Amendment: Neuronetics Inc. filed SEC Form 8-K: Financial Statements and Exhibits

2/6/25 4:21:30 PM ET

$STIM

Medical/Dental Instruments

Health Care

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8-K/A

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 File Number)	(I.R.S. Employer Identification No.)


3222 Phoenixville Pike, Malvern, PA		19355
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (610) 640-4202

(Former name or former address, if changed since last report.) Not applicable.

Check the appropriate box below if the

Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol (s)	Name on each exchange on which registered
Common Stock ($0.01 par value)	STIM	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or

Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange

Act. ☐

Table of Contents

Explanatory Note

As previously disclosed in the Current Reports on Form

8-K

filed by Neuronetics, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”), the Company entered into an arrangement agreement on August 11, 2024 with Greenbrook TMS Inc. (“Greenbrook”), pursuant to which the Company agreed to acquire all of the issued and outstanding common shares of Greenbrook pursuant to a plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”). The Arrangement was effective as of December 9, 2024.

This Amendment No. 1 on Form

8-K/A

is being filed to amend Item 9.01(a) and (b) of the Current Report on Form

8-K

that the Company filed with the SEC on December 10, 2024, regarding the completion of its acquisition of Greenbrook to include the historical financial statements of Greenbrook required by Item 9.01(a) of Form

8-K

and the pro forma financial information required by Item 9.01(b) of Form

8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited financial statements of Greenbrook as of and for the years ended December 31, 2022 and December 31, 2023, together with the notes related thereto and the Report of Independent Registered Public Accounting Firm thereon, are filed as Exhibit 99.1 to this Form

8-K/A

and incorporated by reference herein.

The unaudited financial statements of Greenbrook as of and for the nine months ended November 30, 2024 are filed as Exhibit 99.2 to this Form

8-K/A

and incorporated by reference herein.

(b) Pro Forma Financial Information

The unaudited pro forma financial information for the Company, after giving effect to the acquisition of Greenbrook and

adjustments

described in such pro forma financial information, is attached hereto as Exhibit 99.3 to this Form

8-K/A

and incorporated by reference

herein

(d) Exhibits


Exhibit Number		Description

23.1		Consent of Independent Registered Accounting Firm, KPMG LLP

99.1		Audited consolidated financial statements of Greenbrook as of and for the years ended December 31, 2022 and December 31, 2023 and the notes related thereto and Report of Independent Registered Public Accounting Firm thereon (incorporated by reference to pages F-1 through F-55 of Greenbrook’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (SEC file No. 001-40199), filed with the SEC on April 26, 2024).

99.2		Unaudited consolidated condensed financial statements of Greenbrook as of September 30, 2024 and for the periods ended September 30, 2024 and the notes related thereto.

99.3		Unaudited pro forma combined balance sheet as of September 30, 2024 and the unaudited pro forma combined statement of operations for the periods ended September 30, 2024 and the year ended December 31, 2023, giving effect to the acquisition of Greenbrook.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document )

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this

report

to be signed on its behalf by the undersigned hereunto duly authorized.


	NEURONETICS, INC.
	(Registrant)

Date: February 6, 2025	By:	/s/ Stephen Furlong
	Name:	Stephen Furlong
	Title:	EVP, Chief Financial Officer and Treasurer

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Date

Price Target

Rating

Analyst

8/13/2024

Outperform → Mkt Perform

William Blair

10/14/2021

$18.00 → $12.00

Market Outperform

JMP Securities

10/13/2021

Outperform → Mkt Perform

William Blair

10/13/2021

Buy → Neutral

BTIG

Amendment: Neuronetics Inc. filed SEC Form 8-K: Financial Statements and Exhibits

2/6/25 4:21:30 PM ET

$STIM

Medical/Dental Instruments

Health Care

Get the next $STIM alert in real time by email

8-K/A

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 File Number)	(I.R.S. Employer Identification No.)


3222 Phoenixville Pike, Malvern, PA		19355
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (610) 640-4202

(Former name or former address, if changed since last report.) Not applicable.

