As filed with the Securities and Exchange Commission on February 4, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Neuronetics, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 33-1051425 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
| 3222 Phoenixville Pike Malvern, PA |
19355 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2020 Inducement Incentive Plan
2018 Equity Incentive Plan
(Full title of the plans)
W. Andrew Macan
Neuronetics, Inc.
3222 Phoenixville Pike
Malvern, PA 19355
(877) 600-7555
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Brian Short
Ballard Spahr LLP
1735 Market Street, 51st Floor
Philadelphia, PA 19103
(215) 864-8230
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated Filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement is being filed by Neuronetics, Inc. (the “Company”), in accordance with General Instruction E to Form S-8, to register additional shares of common stock for issuance (i) under the Neuronetics, Inc. 2020 Inducement Incentive Plan (the “Inducement Plan”), as approved by the Company’s Board of Directors on November 7, 2024, increasing the aggregate number of shares of common stock for issuance under the Inducement Plan by 1,280,460 shares, (ii) under the Neuronetics, Inc. 2018 Equity Incentive Plan (the “Equity Incentive Plan”), as adopted by the Company’s Board of Directors as of December 9, 2024, increasing the aggregate number of shares of common stock for issuance under the Equity Incentive Plan by 4,210,766 shares, and (iii) 7,754,344 shares issuable in the aggregate pursuant to the automatic increase under Section 3(a) of the Equity Incentive Plan. The contents of the Company’s Registration Statement on Form S-8 (No. 333-252233) filed with the Securities and Exchange Commission (the “Commission”) on January 19, 2021 are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Company with the SEC, are incorporated in this Registration Statement by reference:
| (a) | the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 8, 2024; |
| (b) | the information specifically incorporated by reference into the Company’s Annual Report on Form 10-K from its Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 11, 2024; |
| (c) | the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, filed with the SEC on May 7, 2024, August 12, 2024, and November 12, 2024, respectively; |
| (d) | the Company’s Current Reports on Form 8-K filed with the SEC on March 25, 2024, March 28, 2024, May 7, 2024, June 3, 2024, June 6, 2024, July 30, 2024, August 12, 2024, August 12, 2024, August 13, 2024, August 14, 2024, August 15, 2024, October 2, 2024, October 4, 2024, October 4, 2024, November 1, 2024, November 12, 2024, November 12, 2024, November 12, 2024, November 13, 2024, December 10, 2024, and January 13, 2025 (in each case other than any portions thereof deemed furnished and not filed); and |
| (e) | the description of the Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-38546) filed with the Commission on June 19, 2018, including any amendments or reports filed for the purpose of updating such description. |
All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended, on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Our Commission File Number is 001-38546.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
| * | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Malvern, Commonwealth of Pennsylvania, on February 4, 2025.
| NEURONETICS, INC. |
| /s/ Stephen Furlong |
| Stephen Furlong |
| EVP, Chief Financial Officer and Treasurer |
| (Principal Financial and Accounting Officer) |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Keith J. Sullivan and Stephen Furlong, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for such individual in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney in fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney in fact, proxy and agent, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated:
| Signature |
Title |
Date | ||
| /s/ Keith J. Sullivan |
President, Chief Executive Officer and Director | February 4, 2025 | ||
| Keith J. Sullivan | (Principal Executive Officer) | |||
| /s/ Stephen Furlong |
EVP, Chief Financial Officer and Treasurer | February 4, 2025 | ||
| Stephen Furlong | (Principal Financial and Accounting Officer) | |||
| /s/ Megan Rosengarten |
Director | February 4, 2025 | ||
| Megan Rosengarten | ||||
| /s/ Sheryl Conley |
Director | February 4, 2025 | ||
| Sheryl Conley | ||||
| /s/ Avinash Amin, MD |
Director | February 4, 2025 | ||
| Avinash Amin, MD | ||||
| /s/ Sasha Cucuz |
Director | February 4, 2025 | ||
| Sasha Cucuz | ||||
| /s/ Glenn Muir |
Director | February 4, 2025 | ||
| Glenn Muir | ||||
| /s/ Robert Cascella |
Director | February 4, 2025 | ||
| Robert Cascella | ||||