Employee Director Compensation Policy Last Updated: March 2025 Purpose and Objective Each non-employee member of the Board of Directors (the “Board”) of Neuronetics, Inc. (the “Company”) (each such member, an “Eligible Director”) will receive compensation as described in this policy for his or her service on the Board. An Eligible Director can decline any part of his or her compe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )         Filed by the Registrant ☑     Filed by a Party other than the Registrant  ☐         Check the appropriate box:

Form of Restrictive Covenant and Invention Assignment Agreement

Exhibit 10.23 RESTRICTIVE COVENANT AND INVENTION ASSIGNMENT AGREEMENT [NEURONETICS, INC. / GREENBROOK TMS INC.], on its own behalf and on behalf of its subsidiaries and affiliates (collectively, the “Company”) and the undersigned employee (“Employee”) mutually agree to the terms set forth in this Restrictive Covenant and Invention Assignment Agreement (this “Agreement”), in exchange for and in con

Form of Neuronetics, Inc. Performance Restricted Stock Unit Grant Notice and Award Agreement under 2020 Inducement Incentive Plan

Exhibit 10.31 Neuronetics, Inc. Performance Restricted Stock Unit Grant Notice (2020 Inducement Incentive Plan) Neuronetics, Inc. (the “Company”) hereby awards to Participant a Performance Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Performance Restricted Stock Units”) set forth below (the “Award”) as an inducement for the participant to accept the Company’

Form of Neuronetics, Inc. Restricted Stock Unit Grant Notice and Award Agreement under 2020 Inducement Incentive Plan

Exhibit 10.33 NEURONETICS, INC. RESTRICTED STOCK UNIT Grant NOTICE (2020 INDUCEMENT INCENTIVE PLAN) Neuronetics, Inc. (the “Company”), pursuant to its 2020 Inducement Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Restricted Stock Units”) set forth below (the “Award”). The Award is subject to all of t

First Amendment dated March 22, 2019 to Lease Agreement by and between Phoenixville Pike Owner LLC, and the Registrant

Exhibit 10.17 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made as of the 22 day of March, 2019 (the “Effective Date”), by and between 3222 PHOENIXVILLE PIKE OWNER LLC, a Delaware limited liability company (“Landlord”) and NEURONETICS, INC., a Delaware corporation (“Tenant”). Statement of Facts By Lease dated January 3, 2013 (the “Original Lease”), Landlord’s predec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 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: 001-38

Amendment to Research Collaboration Agreement dated August 8, 2024 by and between Compass Pathfinder Limited and TMS Neurohealth Centers, Inc.

Exhibit 10.48 CERTAIN INFORMATION IN THIS EXHIBIT MARKED [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT IS PRIVATE OR CONFIDENTIAL. AMENDMENT TO RESEARCH COLLABORATION AGREEMENT (“Amendment”) This Amendment is dated 08 August 2024 (“Effective Date”) Between: (1) COMPASS PATHFINDER LIMITED, a company incorporated in England and Wales under co

Neuronetics Reports Fourth Quarter and Full Year 2024 Financial and Operating Results

Exhibit 99.1 Neuronetics Reports Fourth Quarter and Full Year 2024 Financial and Operating Results MALVERN, PA., March 4, 2025 – Neuronetics, Inc. (NASDAQ: STIM) (the “Company” or “Neuronetics”) a vertically integrated, commercial stage, medical technology and healthcare company with a strategic vision of transforming the lives of patients whenever and wherever they need help, with the leading neu

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 4, 2025 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Num

Forward Looking Statements This presentation contains estimates and other statistical data prepared by independent parties and by Neuronetics, Inc. (“Neuronetics” or the “Company”) relating to market size and growth and other data about the industry

Exhibit 99.2 COMPANY PRESENTATION NASDAQ: STIM March 2025 Transforming Lives Through NeuroHealth Forward Looking Statements This presentation contains estimates and other statistical data prepared by independent parties and by Neuronetics, Inc. (“Neuronetics” or the “Company”) relating to market size and growth and other data about the industry in which the Company operates. These estimates and da

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2025 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission Fil

Neuronetics, Inc. 8,000,000 Shares of Common Stock

424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-266617 PROSPECTUS SUPPLEMENT (To Prospectus dated November 14, 2022) Neuronetics, Inc. 8,000,000 Shares of Common Stock We are offering 8,000,000 shares of our common stock. Our common stock is listed on The Nasdaq Global Market under the symbol “STIM.” On February 6, 2025, the last reported sale price of our common stoc

Underwriting Agreement, dated as of February 7, 2025, by and between Neuronetics, Inc. and Canaccord Genuity LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on February 10, 2025).

Exhibit 1.1 Execution Version 8,000,000 Shares NEURONETICS, INC. Common Stock, $0.01 par value per share UNDERWRITING AGREEMENT February 7, 2025 CANACCORD GENUITY LLC As Representative of the several Underwriters named in Schedule I hereto c/o Canaccord Genuity LLC One Post Office Square, Suite 3000 Boston, MA 02109 Ladies and Gentlemen: Neuronetics, Inc., a Delaware corporation (the “Company”) pr

Neuronetics Announces Launch of Underwritten Public Offering of Common Stock

Exhibit 99.1 Neuronetics Announces Launch of Underwritten Public Offering of Common Stock MALVERN, PA., February 6, 2025 – Neuronetics, Inc. (NASDAQ: STIM) (the “Company”) today announced that it has commenced an underwritten public offering of its common stock. In connection with the offering, the Company expects to grant the underwriter a 30-day option to purchase up to an additional 15% of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 7, 2025 NEURONETICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 7, 2025 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

2

Exhibit 99.2 Neuronetics Announces Pricing of $18 Million Underwritten Public Offering of Common Stock MALVERN, PA., February 7, 2025 – Neuronetics, Inc. (NASDAQ: STIM) (the “Company”) today announced that it has priced its previously announced underwritten public offering of its common stock, comprised of 8,000,000 shares of common stock at a public offering price of $2.25 per share, resulting in

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction As previously disclosed in the Current Reports on Form 8-K filed by Neuronetics, Inc. (“Neuronetics” or the “Company”) with the Securities and Exchange Commission (the “SEC”), the Company entered into an Arrangement Agreement on August 11, 2024 (the “Arrangement Agreement”), with Greenbrook TMS Inc. (“Greenbrook

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 10, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission Fi

SUBJECT TO COMPLETION, DATED FEBRUARY 6, 2025.

