SEC Form SC 13G filed by Neuronetics Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(4) See Note (1) Above.

Neuronetics, Inc. (the “Issuer”)

3222 Phoenixville Pike

Malvern, PA 19355

This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons", with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:

c/o Kent Lake Capital LLC

300 East 2nd Street, Suite 1510, #1033

Reno, NV 89501

300 East 2nd Street, Suite 1510, #1033

Reno, NV 89501

c/o Kent Lake Capital LLC

300 East 2nd Street, Suite 1510, #1033

Reno, NV 89501

Common Stock, $0.01 par value per share (“Common Stock”)

64131A105

Not Applicable.

Note 5:

Kent Lake Capital LLC is an investment advisor that is registered under the Investment Advisors Act of 1940. Kent Lake Capital LLC, which serves as the general partner to Kent Lake Partners LP ("the Fund"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Fund. Mr. Benjamin Natter, as Managing Member of Kent Lake Capital LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Fund. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Kent Lake Capital LLC and Mr. Natter expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Kent Lake Capital LLC or Mr. Natter are the beneficial owner of any of the securities reported herein.

Note 6:

Based on 28,873,388 outstanding shares of Common Stock as of August 2, 2023 represented in the Issuer's 10-Q filed with the SEC on August 8, 2023.

Not Applicable.

See Note 5 above. The Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.

See Note 5 above.

Not Applicable.

Not Applicable.

Each of the Reporting Persons makes the following certification:

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: September 22, 2023

KENT LAKE PARTNERS LP

By: Kent Lake Capital LLC, its General Partner

By: /s/ Benjamin Natter

Name: Benjamin Natter

Title: Managing Member

KENT LAKE CAPITAL LLC

By: /s/ Benjamin Natter

Name: Benjamin Natter

Title: Managing Member

BENJAMIN NATTER

By: /s/ Benjamin Natter

EXHIBIT A

Joint Filing Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referenced to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the rules thereunder may be filed on each of his, her or its behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1(k).