STIM

8-K

false 0001227636 0001227636 2026-03-17 2026-03-17

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 17, 2026

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 (877) 600-7555

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

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 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))

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. ☐

Item 2.02 Results of Operations and Financial Condition.

Neuronetics, Inc. (the “Company”) issued a press release on March 17, 2026, announcing its financial results for the three months and twelve months ended December 31, 2025. A copy of the press release is being furnished to the Securities and Exchange Commission (the “SEC”) as Exhibit 99.1 to this report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On March 12, 2026, the board of directors of the Company appointed Daniel L. Reuvers as the Company’s President and Chief Executive Officer effective on the date that Mr. Reuvers commences employment with the Company, which is expected to be March 23, 2026 (the “Reuvers Start Date”). There is no arrangement or understanding between Mr. Reuvers and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship between Mr. Reuvers and any of the Company’s directors or other executive officers. There are no related party transactions between Mr. Reuvers and the Company that would require disclosure under Item 404(a) of Regulation S-K. Mr. Reuvers, age 63, is a healthcare executive with over 35 years of experience. He was most recently the chief executive officer and board member of Tactile Medical (Nasdaq: TCMD) from May 2020 until July 2024. Prior to that, he held a series of executive-level roles with Integra LifeScience (Nasdaq: IART) from January 2009 until May of 2020. He served as the president of the company’s Instrument Division from 2009-2013, President of International from 2013-2016 and EVP, President of Codman Specialty Surgical, the company’s $1 billion neurosurgical business segment from 2016-2020. From 2002-2009 he served as president of two privately held companies, Omni-Tract Surgical and Advanced Respiratory, both resulting in successful exits to Integra and Hill-Rom respectively. He began his medtech career in 1987 with Vital Signs, Inc, where he held progressively expanded roles until 2000. Mr. Reuvers has served on the board of Etac Group, a

8-K

false 0001227636 0001227636 2026-02-10 2026-02-10

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 10, 2026

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 (877) 600-7555 (Former name or former address, if changed since last report.) Not applicable. 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

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))

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. ☐

Item 2.02 Results of Operations and Financial Condition.

Neuronetics, Inc. (the “Company”) issued a press release on February 10, 2026, which contained, among other things, selected preliminary unaudited financial results for the three and twelve months ended December 31, 2025. A copy of the press release is being furnished to the Securities and Exchange Commission (“SEC”) as Exhibit 99.1 to this report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished. “Safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this report, including the documents incorporated by reference herein, include “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, which are intended to be covered by the safe harbors created by those laws and other applicable laws and “forward-looking information” within the meaning of applicable Canadian securities laws. Statements in this report that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terms such as “may,” “will,” “would,” “should,” “expect,” “plan,” “design,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “outlook” or “continue” as well as the negative of these terms and similar expressions. These statements include those relating to the Company’s business outlook and current expectations for upcoming quarters and fiscal year 2026 including with respect to revenue, expenses, growth, and any statements of assumptions underlying any of the foregoing items. These statements are subject to significant risks and uncertainties and actual results could differ materially from those projected. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this report. These risks and uncertainties include, without limitation, risks and uncertainties related to: the effect of the transaction with Greenbrook TMS Inc. on our business relationships; operating results and business generally; our abili

8-K

false 0001227636 0001227636 2025-11-04 2025-11-04

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 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 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 (877) 600-7555 (Former name or former address, if changed since last report.) Not applicable.

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 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))

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. ☐

Item 2.02 Results of Operations and Financial Condition.

Neuronetics, Inc. (the “Company”) issued a press release on November 4, 2025, announcing its financial results for the three months ended September 30, 2025. A copy of the press release is being furnished to the Securities and Exchange Commission (“SEC”) as Exhibit 99.1 to this report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 4, 2025, the Company announced that Keith J. Sullivan, who has served as President and Chief Executive Officer since July 14, 2020, informed the Board of Directors (the “Board”) of his intention to retire on June 30, 2026. The Company has commenced a search for Mr. Sullivan’s successor. Mr. Sullivan will continue in his current position until a successor is hired. Once a successor is appointed, Mr. Sullivan will remain as a consultant to ensure a seamless transition. Mr. Sullivan’s decision to resign is not the result of any dispute or disagreement with the Company, the Company’s management or the Company’s Board on any matter relating to the Company’s operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