Table of Contents The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

GREENBROOK TMS INC. Condensed Interim Consolidated Balance Sheets (Expressed in U.S. dollars, unless otherwise stated) (Unaudited) September 30, 2024 December 31, 2023 Assets Current assets: Cash $ 368,512 $ 3,323,708 Restricted cash 1,000,000 1,000,

Exhibit 99.2 Condensed Interim Consolidated Financial Statements (Expressed in U.S. dollars) GREENBROOK TMS INC. Three and nine months ended September 30, 2024 and 2023 (Unaudited) GREENBROOK TMS INC. Condensed Interim Consolidated Balance Sheets (Expressed in U.S. dollars, unless otherwise stated) (Unaudited) September 30, 2024 December 31, 2023 Assets Current assets: Cash $ 368,512 $ 3,323,708 R

Amendment to the 2020 Inducement Incentive Plan.

Exhibit 10.3 Neuronetics, Inc. Amendment to the 2020 Inducement Incentive Plan WHEREAS, the Board of Directors of Neuronetics, Inc. (the “Company”) approved an amendment to the Neuronetics, Inc. 2020 Inducement Incentive Plan (the “Plan”) to increase the number of shares of the Company’s Common stock reserved for issuance under the Plan. NOW THEREFORE, in consideration of the foregoing, the first

As filed with the Securities and Exchange Commission on February 4, 2025

As filed with the Securities and Exchange Commission on February 4, 2025 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Neuronetics, Inc.

Amendment to the 2018 Equity Incentive Plan.

Exhibit 10.4 Neuronetics, Inc. Amendment to the 2018 Equity Incentive Plan WHEREAS, the Board of Directors of Neuronetics, Inc. (the “Company”) approved and on November 8, 2024, the stockholders of the Company ratified an amendment to the Neuronetics, Inc. 2018 Equity Incentive Plan (the “Plan”) to increase the number of shares of the Company’s Common stock reserved for issuance under the Plan. NO

Forward Looking Statements This presentation contains estimates and other statistical data prepared by independent parties and by Neuronetics, Inc. (“Neuronetics” or the “Company”) relating to market size and growth and other data about the industry

Strategic Update January 2025 Exhibit 99.2 Forward Looking Statements This presentation contains estimates and other statistical data prepared by independent parties and by Neuronetics, Inc. (“Neuronetics” or the “Company”) relating to market size and growth and other data about the industry in which the Company operates. These estimates and data involve a number of assumptions and limitations, an

Neuronetics Provides Business Update and Issues 2025 Guidance

EX-99.1 Exhibit 99.1 Neuronetics Provides Business Update and Issues 2025 Guidance • Preliminary unaudited fourth quarter and full year revenue 2024 was $22.1 and $74.5, respectively • Closed acquisition of Greenbrook TMS effective as of December 9, 2024 • Expects full year 2025 pro forma year-over-year revenue growth of 12% - 19% • Expects to realize over $22 million in annualized cost synergies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 13, 2025 NEURONETICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 13, 2025 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

Joint Filing Agreement, dated December 17, 2024.

EX-99.1 2 d888051dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Neuronetics, Inc. and further agree that this Joint Filing Agre

STIM / Neuronetics, Inc. / Madryn Asset Management, LP - SC 13D Activist Investment

SC 13D 1 d888051dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Neuronetics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 64131A105 (CUSIP Number) Matthew Girandola 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, A

Certificate of Amendment to the Company’s Ninth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed December 10, 2024).

Exhibit 3.1 NEURONETICS, INC. CERTIFICATE OF AMENDMENT OF NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Neuronetics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. That the board of directors of the Corporation (the “Board”) unanimously adopted resolutions in

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 10, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

Neuronetics and Greenbrook TMS Announce Closing of Transaction

Exhibit 99.1 Neuronetics and Greenbrook TMS Announce Closing of Transaction MALVERN, Pa. and TORONTO, On., December 10, 2024 (GLOBE NEWSWIRE) — Neuronetics, Inc. (NASDAQ: STIM) (“Neuronetics”) and Greenbrook TMS Inc. (OTCMKTS: GBNHF) (“Greenbrook”, and together with Neuronetics, the “Combined Company”) today announced that they have successfully completed the previously announced transaction where

Consent and Amendment No. 1 to Credit Agreement and Guaranty and Warrant Certificate dated December 9, 2024 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on December 10, 2024)

Exhibit 10.2 Execution Version CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY AND WARRANT CERTIFICATE This CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY AND WARRANT CERTIFICATE (this “Amendment”) is made as of December 9, 2024, by and between NEURONETICS, INC., as the Borrower (the “Borrower”), and PERCEPTIVE CREDIT HOLDINGS IV, LP, in its capacities as (i) administrat

STIM / Neuronetics, Inc. / CANNELL CAPITAL LLC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No.2) NEURONETICS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 64131A105 (CUSIP Number) September 30, 2024 (Date o

STIM / Neuronetics, Inc. / Divisadero Street Capital Management, LP Passive Investment

SC 13G/A 1 d1152811813g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Neuronetics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 64131A105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 12, 2024 NEURONETICS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 12, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

