Neuronetics Announces Pricing of $30 Million Underwritten Public Offering of Common Stock
The financing pairs new-share issuance with a planned loan repayment tied to conditional revenue-covenant relief.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Summary
Neuronetics (NASDAQ: STIM) priced an underwritten public offering of common stock expected to raise approximately $30 million in gross proceeds. The offering comprises 18,750,000 shares at $1.60 each, with a 30-day underwriter option for up to 2,812,500 additional shares. Closing is expected on or about November 12, 2026.
The company intends to use part of the net proceeds to repay its Perceptive term loan. A November 5 credit amendment would reduce certain revenue covenants, subject to conditions including a prepayment of no less than $15,000,000, accrued unpaid interest, fees and lender expenses. The amendment automatically terminates if conditions are not satisfied or waived by November 30, 2026. Neuronetics anticipates that satisfying the conditions and reducing those covenants will resolve the going concern risk referenced in its recent quarterly filings. Gross proceeds exclude underwriting discounts, commissions and offering expenses.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Offering expected to raise approximately $30 million in gross proceeds before discounts, commissions and expenses. 19% of market cap
- Moderate point. Forward-looking: it has not happened yet and may not happen.Credit amendment provides conditional revenue-covenant reductions; Neuronetics anticipates these will resolve its disclosed going concern risk.
- Minor point. Forward-looking: it has not happened yet and may not happen.Net proceeds are intended partly to repay outstanding Perceptive term debt.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.18,750,000 new common shares at $1.60 each dilute existing holders.
- Moderate pointAmendment requires at least $15,000,000 prepayment, accrued unpaid interest, early prepayment and amendment fees, and lender expenses. 9.6% of market cap
- Minor point. Forward-looking: it has not happened yet and may not happen.Underwriters have a 30-day option for up to 2,812,500 additional shares at the offering price, less discounts and commissions.
- Minor pointAmendment automatically terminates November 30, 2026 unless its conditions are satisfied or waived by then.
- Minor point. Forward-looking: it has not happened yet and may not happen.Underwriting discounts, commissions and offering expenses reduce proceeds available to Neuronetics.
News Explained
If Neuronetics’ priced sale of 18,750,000 common shares closes, the added shares would increase the share count and reduce existing holders’ percentage ownership; closing remains subject to customary conditions.
Key Figures
- Shares offered
- 18,750,000 shares
- Company-issued common stock
- Offering price
- $1.60 per share
- Public offering price
- Expected gross proceeds
- $30 million
- Before underwriting discounts, commissions and other offering expenses
- Underwriters' option
- 2,812,500 shares
- Additional shares purchasable at the offering price, less discounts and commissions
- Option period
- 30 days
- Underwriters' option to purchase additional shares
- Minimum prepayment
- $15,000,000
- Condition precedent to the Credit Facility amendment, plus accrued interest and applicable fees and costs
- Amendment termination deadline
- November 30, 2026
- Amendment automatically terminates if its conditions are not satisfied or waived by this date
- Expected offering close
- November 12, 2026
- Subject to customary closing conditions
Previous Offering Reports
-
Priced 8 million shares at $2.25, targeting $18 million gross proceeds.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
underwritten public offering financial
revenue covenants financial
going concern risk financial
shelf registration statement regulatory
prospectus supplement regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
MALVERN, Pa., Nov. 10, 2026 (GLOBE NEWSWIRE) -- Neuronetics, Inc. (NASDAQ: STIM) (the “Company”) today announced the pricing of its previously announced underwritten public offering of its common stock, comprised of 18,750,000 shares of common stock at a public offering price of
The Company also granted the underwriters a 30-day option to purchase up to an additional 2,812,500 shares of common stock at the public offering price per share, less underwriting discounts and commissions. All of the shares in the offering are being sold by the Company. The Company intends to use a portion of the net proceeds from this offering to repay a portion of the outstanding term loan under the Company’s Credit Agreement and Guaranty, as amended, with Perceptive Credit Holdings IV, LP (the “Credit Facility”), and for general corporate purposes, including but not limited to sales and marketing, research and development activities, financing of potential acquisitions or establishment of healthcare practices, purchases of inventory, general and administrative matters, working capital and capital expenditures. The offering is expected to close on or about November 12, 2026, subject to the satisfaction of customary closing conditions.
As previously disclosed, on November 5, 2026, the Company entered into an Amendment No. 6 to the Credit Facility (the “Perceptive Sixth Amendment”), which amends the Credit Facility to, among other things, reduce certain revenue covenants, subject to certain conditions precedent, including, among other things, a prepayment of no less than
William Blair is acting as the lead bookrunning manager for the offering. BTIG and Canaccord Genuity are acting as additional bookrunners for the offering.