On November 4, 2025, Neuronetics released a presentation (the “Presentation”) that it may present to certain investors. A copy of the Presentation is attached hereto as Exhibit 99.2. The information contained in Exhibit 99.2 is incorporated herein by reference. The information in this report furnished pursuant to Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Exchange Act or the Securities Act whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revis

8-K

false 0001227636 0001227636 2025-08-05 2025-08-05

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 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 (877) 600-7555

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

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))

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on July 25, 2024, Neuronetics, Inc. (the “Company”) entered into a Credit Agreement and Guaranty with Perceptive Credit Holdings IV, LP, (“Perceptive”) as collateral agent and other lenders defined in the agreement (the “Perceptive Facility”). On August 1, 2025, the Company entered into Amendment No. 3 to Credit Agreement and Guaranty (the “Amendment”). The Amendment amends the Perceptive Facility to (i) permit the Company to borrow a Tranche 2A Loan in a principal amount of $10,000,000 on the date of the Amendment, (ii) lower the minimum liquidity balance requirement to $2,000,000 through September 30, 2026, and (iii) issue Perceptive a Warrant Certificate exercisable into 225,000 shares of the Company’s common stock. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

The Company issued a press release on August 5, 2025, announcing its financial results for the three months ended June 30, 2025. A copy of the press release is being furnished to the Securities and Exchange Commission (“SEC”) as Exhibit 99.1 to this report on Form 8-K and is incorporated by reference to this Item 2.02. The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished.

Item 7.01 Regulation FD Disclosure.

On August 5, 2025, the Company released a presentation (the “Presentation”) that it may present to certain investors. A copy of the Presentation is attached hereto as Exhibit 99.2. The information contained in Exhibit 99.2 is incorporated herein by reference. The information in this report furnished pursuant to Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Exchange Act or the Securities Act whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specifi

8-K

false 0001227636 0001227636 2025-05-06 2025-05-06

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 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.

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 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))

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. ☐

Item 2.02 Results of Operations and Financial Condition.

Neuronetics, Inc. (the “Company”) issued a press release on May 6, 2025, announcing its financial results for the three months ended March 31, 2025. A copy of the press release is being furnished to the Securities and Exchange Commission (“SEC”) as Exhibit 99.1 to this report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 6, 2025, the Company announced that Stephen Furlong, who has served as Chief Financial Officer since 2019, will retire on March 31, 2026. Mr. Furlong will continue in his current position until a successor is hired and will remain as an advisor to ensure a smooth transition. Mr. Furlong’s decision to resign is not the result of any dispute or disagreement with the Company, the Company’s management or the Company’s Board of Directors (the “Board”) on any matter relating to the Company’s operations, policies or practices. The Company has initiated a comprehensive search process to identify his successor.

Item 7.01 Regulation FD Disclosure.

On May 6, 2025, Neuronetics released a presentation (the “Presentation”) that it may present to certain investors. A copy of the Presentation is attached hereto as Exhibit 99.2. The information contained in Exhibit 99.2 is incorporated herein by reference. The information in this report furnished pursuant to Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Exchange Act or the Securities Act whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished. “Safe harbor” statement under the Private Securities Litigation Reform Act of

0001227636trueThis Amendment No. 1 on Form 8-K/A (this "Amendment") is filed to provide updates to the Company's financial results for the three months and year ending December 31, 2024 included in the Original Form 8-K as described in Item 2.02 and Item 7.01 below.00012276362025-03-042025-03-04 ​ ​

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)

