Neuronetics Announces Proposed Public Offering of Common Stock

Conditional relief from revenue covenants requires a prepayment of no less than $15,000,000, plus interest, fees and lender expenses.

Rhea-AI Summary

Neuronetics (NASDAQ: STIM) has commenced an underwritten public offering of common stock, with all shares to be sold by the company. Neuronetics intends to grant underwriters a 30-day option to purchase up to an additional 15% of the shares offered. Completion remains subject to market and other conditions.

A November 5, 2026 amendment to its Perceptive credit agreement conditionally reduces certain revenue covenants. Conditions include a prepayment of no less than $15,000,000, accrued but unpaid interest, an early prepayment fee, an amendment fee and lender costs and expenses. The amendment automatically terminates unless its conditions are satisfied or waived by November 30, 2026. Neuronetics anticipates that, if the conditions are satisfied, the reduced covenants will resolve the going concern risk referenced in its recent Form 10-Q filings.

3 points · 1 major

PositiveiHow this balance works

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.

How the balance worksHow Sentiment works

0 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Neuronetics anticipates resolving going concern risk through reduced revenue covenants if amendment conditions are satisfied.
• Moderate point. Forward-looking: it has not happened yet and may not happen.The proposed public offering would raise capital for Neuronetics, which is selling all offered shares.
• Moderate point. Forward-looking: it has not happened yet and may not happen.The credit amendment would reduce certain revenue covenants if its conditions are satisfied.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.New common shares in the proposed offering would dilute existing shareholders.
• Moderate pointAmendment conditions require no less than $15,000,000 in prepayment, plus accrued interest, fees and lender expenses. 8.9% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.The intended 30-day option for up to an additional 15% of offered shares would add dilution if exercised.
• Minor point. Forward-looking: it has not happened yet and may not happen.The amendment automatically terminates unless conditions are satisfied or waived by November 30, 2026.

News Explained

The offering could bring cash to Neuronetics while diluting existing holders, but the amount raised and resulting dilution remain unquantified until final terms are disclosed.

Neuronetics has commenced an underwritten public offering of common shares it will sell; if completed, the company receives the proceeds, while the additional shares would increase the share count and reduce existing holders’ ownership percentages.

An underwritten offering means an investment bank buys securities from the issuer for resale; underwriting fees reduce net proceeds below gross proceeds.

The release gives no offering size or price; final terms will be disclosed in a final prospectus supplement.

Argus 15 min delay 20 alerts

-9.95% vs previous close $1.81 last price 1.5x rel. volume Open Argus

Details

Market move: STIM -9.95% vs previous close. proposed public offering

$1.80 – $2.31 Day Range

$140.69M Mkt Cap at Last Price

On Nov 10, the day this news came out, the latest delayed price for STIM is 9.95% below the previous close. Our momentum scanner has recorded 20 alerts for this stock so far that day. The latest delayed price is $1.81.

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Key Figures

Underwriters' option: 30 days; up to 15% additional shares Minimum prepayment: No less than $15,000,000 Amendment conditions deadline: November 30, 2026

Underwriters' option

30 days; up to 15% additional shares

Proposed common stock offering; additional shares at the public offering price, less the underwriting discount

Minimum prepayment

No less than $15,000,000

Condition to the Perceptive Sixth Amendment, plus interest, fees, and lender costs

Amendment conditions deadline

November 30, 2026

The Perceptive Sixth Amendment automatically terminates if conditions are not satisfied or waived by this date

Key Terms

underwriting discount, revenue covenants, going concern risk, shelf registration statement, +1 more

5 terms

underwriting discount financial

"at the public offering price, less the underwriting discount"

The underwriting discount is the fee that investment banks or broker-dealers keep when they buy securities from an issuer and resell them to the public; it’s the difference between the price paid to the company and the public offering price, shown per share or as a percentage. It matters to investors because it reduces the cash the company actually raises and is a cost built into the deal—like a sales commission—so a larger discount can mean higher issuance costs, tighter returns for new investors, and a signal about how much effort underwriters must expend to sell the offering.

revenue covenants financial

"reduce certain revenue covenants, subject to certain conditions precedent"

Revenue covenants are rules in loan or bond contracts that require a company to produce a minimum level of income or keep revenue within specified ranges over a set period. They matter to investors because missing those income targets can trigger penalties—higher interest, forced repayment, or limits on dividends and spending—like a speed limit that, if broken, leads to fines and restrictions that can weaken a company’s value and financial flexibility.