Correction: Neuronetics Reports Record Third Quarter 2024 Financial and Operating Results

Exhibit 99.1 Correction: Neuronetics Reports Record Third Quarter 2024 Financial and Operating Results MALVERN, PA., November 12, 2024 – In a release issued earlier today under the same headline by Neuronetics, Inc. (NASDAQ: STIM), please note that in the second paragraph of the “Stockholders Approve Acquisition of Greenbrook TMS,” it should say that the Company expects to achieve cash flow breake

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 13, 2024 (November 12, 2024) NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorpora

Forward Looking Statements This presentation contains estimates and other statistical data prepared by independent parties and by Neuronetics, Inc. (“Neuronetics” or the “Company”) relating to market size and growth and other data about the industry

Exhibit 99.2 COMPANY PRESENTATION NASDAQ: STIM November 2024 Now FDA-Cleared as an Adjunct Therapy for Ages 15 to 21! Forward Looking Statements This presentation contains estimates and other statistical data prepared by independent parties and by Neuronetics, Inc. (“Neuronetics” or the “Company”) relating to market size and growth and other data about the industry in which the Company operates. T

Neuronetics Reports Record Third Quarter 2024 Financial and Operating Results

Exhibit 99.1 Neuronetics Reports Record Third Quarter 2024 Financial and Operating Results MALVERN, PA., November 12, 2024 – Neuronetics, Inc. (NASDAQ: STIM) (the “Company” or “Neuronetics”) a commercial stage medical technology company with a strategic vision of transforming the lives of patients whenever and wherever they need help, with the best neurohealth therapies in the world, today announc

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 8, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 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 Numbe

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 12, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 8, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Amendment No. 1 to the Registration Rights Agreement, dated November 1, 2024, by and among the Company and the Funds (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on November 1, 2024)

Exhibit 10.1 AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT This Amendment No. 1 to the Registration Rights Agreement (the “Amendment”) is made and entered into this 1st day of November, 2024 by and among Madryn Select Opportunities, LP, a limited partnership existing under the laws of Delaware (“MSO”), Madryn Health Partners II (Cayman Master), LP, a limited partnership existing under the l

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 4, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File N

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

Neuronetics and Greenbrook TMS Announce Receipt of Interim Order in Respect of Proposed Arrangement and Provide Details of Shareholder Meetings

Exhibit 99.1 Neuronetics and Greenbrook TMS Announce Receipt of Interim Order in Respect of Proposed Arrangement and Provide Details of Shareholder Meetings Malvern, PA and Toronto, ON – October 4, 2024 – Neuronetics, Inc. (NASDAQ: STIM) (“Neuronetics”) and Greenbrook TMS Inc. (OTCMKTS: GBNHF) (“Greenbrook”) today announced that the Ontario Superior Court of Justice (Commercial List) (the “Court”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 NEURONETICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 NEURONETICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

Forward Looking Statements This presentation contains estimates and other statistical data prepared by independent parties and by Neuronetics, Inc. (“Neuronetics” or the “Company”) relating to market size and growth and other data about the industry

Exhibit 99.1 Understanding the Benefits of Neuronetics’ Greenbrook Acquisition October 2, 2024 Forward Looking Statements This presentation contains estimates and other statistical data prepared by independent parties and by Neuronetics, Inc. (“Neuronetics” or the “Company”) relating to market size and growth and other data about the industry in which the Company operates. These estimates and data

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 NEURONETICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

CALCULATION OF FILING FEE TABLES (Form Type) Neuronetics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to be Paid $20,041

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Neuronetics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 NEURONETICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

NeuroStar Fireside Chat Transcript

Exhibit 99.2 NeuroStar Fireside Chat Transcript Marjorie Donovan Head of Customer Education Keith Sullivan President & CEO, Neuronetics, Inc. Bill Leonard President & CEO, Greenbrook TMS Marjorie Donovan Head of Customer Education Good afternoon, and welcome to the NeuroStar Fireside Chat. We are honored that you joined us today to hear more about how the acquisition of Greenbrook will impact our

Forward Looking Statements This presentation contains estimates and other statistical data prepared by independent parties and by Neuronetics, Inc. (the “Company”) relating to market size and growth and other data about the industry in which the Comp

Exhibit 99.1 Fireside Chat Keith Sullivan President & CEO, Neuronetics, Inc. Bill Leonard President & CEO, Greenbrook TMS Forward Looking Statements This presentation contains estimates and other statistical data prepared by independent parties and by Neuronetics, Inc. (the “Company”) relating to market size and growth and other data about the industry in which the Company operates. These estimate

Forward Looking Statements This presentation contains estimates and other statistical data prepared by independent parties and by Neuronetics, Inc. (the “Company”) relating to market size and growth and other data about the industry in which the Comp

Canaccord Genuity 44th Annual Growth Conference NASDAQ: STIM August 14, 2024 Now FDA-Cleared as an Add-on Therapy for Ages 15 and Older! Exhibit 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 NEURONETICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

STIM / Neuronetics, Inc. / Archon Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 NEURONETICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

Form of Registration Rights Agreement by and between Neuronetics and Investor dated August 11, 2024

Exhibit 10.4 CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 11, 2024 (this “Agreement”), has been entered into by and between Neuronetics Inc., a Delaware corpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2024 NEURONETICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

Arrangement Agreement by and between Neuronetics and Greenbrook dated August 11, 2024

Exhibit 2.1 CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. NEURONETICS, INC. AND GREENBROOK TMS INC. ARRANGEMENT AGREEMENT Date: August 11, 2024 TABLE OF CONTENTS Page ARTICLE 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation not Affected

Form of Voting and Support Agreement by and between Neuronetics and certain Greenbrook Locked-Up Shareholders dated August 11, 2024