(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. ☐ ​ ​

Explanatory Note ​ On March 4, 2025, Neuronetics Inc. (the “Company”) issued a press release setting forth the Company’s preliminary financial results and other information for the three months and year ending December 31, 2024 (the “Fourth Quarter 2024 Earnings Release”) and released an investor presentation that included selected financial results and other information for the three months and year ending December 31, 2024 (the “Fourth Quarter 2024 Presentation”). The Fourth Quarter 2024 Earnings Release and the Fourth Quarter 2024 Presentation were furnished on a Form 8-K filed on March 4, 2025 (the “Original Form 8-K”). This Amendment No. 1 on Form 8-K/A (this “Amendment”) is filed to provide updates to the Company’s financial results for the three months and year ending December 31, 2024 included in the Original Form 8-K as described in Item 2.02 and Item 7.01 below. ​ Item 2.02 Results of Operations and Financial Condition. ​ On March 4, 2025, the Company issued the Fourth Quarter 2024 Earnings Release. A copy of the press release was furnished as Exhibits 99.1 to the Original Form 8-K. Following the Fourth Quarter 2024 Earnings Release and in connection with finalizing the audited financial statements for the fiscal year ending December 31, 2024, certain non-cash revisions were made to the preliminary financial statements related to acquisition of Greenbrook TMS Inc. (“Greenbrook”) and the shares outstanding in the fourth quarter of 2024. The Company issued a press release on March 27, 2025 announcing its updated financial results for the three months ended December 31, 2024 reflecting the accounting updates (the “Updated Release”). A copy of the Updated Release is being furnished to the Securities and Exchange Commission (the “SEC”) as Exhibit 99.1 to this report on Form 8-K and is incorporated by reference to this Item 2.02. ​ The Company filed its Annual Report on Form 10-K for the year ending December 31, 2024 (the “Form 10-K”) as of this date and the consolidated financial statements in the Form 10-K fully reflect the accounting updates. ​ This Amendment amends Item 2.02 of the Original Form 8-K and the Fourth Quarter 2024 Release for the Updated Release. Except as set forth in the Updated Release, this Amendment does not modify or update any other disclosure contained in or furnished with the Original Form 8-K or the Fourth Quarter 2024 Earnings Release, which speak only as of the original issuance date and have not been updated, and this Amendment should be read in conjunction therewith. ​

​ The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act o

8-K

false 0001227636 0001227636 2025-03-04 2025-03-04

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 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. 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

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))

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. ☐

Item 2.02 Results of Operations and Financial Condition.

Neuronetics, Inc. (the “Company”) issued a press release on March 4, 2025, announcing its financial results for the three months ended December 31, 2024. A copy of the press release is being furnished to the Securities and Exchange Commission (“SEC”) as Exhibit 99.1 to this report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished.

Item 7.01 Regulation FD Disclosure.

On March 4, 2025, Neuronetics released a presentation (the “Presentation”) that it may present to certain investors. A copy of the Presentation is attached hereto as Exhibit 99.2. The information contained in Exhibit 99.2 is incorporated herein by reference. The information in this report furnished pursuant to Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Exchange Act or the Securities Act whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished. “Safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this report, including the documents incorporated by reference herein, include “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act which are intended to be covered by the safe harbors created by those laws and other applicable laws and “forward-looking information” within the meaning of applicable Canadian securities laws. Statements in this report that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terms such as “outlook,” “potential,” “believe,” “expect,” “plan,” “anticipate,” “predict,” “may,” “will,” “could,” “woul

8-K

false 0001227636 0001227636 2025-01-13 2025-01-13

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 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.

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 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))

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. ☐

Item 2.02 Results of Operations and Financial Condition. Neuronetics, Inc., or the Company, issued a press release on January 13, 2025, announcing certain preliminary financial information for the three and twelve months ended December 31, 2024. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished.

Item 7.01 Regulation FD Disclosure.

On January 13, 2025, Neuronetics released a presentation (the “Presentation”) that it may present to certain investors. A copy of the Presentation in connection therewith is attached hereto as Exhibit 99.2. The information contained in Exhibit 99.2 is incorporated herein by reference. The information in this report furnished pursuant to Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished. “Safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this Current Report, including the documents incorporated by reference herein, include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws and other applicable laws and “forward-looking information” within the meaning of applicable Canadian securities laws. Statements in this Current Report that are not historical facts constitute “forward-looking statements” within the meaning of the Private Sec

8-K/A

true 0001227636 0001227636 2024-11-12 2024-11-12

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 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.