Check the appropriate box below if the

Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol (s)	Name on each exchange on which registered
Common Stock ($0.01 par value)	STIM	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or

Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging growth company ☐

Exchange

Act. ☐

Table of Contents

Explanatory Note

As previously disclosed in the Current Reports on Form

8-K

This Amendment No. 1 on Form

8-K/A

is being filed to amend Item 9.01(a) and (b) of the Current Report on Form

8-K

and the pro forma financial information required by Item 9.01(b) of Form

8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

8-K/A

and incorporated by reference herein.

The unaudited financial statements of Greenbrook as of and for the nine months ended November 30, 2024 are filed as Exhibit 99.2 to this Form

8-K/A

and incorporated by reference herein.

(b) Pro Forma Financial Information

The unaudited pro forma financial information for the Company, after giving effect to the acquisition of Greenbrook and

adjustments

described in such pro forma financial information, is attached hereto as Exhibit 99.3 to this Form

8-K/A

and incorporated by reference

herein

(d) Exhibits


Exhibit Number		Description

23.1		Consent of Independent Registered Accounting Firm, KPMG LLP

99.1		Audited consolidated financial statements of Greenbrook as of and for the years ended December 31, 2022 and December 31, 2023 and the notes related thereto and Report of Independent Registered Public Accounting Firm thereon (incorporated by reference to pages F-1 through F-55 of Greenbrook’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (SEC file No. 001-40199), filed with the SEC on April 26, 2024).

99.2		Unaudited consolidated condensed financial statements of Greenbrook as of September 30, 2024 and for the periods ended September 30, 2024 and the notes related thereto.

99.3		Unaudited pro forma combined balance sheet as of September 30, 2024 and the unaudited pro forma combined statement of operations for the periods ended September 30, 2024 and the year ended December 31, 2023, giving effect to the acquisition of Greenbrook.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document )

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this

report

to be signed on its behalf by the undersigned hereunto duly authorized.


	NEURONETICS, INC.
	(Registrant)

Date: February 6, 2025	By:	/s/ Stephen Furlong
	Name:	Stephen Furlong
	Title:	EVP, Chief Financial Officer and Treasurer

Get the next $STIM alert in real time by email

Date

Price Target

Rating

Analyst

8/13/2024

Outperform → Mkt Perform

William Blair

10/14/2021

$18.00 → $12.00

Market Outperform

JMP Securities

10/13/2021

Outperform → Mkt Perform

William Blair

10/13/2021

Buy → Neutral

BTIG

Amendment: Neuronetics Inc. filed SEC Form 8-K: Financial Statements and Exhibits

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$STIM

Amendment: Neuronetics Inc. filed SEC Form 8-K: Financial Statements and Exhibits

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$STIM

$STIM
Insider Purchases

Director Cascella Robert bought $75,000 worth of shares (100,000 units at $0.75), increasing direct ownership by 28% to 453,098 units (SEC Form 4)

Director Muir Glenn P bought $20,000 worth of shares (25,000 units at $0.80), increasing direct ownership by 9% to 289,818 units (SEC Form 4)

Director Muir Glenn P bought $21,250 worth of shares (25,000 units at $0.85), increasing direct ownership by 10% to 264,818 units (SEC Form 4)

$STIM
Press Releases

Neuronetics Announces Selected Preliminary Unaudited Fourth Quarter and Full Year 2025 Financial Results

Neuronetics to Participate at the Piper Sandler 37th Annual Healthcare Conference

TRICARE West Expands NeuroStar® TMS Coverage to Include Adolescents Aged 15+ Struggling with Depression

$STIM
SEC Filings

SEC Form 144 filed by Neuronetics Inc.

Neuronetics Inc. filed SEC Form 8-K: Results of Operations and Financial Condition

SEC Form 8-K filed by Neuronetics Inc.