Exhibit 10.3 CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. VOTING AND SUPPORT AGREEMENT THIS AGREEMENT is made as of August 11, 2024 AMONG: ●, a limited partnership existing under the laws of ● (the “Shareholder”) - and - Neuronetics, Inc., a c

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

Form of Voting and Support Agreement by and between Neuronetics and certain Greenbrook Locked-Up Shareholders dated August 11, 2024

Exhibit 10.2 August 11, 2024 Neuronetics, Inc. 3222 Phoenixville Pike Malvern, PA 19355 Dear Sirs/Madams: Re: Voting and Support Agreement I, the individual whose name is set forth on the signature page attached to this letter agreement, understand that Neuronetics, Inc. (“you” or “Neuronetics”) and Greenbrook TMS Inc. (“Greenbrook”) wish to enter into an arrangement agreement dated as of the date

Form of Voting and Support Agreement by and between Neuronetics and certain Greenbrook Locked-Up Shareholders dated August 11, 2024

Exhibit 10.1 CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. VOTING AND SUPPORT AGREEMENT THIS AGREEMENT is made as of August 11, 2024 AMONG: • , a limited partnership existing under the laws of ● (the “Shareholder”) - and - Neuronetics, Inc., a

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

Neuronetics and Greenbrook TMS Announce Definitive Agreement to Merge

Exhibit 99.2 Neuronetics and Greenbrook TMS Announce Definitive Agreement to Merge MALVERN, Pa. and TORONTO, On., August 12, 2024 (GLOBE NEWSWIRE) — Neuronetics, Inc. (NASDAQ: STIM) (“Neuronetics”) and Greenbrook TMS Inc. (OTCMKTS: GBNHF) (“Greenbrook”) today announced that they have entered into a definitive arrangement agreement (the “Definitive Agreement”) in which Neuronetics will acquire all

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 NEURONETICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

Question and Answer

Exhibit 99.1 Presentation Operator Good day, and thank you for standing by. Welcome to the Neuronetics Second Quarter 2024 Financial and Operating Results Conference Call. [Operator Instructions] Please be advised that today’s conference is being recorded. I would now like to hand the conference over to Mark Klausner. Please go ahead. Mark R. Klausner Westwicke Partners, LLC Good morning, and than

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

Neuronetics Reports Record Second Quarter 2024 Financial and Operating Results

Exhibit 99.1 Neuronetics Reports Record Second Quarter 2024 Financial and Operating Results MALVERN, PA., August 12, 2024 – Neuronetics, Inc. (NASDAQ: STIM) (the “Company” or “Neuronetics”) a commercial stage medical technology company with a strategic vision of transforming the lives of patients whenever and wherever they need help, with the best neurohealth therapies in the world, today announce

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 NEURONETICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 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: 00

Form of Security Agreement

Exhibit 4.3 FORM OF SECURITY AGREEMENT CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), dated as of July 25, 2024, is made by and among Neuronetics, Inc., a Delaware corporation (the “

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 25, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Num

Form of Note

Exhibit 4.2 FORM OF NOTE [DATE] U.S. $[] FOR VALUE RECEIVED, the undersigned, Neuronetics, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to [] (the “Holder”), in immediately available funds, the aggregate principal sum set forth above, or, if less, the aggregate unpaid principal amount of the Loan made by the Holder pursuant to Section 2.01[(a)][(b)] of the Credit Agreement

Credit Agreement and Guaranty, dated July 25, 2024, by and among Neuronetics, Inc., as the borrower, certain Subsidiaries of Neuronetics, Inc. from time to time party thereto, as guarantors, the lenders from time to time party thereto, and PERCEPTIVE CREDIT HOLDINGS IV, LP, in its capacity as the administrative agent for the lenders (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on July 30, 2024)

CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Neuronetics Announces the Closing of up to $90 Million Senior Secured Credit Facility with Perceptive Advisors

Exhibit 99.1 Neuronetics Announces the Closing of up to $90 Million Senior Secured Credit Facility with Perceptive Advisors MALVERN, Pa., July 30, 2024 (GLOBE NEWSWIRE) — Neuronetics, Inc. (NASDAQ: STIM), a medical technology company focused on designing, developing, and marketing products that improve the quality of life for patients who suffer from neurohealth disorders, today announced that it

Form of Warrant

Exhibit 4.1 FORM OF WARRANT CERTIFICATE CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. WARRANT CERTIFICATE THIS WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITI

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SC 13G 1 stim13gv3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Neuronetics, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 64131A105 (CUSIP Number) June 18, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

“Safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Statements in this presentation regarding Neuronetics, Inc. (the “Company”) that are not historical facts constitute “forward-looking statements” within the meaning o

Exhibit 99.1 William Blair th 44 Annual Growth Stock Conference June 6, 2024 “Safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Statements in this presentation regarding Neuronetics, Inc. (the “Company”) that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-loo

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 6, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Numb

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 30, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Numb

Neuronetics, Inc.’s Conflict Minerals Report for the reporting period from January 1 to December 31, 2023.