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 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))

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. ☐

EXPLANATORY NOTE

This Current Report on Form 8-K amends the Current Report on Form 8-K filed by Neuronetics, Inc. (“Neuronetics” or the “Company”) on November 12, 2024 (the “Initial 8-K”), to furnish a corrected version of its press release to clarify that the Company expects to achieve cash flow breakeven by the third quarter of 2025 and is attached as Exhibit 99.1 hereto and is incorporated by reference herein. Item 2.02 Results of Operations and Financial Condition. The Company issued a press release on November 12, 2024 announcing its financial results for the three months ended September 30, 2024. A copy of the press release was furnished to the Securities and Exchange Commission as Exhibit 99.1 to the Initial 8-K. The Exhibit 99.1 attached hereto is a replacement to clarify that the Company expects to achieve cash flow breakeven by the third quarter of 2025 and is incorporated by reference herein. The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished. “Safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this Current Report, include “forward-looking statements” within the meaning of U.S. federal securities laws. These forward- looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words or expressions such as “expect”, “anticipate”, “intend”, “plan”, “believe”, “estimate”, “may”, “will”, “project”, “could”, “should”, “would”, “seek”, “forecast”, “expect”, “anticipate”, “predict”, “outlook”, “potential”, or other similar expressions, including without limitation the negative of these terms. Forward-looking statements represent current judgments about possible future events, including, but not limited to statements regarding expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs relating to the proposed transaction between Greenbrook TMS Inc. (“Greenbrook”) and Neuronetics, such as statements regarding the combined operations and prospects of Greenbrook and Neuronetics, estimates of pro forma financial information of the combined company, the current and p

8-K

false 0001227636 0001227636 2024-11-12 2024-11-12

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 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.

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 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))

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. ☐

Item 2.02 Results of Operations and Financial Condition.

Neuronetics, Inc. (“Neuronetics” or the “Company”) issued a press release on November 12, 2024 announcing its financial results for the three months ended September 30, 2024. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 2.02. The information furnished pursuant to Item 2.02 , including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished.

Item 7.01 Regulation FD Disclosure.

On November 12, 2024, Neuronetics released a presentation (the “Presentation”) relating to the Company’s financial results for the three months ended September 30, 2024. A copy of the Presentation in connection therewith is attached hereto as Exhibit 99.2. The information contained in Exhibit 99.2 is incorporated herein by reference. The information in this report furnished pursuant to Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished. “Safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this Current Report, include “forward-looking statements” within the meaning of U.S. federal securities laws. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words or expressions such as “expect”, “anticipate”, “intend”, “plan”, “believe”, “estimate”, “may”, “will”, “project”, “could”, “should”, “would”, “seek”, “forecast”, “expect”, “anticipate”, “predict”, “outlook”, “potential”, or other similar expressions, including without limitation t

8-K

false 0001227636 0001227636 2024-08-12 2024-08-12

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 Number)

(IRS 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)

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 of 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐

Item 2.02 Results of Operations and Financial Condition

On August 12, 2024, Neuronetics, Inc. (the “Company”) issued a press release announcing its unaudited financial results for the three- and six-month periods ended June 30, 2024 and describing the proposed combination of Greenbrook TMS Inc. (“Greenbrook”) and the Company (the “Proposed Arrangement”) and a separate press release describing the Proposed Arrangement, and hosted a conference call to discuss the financial results for such quarterly period and the Proposed Arrangement. The press releases were previously reported on the Company’s Current Report on Form 8-K filed on August 12, 2024 and are incorporated herein by reference. A copy of the conference call transcript is linked hereto as Exhibit 99.1 and is incorporated herein by reference. The information furnished under Item 2.02 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Company under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, except as shall be set forth by specific reference in such filing. “Safe harbor” statement under the Private Securities Litigation Reform Act of 1995: This document includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws and other applicable laws and “forward-looking information” within the meaning of applicable Canadian securities laws. Statements in the press release that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terms such as “outlook,” “potential,” “believe,” “expect,” “plan,” “anticipate,” “predict,” “may,” “will,” “could,” “would” and “should” as well as the negative of these terms and similar expressions. These statements include those relating to the Proposed Arrangement, potential benefits of the Proposed Arrangement and the timing thereof. These statements are subject to significant risks and uncertainties and actual results could differ materially from those projected. Investors are cautioned not to place undue reliance on the forward-looking statements contained in this document. These risks and uncertainties include, without limitation, risks and uncertainties related to: our ability to achieve or sustain profitable operations due to our history of losses; our reliance on the sale and usage of our NeuroStar Ad

8-K

false 0001227636 0001227636 2024-08-12 2024-08-12

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 Number)

(IRS 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)

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 of 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐

Item 2.02 Results of Operations and Financial Condition.