going concern risk financial

"will resolve the going concern risk referenced in the Company’s recent Form 10-Q filings"

The chance that a company may not be able to continue operating and meet its obligations for the foreseeable future, typically assessed as at least the next 12 months from the financial reporting date. Auditors evaluate management’s plans and company forecasts for signs of this risk; if reasonable doubt exists, accounting standards require disclosure (and sometimes an auditor’s emphasis or qualified opinion), because it can affect how assets and liabilities are reported and whether restructuring or liquidation measures may be needed.

shelf registration statement regulatory

"pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"a shelf registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MALVERN, Pa., Nov. 10, 2026 (GLOBE NEWSWIRE) -- Neuronetics, Inc. (NASDAQ: STIM) (the “Company” or “Neuronetics”), a leader in interventional mental health and provider of NeuroStar® TMS technology and direct patient care through the Greenbrook network of interventional psychiatry clinics, today announced that it has commenced an underwritten public offering of shares of its common stock. All of the shares of common stock in the proposed offering will be sold by Neuronetics. In addition, Neuronetics intends to grant the underwriters of the offering a 30-day option to purchase up to an additional 15% of the shares of common stock offered in the offering at the public offering price, less the underwriting discount. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering.

William Blair is acting as the lead bookrunning manager for the offering. BTIG and Canaccord Genuity are acting as additional bookrunners for the offering.

Perceptive Credit Amendment

As previously disclosed, on July 25, 2024, the Company entered into a Credit Agreement and Guaranty (as amended, the “Existing Credit Agreement”) with Perceptive Credit Holdings IV, LP (“Perceptive”), as administrative agent and a lender, and the other lenders party thereto. On November 5, 2026, the Company entered into Amendment No. 6 to Credit Agreement and Guaranty by and between the Company, as borrower, and Perceptive (the “Perceptive Sixth Amendment,” and the Existing Credit Agreement, as amended by the Perceptive Sixth Amendment, the “Perceptive Facility”). The Perceptive Sixth Amendment amends the Existing Credit Agreement to, among other things, reduce certain revenue covenants, subject to certain conditions precedent, including, among other things, a prepayment of no less than $15,000,000, together with accrued but unpaid interest and the applicable early prepayment fee, plus the applicable amendment fee and payment of the lender parties’ other costs and expenses. If such conditions are not satisfied or waived on or before November 30, 2026, the Perceptive Sixth Amendment will automatically terminate. The Company anticipates that, if the conditions precedent in the Perceptive Sixth Amendment are satisfied, the reduction of those revenue covenants will resolve the going concern risk referenced in the Company’s recent Form 10-Q filings.

The shares are being offered by Neuronetics pursuant to a shelf registration statement on Form S-3 (Registration No. 333-288526) that was filed with the Securities and Exchange Commission (the “SEC”) on July 3, 2025 and declared effective by the SEC on July 18, 2025. The offering will be made only by means of a prospectus supplement and accompanying prospectus that form part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to, and describing the terms of, the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. A copy of the preliminary prospectus supplement and the accompanying prospectus relating to this offering, when available, may be obtained by contacting: 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 shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or 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, 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 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, the intended use of proceeds, including the prepayment of a portion of the outstanding term loans under the Perceptive Facility, the satisfaction of the conditions precedent to the effectiveness of the Perceptive Sixth Amendment, the filing of the preliminary prospectus supplement and the accompanying prospectus relating to the offering 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 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, 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

References
¹ The effectiveness of SPRAVATO® in preventing suicide or in reducing suicidal ideation or behavior has not been demonstrated. Use of SPRAVATO® does not preclude the need for hospitalization if clinically warranted, even if patients experience improvement after an initial dose of SPRAVATO®. For more important safety information about SPRAVATO®, please visit spravatohcp.com.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What common stock offering has Neuronetics (STIM) proposed?

Neuronetics has commenced an underwritten public offering of common stock, with all offered shares sold by the company. It intends to grant underwriters a 30-day option to purchase up to an additional 15% of the shares offered. Completion is subject to market and other conditions.

What must Neuronetics do to obtain its Perceptive revenue covenant relief?

The amendment requires a prepayment of no less than $15,000,000, accrued but unpaid interest, the applicable early prepayment fee, an amendment fee and lender costs and expenses, among other conditions. It automatically terminates if conditions are not satisfied or waived on or before November 30, 2026.

Who is managing the Neuronetics (STIM) public offering?

William Blair is the lead bookrunning manager for the offering. BTIG and Canaccord Genuity are additional bookrunners.