Exhibit 1.01 CONFLICT MINERALS REPORT OF NEURONETICS, INC. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2023 I. Introduction This is the Conflict Minerals1 Report of Neuronetics, Inc. (“we,” “our,” “Neuronetics,” or the “Company”) prepared for calendar year 2023 in accordance with Rule 13p-1 (“Rule 13p- 1”) under the Securities Exchange Act of 1934 (the “Act”). Numerous terms in this Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 (State or other jurisdiction of incorporation) (Commission file number) 3222 Phoenixville Pike Malvern, PA 19355 (Address of principal executive offices) (Zip Code) W. Andrew Macan (610) 640-4202 (N

Neuronetics Reports Record First Quarter 2024 Financial and Operating Results

Exhibit 99.1 Neuronetics Reports Record First Quarter 2024 Financial and Operating Results MALVERN, PA., May 7, 2024 – Neuronetics, Inc. (NASDAQ: STIM) (the “Company” or “Neuronetics”) a commercial stage medical technology company with a strategic vision of transforming the lives of patients whenever and wherever they need help, with the best neurohealth therapies in the world, today announced its

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 7, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Numbe

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 7, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 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: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☑ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Con

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☑ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Prox

STIM / Neuronetics, Inc. / Divisadero Street Capital Management, LP Passive Investment

SC 13G 1 d1101522913-g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Neuronetics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 64131A105 (CUSIP Number) March 26, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File N

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 25, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Nu

Form of Restrictive Covenant and Severance Agreement

Exhibit 10.22 Form of Restrictive Covenant and Severance Agreement – VP (Pennsylvania) RESTRICTIVE COVENANT AND SEVERANCE AGREEMENT This Restrictive Covenant and Severance Agreement (the “Agreement”) is made and entered into effective as of July 1, 2021 (the “Effective Date”), by and between Neuronetics, Inc., a Delaware corporation (“Company”) and (“Executive”). RECITALS WHEREAS, in order to enco

Amended and Restated Restrictive Covenant and Severance Agreement dated November 2, 2023 by and between the Registrant and Keith J. Sullivan

Exhibit 10.27 Amended and Restated Restrictive Covenant and Severance Agreement – Keith Sullivan AMENDED AND RESTATED RESTRICTIVE COVENANT AND SEVERANCE AGREEMENT This Amended and Restated Restrictive Covenant and Severance Agreement (this “Agreement”) is made and entered into effective as of November 2, 2023 (the “A&R Effective Date”), by and between Neuronetics, Inc., a Delaware corporation (“Co

Sixth Amendment to Loan and Security Agreement, dated March 7, 2024, by and among SLR Investment Corp. (formerly known as Solar Capital Ltd.), as collateral agent, the lenders listed on the signature pages thereto, and Neuronetics, Inc. (incorporated by reference to Exhibit 10.9*◊ to the Registrant’s Current Report on Form 10-K filed on March 8, 2024).

Exhibit 10.9 CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SIXTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”)

Clawback Policy

EMPLOYEE HANDBOOK NEURONETICS, INC. CLAWBACK POLICY December 1, 2023 Introduction The Board of Directors (the “Board”) of Neuronetics, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board

Amended and Restated Employment Agreement, dated November 2, 2023 by and between the Registrant and Keith J. Sullivan

Exhibit 10.26 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between NEURONETICS, INC. (the “Company”) and KEITH J. SULLIVAN (“Executive”), and is effective as of November 2, 2023 (the “A&R Effective Date”). WHEREAS, the Company and Executive previously executed an Employment Agreement dated July 14, 2020 (the “Prior Agree

Employment Offer Letter Agreement dated November 25, 2019 by and between the Registrant and Andrew Macan

Exhibit 10.28 CERTAIN INFORMATION IN THIS EXHIBIT MARKED [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT IS PRIVATE OR CONFIDENTIAL. November 25, 2019 Mr. W. Andrew Macan [***] Dear Andy: On behalf of everyone at Neuronetics, we are delighted at the prospect of having you become part of our Senior Management Team. We are pleased to offer you

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 29, 2024 NEURONETICS, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 29, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission Fil

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 5, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Num

Revenues by Geography

Exhibit 99.1 Neuronetics Reports Record Fourth Quarter and Record Full Year 2023 Financial and Operating Results MALVERN, PA., March 5, 2024 – Neuronetics, Inc. (NASDAQ: STIM) (the “Company” or “Neuronetics”) a commercial stage medical technology company with a strategic vision of transforming the lives of patients whenever and wherever they need help, with the best neurohealth therapies in the wo

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 5, 2024 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Num

STIM / Neuronetics, Inc. / Kent Lake Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Neuronetics, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 64131A105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

STIM / Neuronetics, Inc. / CANNELL CAPITAL LLC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No.1) Neuronetics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 64131A105 (CUSIP Number) December 31, 2023 (Date of E

STIM / Neuronetics, Inc. / Archon Capital Management LLC Passive Investment

SC 13G/A 1 d1097220313g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Neuronetics, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 64131A105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

Neuronetics Reports Preliminary Fourth Quarter and Fiscal Year 2023 Financial Results

EX-99.1 Exhibit 99.1 Neuronetics Reports Preliminary Fourth Quarter and Fiscal Year 2023 Financial Results MALVERN, PA., January 8, 2024 – Neuronetics, Inc. (NASDAQ: STIM) (the “Company” or “Neuronetics”) a commercial stage medical technology company with a strategic vision of transforming the lives of patients whenever and wherever they need help, with the best neurohealth therapies in the world,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 8, 2024 Neuronetics, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 8, 2024 Neuronetics, Inc.

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 7, 2023 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 7, 2023 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

Neuronetics Reports Third Quarter 2023 Financial and Operating Results

Exhibit 99.1 Neuronetics Reports Third Quarter 2023 Financial and Operating Results MALVERN, PA., November 7, 2023 – Neuronetics, Inc. (NASDAQ: STIM) (the “Company” or “Neuronetics”) a commercial stage medical technology company with a strategic vision of transforming the lives of patients whenever and wherever they need help, with the best neurohealth therapies in the world, today announced its f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 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 Numbe

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 29, 2023 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission Fil

Neuronetics Draws Down Remaining $22.5 Million Available Under Credit Facility

Exhibit 99.1 Neuronetics Draws Down Remaining $22.5 Million Available Under Credit Facility MALVERN, Pa., Oct. 3, 2023 (GLOBE NEWSWIRE) — Neuronetics, Inc. (NASDAQ: STIM), a commercial stage medical technology company with a strategic vision of transforming the lives of patients whenever and wherever they need help with the best neurohealth therapies in the world, announced today that it has drawn

Fifth Amendment to Loan and Security Agreement, dated September 29, 2023, by and among SLR Investment Corp. (formerly known as Solar Capital Ltd.), as collateral agent, the lenders listed on the signature pages thereto, and Neuronetics, Inc.