A shelf registration statement relating to the common stock being sold in this offering was previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 3, 2025, and was declared effective on July 18, 2025. The offering is being made only by means of a prospectus supplement and the accompanying prospectus that form part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering and accompanying prospectus has been filed with the SEC and is available on the SEC’s website located at http://www.sec.gov. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. When available, copies of the final prospectus supplement and accompanying prospectus can be obtained from William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, by telephone at (800) 621-0687, or by email at prospectus@williamblair.com. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About Neuronetics
Neuronetics, Inc. is a leader in interventional mental health, combining innovative treatment technologies with direct patient care. Through its NeuroStar Advanced Therapy System, the Company is a leading provider of transcranial magnetic stimulation (“TMS”) treatment and, through Greenbrook TMS Inc. (“Greenbrook”), operates one of the largest interventional psychiatry clinic networks in the United States, offering both TMS and SPRAVATO® therapies. NeuroStar Advanced Therapy is a non-drug, noninvasive treatment that can improve the quality of life for people suffering from neurohealth conditions when traditional medication has not helped. NeuroStar Advanced Therapy is the leading TMS treatment for major depressive disorder (“MDD”) in adults and is backed by what we believe is the largest clinical data set of any TMS treatment system for depression. Greenbrook treatment centers also offer SPRAVATO (esketamine) nasal spray, a prescription medicine indicated for the treatment of treatment-resistant depression (“TRD”) in adults as monotherapy or in conjunction with an oral antidepressant. It is also indicated for depressive symptoms in adults with MDD with acute suicidal ideation or behavior in conjunction with an oral antidepressant.1
The NeuroStar Advanced Therapy System is cleared by the U.S. Food and Drug Administration for adults with MDD, as an adjunct for adults with obsessive-compulsive disorder, to decrease anxiety symptoms in adult patients with MDD that may exhibit comorbid anxiety symptoms (anxious depression), and as a first line adjunct for the treatment of MDD in adolescent patients aged 15-21. For safety information and indications for use, visit NeuroStar.com.
Safe Harbor / Forward-Looking Statements
Certain statements in this press release include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and 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 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 “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. Forward-looking statements in this press release include, but are not limited to, statements regarding the filing of the final prospectus supplement and the accompanying prospectus relating to the offering, anticipated closing of the offering, the gross proceeds, the intended use of proceeds, including the prepayment of a portion of the outstanding term loan under the Credit Facility with Perceptive Credit Holdings IV, LP, the satisfaction of the conditions precedent to the effectiveness of the Perceptive Sixth Amendment, and the completion of the offering on the anticipated terms or at all. There can be no assurance that this offering will close or that the Company will receive the net proceeds therefrom. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those projected, including the anticipated timing of the offering, market conditions and satisfaction of customary closing conditions for the offering and our ability to satisfy the conditions precedent to the Perceptive Sixth Amendment on or before November 30, 2026. Other risks and uncertainties include, without limitation, risks and uncertainties related to: the effect of the transaction with Greenbrook on our business relationships; operating results and business generally; our ability to execute our business strategy; our ability to achieve or sustain profitable operations due to our history of losses; our reliance on the sale and usage of our NeuroStar Advanced Therapy System to generate revenues; the scale and efficacy of our salesforce; our ability to retain talent; availability of coverage and reimbursement from third-party payors for treatments using our products; physician and patient demand for treatments using our products and services; developments in respect of competing technologies and therapies for the indications that our products and services treat; product defects; our ability to obtain and maintain intellectual property protection for our technology; developments in clinical trials or regulatory review of the NeuroStar Advanced Therapy System for additional indications; developments in regulation in the U.S. and other applicable jurisdictions; potential effects of evolving and/or extensive government regulation; the terms of our credit facility; our self-sustainability; existing cash balance; our ability to achieve positive cash flows; and our ability to continue as a going concern. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this press release. For a discussion of these and other related risks, please refer to the Company’s recent filings with the U.S. Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov, including, without limitation, the factors described under the heading “Risk Factors” in Neuronetics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as may be updated or supplemented by subsequent reports that Neuronetics has filed or files with the SEC. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this press release. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events, or changes in the Company’s expectations.
Investor Contact:
Mark Klausner
ICR Healthcare
443-213-0499
ir@neuronetics.com
Media Contact:
EvolveMKD
646-517-4220
NeuroStar@evolvemkd.com
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