$STIM
Analyst Ratings

Neuronetics downgraded by William Blair

JMP Securities reiterated coverage on Neuronetics with a new price target

Neuronetics downgraded by William Blair

$STIM
Insider Trading

EVP, CLO and CS Macan William Andrew sold $5,402 worth of shares (3,485 units at $1.55), decreasing direct ownership by 0.50% to 687,681 units (SEC Form 4)

President and CEO Sullivan Keith J sold $63,513 worth of shares (40,976 units at $1.55), decreasing direct ownership by 3% to 1,567,012 units (SEC Form 4)

EVP, CFO and Treasurer Pfanstiel Steven was granted 170,212 shares, increasing direct ownership by 43% to 570,212 units (SEC Form 4)

$STIM
Leadership Updates

Neuronetics Appoints New Chief Financial Officer

Neuronetics Set to Join Russell 2000® and Russell 3000® Indexes

Dr. Mehdi H. Shishehbor Appointed Chief Medical Officer of Inquis Medical

$STIM
Financials

Neuronetics Announces Selected Preliminary Unaudited Fourth Quarter and Full Year 2025 Financial Results

Neuronetics to Report Third Quarter 2025 Financial and Operating Results and Host Conference Call

Neuronetics to Report Second Quarter 2025 Financial and Operating Results and Host Conference Call

$STIM
Large Ownership Changes

SEC Form SC 13D filed by Neuronetics Inc.

Amendment: SEC Form SC 13G/A filed by Neuronetics Inc.

Amendment: SEC Form SC 13G/A filed by Neuronetics Inc.

Amendment: Neuronetics Inc. filed SEC Form 8-K: Financial Statements and Exhibits

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for $STIM

Amendment: Neuronetics Inc. filed SEC Form 8-K: Financial Statements and Exhibits

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for $STIM

$STIM Insider Purchases

Director Cascella Robert bought $75,000 worth of shares (100,000 units at $0.75), increasing direct ownership by 28% to 453,098 units (SEC Form 4)

Director Muir Glenn P bought $20,000 worth of shares (25,000 units at $0.80), increasing direct ownership by 9% to 289,818 units (SEC Form 4)

Director Muir Glenn P bought $21,250 worth of shares (25,000 units at $0.85), increasing direct ownership by 10% to 264,818 units (SEC Form 4)

$STIM Press Releases

Neuronetics Announces Selected Preliminary Unaudited Fourth Quarter and Full Year 2025 Financial Results

Neuronetics to Participate at the Piper Sandler 37th Annual Healthcare Conference

TRICARE West Expands NeuroStar® TMS Coverage to Include Adolescents Aged 15+ Struggling with Depression

$STIM SEC Filings

SEC Form 144 filed by Neuronetics Inc.

Neuronetics Inc. filed SEC Form 8-K: Results of Operations and Financial Condition

SEC Form 8-K filed by Neuronetics Inc.

$STIM Analyst Ratings

Neuronetics downgraded by William Blair

JMP Securities reiterated coverage on Neuronetics with a new price target

Neuronetics downgraded by William Blair

$STIM Insider Trading

EVP, CLO and CS Macan William Andrew sold $5,402 worth of shares (3,485 units at $1.55), decreasing direct ownership by 0.50% to 687,681 units (SEC Form 4)

President and CEO Sullivan Keith J sold $63,513 worth of shares (40,976 units at $1.55), decreasing direct ownership by 3% to 1,567,012 units (SEC Form 4)

EVP, CFO and Treasurer Pfanstiel Steven was granted 170,212 shares, increasing direct ownership by 43% to 570,212 units (SEC Form 4)

$STIM Leadership Updates

Neuronetics Appoints New Chief Financial Officer

Neuronetics Set to Join Russell 2000® and Russell 3000® Indexes

Dr. Mehdi H. Shishehbor Appointed Chief Medical Officer of Inquis Medical

$STIM Financials

Neuronetics Announces Selected Preliminary Unaudited Fourth Quarter and Full Year 2025 Financial Results

Neuronetics to Report Third Quarter 2025 Financial and Operating Results and Host Conference Call

Neuronetics to Report Second Quarter 2025 Financial and Operating Results and Host Conference Call

$STIM Large Ownership Changes

SEC Form SC 13D filed by Neuronetics Inc.

Amendment: SEC Form SC 13G/A filed by Neuronetics Inc.

Amendment: SEC Form SC 13G/A filed by Neuronetics Inc.

Recent Analyst Ratings for
$STIM

Recent Analyst Ratings for
$STIM

$STIM
Insider Purchases

$STIM
Press Releases

$STIM
SEC Filings

$STIM
Analyst Ratings

$STIM
Insider Trading

$STIM
Leadership Updates

$STIM
Financials

$STIM
Large Ownership Changes