Exhbit 10.1 CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 29, 2023 (the “Fifth Amendment Effective Date

STIM / Neuronetics Inc / Kent Lake Capital LLC - STIM 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Neuronetics, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 64131A105 (CUSIP Number) September 12, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

STIM / Neuronetics Inc / CANNELL CAPITAL LLC - SCHEDULE 13G Passive Investment

SC 13G 1 ccllcSTIM13g090520232.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No.) Neuronetics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 64131A

STIM / Neuronetics Inc / Archon Capital Management LLC Passive Investment

SC 13G/A 1 d1079006313g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Neuronetics, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 64131A105 (CUSIP Number) August 14, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

STIM / Neuronetics Inc / CANNELL CAPITAL LLC - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Neuronetics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 64131A105 (CUSIP Number) J. Carlo Cannell Cannell Capital LLC 245 Meriwether Circle Alta, WY 83414 (307) 733-2284 (Name, Address and Telephone Number of Person to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2023 NEURONETICS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2023 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Nu

Neuronetics Reports Record Second Quarter 2023 Financial and Operating Results

Exhibit 99.1 Neuronetics Reports Record Second Quarter 2023 Financial and Operating Results MALVERN, PA., August 8, 2023 – Neuronetics, Inc. (NASDAQ: STIM) (the “Company” or “Neuronetics”) a commercial stage medical technology company with a strategic vision of transforming the lives of patients whenever and wherever they need help with the best neurohealth therapies in the world, today announced

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2023 NEURONETICS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2023 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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: 00

STIM / Neuronetics Inc / CANNELL CAPITAL LLC - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Neuronetics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 64131A105 (CUSIP Number) J. Carlo Cannell Cannell Capital LLC 245 Meriwether Circle Alta, WY 83414 (307) 733-2284 (Name, Address and Telephone Number of Person to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 25, 2023 NEURONETICS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 25, 2023 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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: 0

Neuronetics Reports Record First Quarter 2023 Financial and Operating Results

Exhibit 99.1 Neuronetics Reports Record First Quarter 2023 Financial and Operating Results MALVERN, PA., May 9, 2023 – Neuronetics, Inc. (NASDAQ: STIM) (the “company” or Neuronetics”) a commercial stage medical technology company with a strategic vision of transforming the lives of patients whenever and wherever they need help with the best neurohealth therapies in the world, today announced its f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2023 NEURONETICS, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2023 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2023 NEURONETICS, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2023 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☑ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Prox

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☑ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Con

Fifth Amendment to Loan and Security Agreement, dated September 29, 2023, by and among SLR Investment Corp. (formerly known as Solar Capital Ltd.), as collateral agent, the lenders listed on the signature pages thereto, and Neuronetics, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 3, 2023).

EX-10.1 Exhibit 10.1 CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 29, 2023 (the “Fourth Amendment Effect

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 29, 2023 NEURONETICS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 29, 2023 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Nu

Neuronetics Secures Up To $60 Million in New Debt Financing with SLR Capital Partners, Provides Greenbrook TMS with $6.0 Million Promissory Note

EX-99.1 Exhibit 99.1 Neuronetics Secures Up To $60 Million in New Debt Financing with SLR Capital Partners, Provides Greenbrook TMS with $6.0 Million Promissory Note MALVERN, Pa., April 4, 2023 (GLOBE NEWSWIRE) — Neuronetics, Inc. (NASDAQ: STIM), a commercial stage medical technology company with a strategic vision of transforming the lives of patients whenever and wherever they need help with the

Secured Promissory Note and Guaranty Agreement, dated March 31, 2023, by and among TMS Neurohealth Centers Inc., as maker, Greenbrook TMS Inc. and its subsidiaries, excluding TMS Neurohealth Centers Inc., as guarantors, and Neuronetics, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 4, 2023).

EX-10.2 Exhibit 10.2 CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SECURED PROMISSORY NOTE AND GUARANTY AGREEMENT $6,000,000.00 March 31, 2023 WHEREAS, TMS NEUROHEALTH CENTERS INC., a Delaware corporation (the “Maker”) and NEURONETICS, INC., a

STIM / Neuronetics Inc / CANNELL CAPITAL LLC - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Neuronetics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 64131A105 (CUSIP Number) J. Carlo Cannell Cannell Capital LLC 245 Meriwether Circle Alta, WY 83414 (307) 733-2284 (Name, Address and Telephone Number of Person to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 10, 2023 NEURONETICS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 10, 2023 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 7, 2023 NEURONETICS, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 7, 2023 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 7, 2023 NEURONETICS, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 7, 2023 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File Num

Neuronetics Reports Record Fourth Quarter and Record Full Year 2022 Financial and Operating Results

Exhibit 99.1 Neuronetics Reports Record Fourth Quarter and Record Full Year 2022 Financial and Operating Results MALVERN, PA., March 7, 2023 – Neuronetics, Inc. (NASDAQ: STIM), a commercial stage medical technology company with a strategic vision of transforming the lives of patients whenever and wherever they need help with the best neurohealth therapies in the world, today announced its financia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2023 NEURONETICS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2023 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

STIM / Neuronetics Inc / Parian Global Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

STIM / Neuronetics Inc / Archon Capital Management LLC Passive Investment

SC 13G/A 1 d993134413g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Neuronetics, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 64131A105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

Joint Filing Statement Pursuant to Rule 13d-1(k)(1)