Neuronetics, Inc., or the Company, issued a press release on August 12, 2024 announcing its financial results for the three months ended June 30, 2024. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, we undertake no duty or obligation to publicly update or revise the information so furnished.

Item 7.01 Regulation FD Disclosure.

On August 12, 2024, Neuronetics, and Greenbrook TMS Inc., a corporation existing under the laws of the Province of Ontario (“Greenbrook”), issued a joint press release announcing entry into an arrangement agreement (the “Arrangement Agreement”), pursuant to which Neuronetics will 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”). A copy of the joint press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. On August 12, 2024, Neuronetics released a presentation relating to the Company’s financial results for the three months ended June 30, 2024 and the Arrangement, and Neuronetics posted its August 2024 investor presentation and supplemental financial and operational information. A copy of both presentations is available on the Company’s website at http://ir.neuronetics.com/ and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.2 attached hereto and the presentations available at http://ir.neuronetics.com/, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing or document. “Safe harbor” statement under the Private Securities Litigation Reform Act of 1995: This document includes “forward-looking statemen

0001227636false00012276362024-05-072024-05-07 ​ ​

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 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. ​ 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

​ 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))

​ 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. ☐ ​ ​ ​ ​

Item 2.02 Results of Operations and Financial Condition. Neuronetics, Inc., or the Company, issued a press release on May 7, 2024 announcing its financial results for the three months ended March 31, 2024. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, we undertake no duty or obligation to publicly update or revise the information so furnished. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. ​ ​ ​

​

​ ​

Exhibit Number

Description

​ ​ ​

99.1 ​ Press Release, dated May 7, 2024, of Neuronetics, Inc.

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

​ ​ ​

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: May 7, 2024 By: /s/ Stephen Furlong

​ Name: Stephen Furlong

​ Title: EVP, Chief Financial Officer and Treasurer

​ ​ (Principal Financial and Accounting Officer)

​ ​ ​

0001227636false00012276362024-03-052024-03-05 ​ ​

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 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. ​ 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

​ 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))

​ 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. ☐ ​ ​ ​ ​

Item 2.02 Results of Operations and Financial Condition. Neuronetics, Inc., or the Company, issued a press release on March 5, 2024 announcing its financial results for the three and twelve months ended December 31, 2023. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, we undertake no duty or obligation to publicly update or revise the information so furnished. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. ​ ​ ​

​

​ ​

Exhibit Number

Description

​ ​ ​

99.1 ​ Press Release, dated March 5, 2024, of Neuronetics, Inc.

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

​ ​ ​

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: March 5, 2024 By: /s/ Stephen Furlong

​ Name: Stephen Furlong

​ Title: EVP, Chief Financial Officer and Treasurer

​ ​ (Principal Financial and Accounting Officer)

​ ​ ​

8-K

false 0001227636 0001227636 2024-01-08 2024-01-08

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. (Exact Name of Registrant as Specified in 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, and Zip Code) (610) 640-4202 Registrant’s Telephone Number, Including Area Code Not applicable (Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

☐ Written communication 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 of 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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter). 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. ☐

Item 2.02 Results of Operations and Financial Condition. Neuronetics, Inc., or the Company, issued a press release on January 8, 2024 announcing certain preliminary financial information for the three and twelve months ended December 31, 2023. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, we undertake no duty or obligation to publicly update or revise the information so furnished. Item 9.01 Financial Statements and Exhibits. (d)     Exhibits.

Exhibit Number

Description

99.1

Press Release, dated January 8, 2024, of Neuronetics, Inc.