CUSIP No.: 64131A105 Exhibit 1 Joint Filing Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, par value $0.01 per share of Neuronetics, Inc. beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The pa

STIM / Neuronetics Inc / SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC/ DE - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Neuronetics Inc (Name of Issuer) COM Please enter the share class name (Title of Class of Securities) 64131A105 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 9, 2023 NEURONETICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 9, 2023 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File N

Neuronetics Reports Preliminary Fourth Quarter and Fiscal Year 2022 Financial Results

EX-99.1 2 d576017dex991.htm EX-99.1 Exhibit 99.1 Neuronetics Reports Preliminary Fourth Quarter and Fiscal Year 2022 Financial Results MALVERN, Pa., Jan. 9, 2023 (GLOBE NEWSWIRE) — Neuronetics, Inc. (NASDAQ: STIM), a commercial-stage medical technology company focused on designing, developing, and marketing products that improve the quality of life for patients who suffer from neurohealth disorder

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 27, 2022 NEURONETICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commission File

Fourth Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Form 8-K filed December 29, 2022)

Exhibit 3.1 FOURTH AMENDED AND RESTATED BYLAWS OF NEURONETICS, INC. (A DELAWARE CORPORATION) December 27, 2022 NEURONETICS, INC. FOURTH AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. Registered Office. The registered office shall be established and maintained at the office of The Corporation Trust Company, in the City of Wilmington, in the County of New Castle, in the State of Delaware,

Marked copy of Fourth Amended and Restated Bylaws of Neuronetics, Inc., effective December 27, 2022

EX-3.2 3 d439589dex32.htm EX-3.2 Exhibit 3.2 THIRDFOURTH AMENDED AND RESTATED BYLAWS OF NEURONETICS, INC. (A DELAWARE CORPORATION) July 28December 27, 20212022 NEURONETICS, INC. THIRDFOURTH AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. Registered Office. The registered office shall be established and maintained at the office of The Corporation Trust Company, in the City of Wilmington, i

As filed with the Securities and Exchange Commission on November 9, 2022

Table of Contents As filed with the Securities and Exchange Commission on November 9, 2022 Registration No.

Neuronetics, Inc. 3222 Phoenixville Pike Malvern, Pennsylvania 19355 November 9, 2022

Neuronetics, Inc. 3222 Phoenixville Pike Malvern, Pennsylvania 19355 ? November 9, 2022 VIA EDGAR ? Dorrie Yale Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 ? Re:Neuronetics, Inc. Registration Statement on Form S-3 (File No. 333-266617) ? Dear Ms. Yale, Pursuant to Rule 461 under the Securities Act of 1933, as amended, Neu

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) November 8, 2022 ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) November 8, 2022 ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) ? (Co

Neuronetics Reports Third Quarter 2022 Financial and Operating Results

Exhibit 99.1 Neuronetics Reports Third Quarter 2022 Financial and Operating Results MALVERN, PA., November 8, 2022 ? Neuronetics, Inc. (NASDAQ: STIM), a commercial stage medical technology company with a strategic vision of transforming the lives of patients whenever and wherever they need help with the best neurohealth therapies in the world, today announced its financial and operating results fo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) August 22, 2022 NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation

Calculation of Filing Fee Table

EX-FILING FEES 4 tmb-20220805xexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) Neuronetics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggr

As filed with the Securities and Exchange Commission on August 5, 2022

As filed with the Securities and Exchange Commission on August 5, 2022 Registration No.

Filing Fee Table.

EX-FILING FEES 4 tmb-20220805xexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Neuronetics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Title of each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Fee Calculation Rule Proposed Maximum Aggreg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 NEURONETICS, INC. (Exact name of registrant as specified in its charter)

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) August 2, 2022 ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) ? (Comm

Neuronetics Reports Second Quarter 2022 Financial and Operating Results

Exhibit 99.1 Neuronetics Reports Second Quarter 2022 Financial and Operating Results MALVERN, PA., August 2, 2022 ? Neuronetics, Inc. (NASDAQ: STIM), a commercial stage medical technology company with a strategic vision of transforming the lives of patients whenever and wherever they need help with the best neurohealth therapies in the world, today announced its financial and operating results for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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: 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) August 2, 2022 ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commis

Termination of a Material Definitive Agreement

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) July 14, 2022 NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commissio

STIM / Neuronetics Inc / CANNELL CAPITAL LLC - SCHEDULE 13D Activist Investment

SC 13D 1 ccllc-STIM-13d-06212022.htm SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Neuronetics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 64131A105 (CUSIP Number) J. Carlo Cannell Cannell Capital LLC 245 Meriwether Circle Alta, WY 83414 (307) 733-2284

Submission of Matters to a Vote of Security Holders

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) May 27, 2022 ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commissi

Regulation FD Disclosure

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) May 12, 2022 ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) ? (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Neuronetics Reports First Quarter 2022 Financial and Operating Results

Exhibit 99.1 Neuronetics Reports First Quarter 2022 Financial and Operating Results MALVERN, PA., May 12, 2022 ? Neuronetics, Inc. (NASDAQ: STIM), a commercial stage medical technology company with a strategic vision of transforming the lives of patients whenever and wherever they need it with the best neurohealth therapies in the world, today announced its financial and operating results for the

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) May 12, 2022 ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commissi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) April 29, 2022 ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commis

Subordination Agreement, by and between ZW Partners, LLC and the Registrant, dated April 29, 2022 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed May 5, 2022)

? Exhibit 10.1 ? SUBORDINATION AGREEMENT This SUBORDINATION AGREEMENT (this ?Agreement?) is entered into as of April 29, 2022, by and among ZW Partners, LLC, a New Jersey limited liability corporation (?Senior Lender?) and Neuronetics, Inc., a Delaware corporation (?Subordinated Creditor?). R E C I T A L S A.Check Five LLC, a Delaware limited liability company (?Borrower?) and Senior Lender are pa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

DEF 14A 1 ny20002291x1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☑ Filed by a Party other than the Registrant  ☐ Check

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??) Filed by the Registrant?? ? ? Filed by a Party other than the Registrant??? Check the appropriate box: ?? Preliminary Proxy Statement ??