104

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

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: January 8, 2024

By:

/s/ Stephen Furlong

Name:

Stephen Furlong

Title:

SVP, Chief Financial Officer and Treasurer

0001227636false00012276362023-11-072023-11-07 ​ ​

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 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. ​ 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

​ 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))

​ 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. ☐ ​ ​ ​ ​

Item 2.02 Results of Operations and Financial Condition. Neuronetics, Inc., or the Company, issued a press release on November 7, 2023 announcing its financial results for the three months ended September 30, 2023. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, we undertake no duty or obligation to publicly update or revise the information so furnished. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. ​ ​ ​

​

​ ​

Exhibit Number

Description

​ ​ ​

99.1 ​ Press Release, dated November 7, 2023, of Neuronetics, Inc.

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

​ ​ ​

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: November 7, 2023 By: /s/ Stephen Furlong

​ Name: Stephen Furlong

​ Title: EVP, Chief Financial Officer and Treasurer

​ ​ (Principal Financial and Accounting Officer)

​ ​ ​

0001227636false00012276362023-08-082023-08-08 ​ ​

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 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. ​ 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

​ 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))

​ 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. ☐ ​ ​ ​ ​

Item 2.02 Results of Operations and Financial Condition. Neuronetics, Inc., or the Company, issued a press release on August 8, 2023 announcing its financial results for the three months ended June 30, 2023. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, we undertake no duty or obligation to publicly update or revise the information so furnished. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. ​ ​ ​

​

​ ​

Exhibit Number

Description

​ ​ ​

99.1 ​ Press Release, dated August 8, 2023, of Neuronetics, Inc.

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

​ ​ ​

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: August 8, 2023 By: /s/ Stephen Furlong

​ Name: Stephen Furlong

​ Title: EVP, Chief Financial Officer and Treasurer

​ ​ (Principal Financial and Accounting Officer)

​ ​ ​

0001227636false00012276362023-05-092023-05-09 ​ ​

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 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. ​ 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

​ 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))

​ 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. ☐ ​ ​ ​ ​

Item 2.02 Results of Operations and Financial Condition. Neuronetics, Inc., or the Company, issued a press release on May 9, 2023 announcing its financial results for the three months ended March 31, 2023. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, we undertake no duty or obligation to publicly update or revise the information so furnished. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. ​ ​ ​

​

​ ​

Exhibit Number

Description

​ ​ ​

99.1 ​ Press Release, dated May 9, 2023, of Neuronetics, Inc.

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

​ ​ ​

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: May 9, 2023 By: /s/ Stephen Furlong

​ Name: Stephen Furlong

​ Title: EVP, Chief Financial Officer and Treasurer

​ ​ (Principal Financial and Accounting Officer)

​ ​ ​

0001227636false00012276362023-03-072023-03-07 ​ ​

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 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. ​ 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

​ 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))

​ 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. ☐ ​ ​ ​ ​

Item 2.02 Results of Operations and Financial Condition. Neuronetics, Inc., or the Company, issued a press release on November 8, 2022 announcing its financial results for the three and twelve months ended December 31, 2022. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, we undertake no duty or obligation to publicly update or revise the information so furnished. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. ​ ​ ​

​

​ ​

Exhibit Number

Description

​ ​ ​

99.1 ​ Press Release, dated March 7, 2023, of Neuronetics, Inc.

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

​ ​ ​

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: March 7, 2023 By: /s/ Stephen Furlong

​ Name: Stephen Furlong

​ Title: EVP, Chief Financial Officer and Treasurer

​ ​ (Principal Financial and Accounting Officer)

​ ​ ​

8-K

false 0001227636 0001227636 2023-01-09 2023-01-09

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 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.

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 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))

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.  ☐

Item 2.02 Results of Operations and Financial Condition.

Neuronetics, Inc., or the Company, issued a press release on January 9, 2023 announcing certain preliminary financial information for the three and twelve months ended December 31, 2022. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, we undertake no duty or obligation to publicly update or revise the information so furnished.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1

Press Release, dated January 9, 2023, of Neuronetics, Inc.

104

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

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: January 9, 2023

By:

/s/ Stephen Furlong

Name:

Stephen Furlong

Title:

SVP, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)