Neuronetics Reports Fourth Quarter and Full Year 2021 Financial and Operating Results

Exhibit 99.1 Neuronetics Reports Fourth Quarter and Full Year 2021 Financial and Operating Results MALVERN, PA., March 8, 2022 ? Neuronetics, Inc. (NASDAQ: STIM), a commercial stage medical technology company with a strategic vision of transforming the lives of patients whenever and wherever they need it with the best neurohealth therapies in the world, today announced its financial and operating

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES ? SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) March 8, 2022 ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Commiss

Regulation FD Disclosure

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) March 8, 2022 ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) ? (Commi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) February 22, 2022 ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Com

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) February 15, 2022 ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Com

Neuronetics Announces Amendment of Credit Facility with SLR Investment Corp.

Exhibit 99.1 Neuronetics Announces Amendment of Credit Facility with SLR Investment Corp. MALVERN, Pa., February 22, 2022 (GLOBE NEWSWIRE) - Neuronetics, Inc. (NASDAQ: STIM), a commercial stage medical technology company focused on designing, developing, and marketing products that improve the quality of life for patients who suffer from neurohealth disorders, today announced it has amended its te

Third Amendment to Loan and Security Agreement, by and among SLR Investment Corp. (formerly known as Solar Capital Ltd.), as collateral agent, the lenders listed on the signature pages thereto, and the Registrant, dated February 15, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 22, 2022)

Exhibit 10.1 CERTAIN INFORMATION IDENTIFIED WITH THE MARK ?[***]? HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of February 15, 2022 (the ?Third Amendment Effective Date

STIM / Neuronetics Inc / INTERWEST PARTNERS VIII LP - SC 13G/A Passive Investment

SC 13G/A 1 d146165dsc13ga.htm SC 13G/A OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2010 Estimated average burden hours per response 10.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO 3 )* Neuronetics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 64131A 105 (CUSIP Number)

STIM / Neuronetics Inc / Kent Lake Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Neuronetics, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 64131A105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

STIM / Neuronetics Inc / Archon Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

STIM / Neuronetics Inc / CANNELL CAPITAL LLC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ?240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ?240.13d-2 (Amendment No.) 1 Neuronetics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 64131A105 (CUSIP Number) December 31, 2021 (Date of

Joint Filing Statement

EXHIBIT A Joint Filing Statement We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of each of us.

STIM / Neuronetics Inc / Parian Global Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

STIM / Neuronetics Inc / SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC/ DE - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 NEURONETICS INCORPORATED (Name of Issuer) COM (Title of Class of Securities) 64131A105 (CUSIP Number) 12/31/2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ? Rule 13d-1(b

Joint Filing Statement Pursuant to Rule 13d-1(k)(1)

CUSIP No.: 64131A105 Exhibit 1 Joint Filing Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, par value $0.01 per share of Neuronetics, Inc. beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The pa

STIM / Neuronetics Inc / Granite Point Capital Management, L.P. - NEURONETICS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Neuronetics, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 64131A105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this

STIM / Neuronetics Inc / Investor Growth Capital Holding LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Neuronetics, Inc. (Name of Issuer) Common stock, $0.01 par value (Title of Class of Securities) 64131A105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Neuronetics Reports Preliminary Fourth Quarter and Fiscal Year 2021 Financial Results

Exhibit 99.1 Neuronetics Reports Preliminary Fourth Quarter and Fiscal Year 2021 Financial Results MALVERN, Pa., January 10, 2022 ? Neuronetics, Inc. (NASDAQ: STIM), a commercial stage medical technology company focused on designing, developing, and marketing products that improve the quality of life for patients who suffer from neurohealth disorders, today announced certain preliminary unaudited

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) January 10, 2022 ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) November 9, 2021 ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Comm

Neuronetics Reports Third Quarter 2021 Financial and Operating Results

Exhibit 99.1 Neuronetics Reports Third Quarter 2021 Financial and Operating Results MALVERN, PA., November 9, 2021? Neuronetics, Inc. (NASDAQ: STIM), a commercial stage medical technology company focused on designing, developing and marketing products that improve the quality of life for patients who suffer from neurohealth disorders, today announced its financial and operating results for the thi

Regulation FD Disclosure

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) November 9, 2021 ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) ? (Co

CORRECTION - Neuronetics Announces Preliminary Revenue for Third Quarter 2021

Exhibit 99.1 Exhibit 99.1 ? CORRECTION - Neuronetics Announces Preliminary Revenue for Third Quarter 2021 Malvern, PA, Oct 19, 2021 (GLOBE NEWSWIRE) - In a release issued under the same headline on Tuesday, October 12th from Neuronetics, Inc. (NASDAQ: STIM), please note that the Safe Harbor Statement was inadvertently omitted. No changes were made to the content of the press release and the Safe H

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) October 20, 2021 (October 12, 2021) ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of

Neuronetics Announces Preliminary Revenue for Third Quarter 2021

Exhibit 99.1 Exhibit 99.1 ? Neuronetics Announces Preliminary Revenue for Third Quarter 2021 MALVERN, Pa., October 12, 2021 (GLOBE NEWSWIRE) - Neuronetics, Inc. (NASDAQ: STIM), a commercial-stage medical technology company focused on designing, developing and marketing products that improve the quality of life for patients who suffer from neurohealth disorders, today provided preliminary revenue r

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) October 12, 2021 ? NEURONETICS, INC. (Exact name of registrant as specified in its charter) ? Delaware 001-38546 33-1051425 (State or other jurisdiction of incorporation) (Comm