Debt covenants and going concern warning weigh on Neuronetics (NASDAQ: STIM)
Rhea-AI Filing Summary
Neuronetics, Inc. reports Q1 2026 results and warns of substantial doubt about its ability to continue as a going concern because it currently projects breaching a March 31, 2027 revenue covenant on its Perceptive credit facility. Q1 revenue rose to $34.5 million, up from $32.0 million, driven mainly by a 15% increase in U.S. clinic revenue to $21.5 million. Treatment session revenue declined modestly to $9.1 million, while U.S. system revenue increased to $3.2 million on 35 systems sold. Gross margin slipped to 46.9% from 49.2%, reflecting mix within clinic revenue. Net loss narrowed to $10.8 million from $12.7 million, and operating cash outflow improved to $9.4 million. As of March 31, 2026, the company held $13.2 million in cash and cash equivalents and had $65.0 million outstanding under its Perceptive Facility, maturing in July 2029. Management is pursuing operational initiatives and has an at-the-market equity program with $41.7 million of capacity remaining, but notes these do not fully mitigate the covenant risk.
Positive
- None.
Negative
- None.
Insights
Leverage, covenant risk and going concern warning dominate this quarter.
Neuronetics generated Q1 2026 revenue of $34.5M, up 8% year over year, with clinic services providing most of the growth. The business still lost $10.8M and used $9.4M in operating cash, so it remains dependent on external funding and debt capacity.
The company has $65.0M outstanding under its Perceptive Facility, due in July 2029. It amended covenants multiple times, most recently on March 12, 2026, and prepaid $5.0M, incurring a loss on extinguishment of debt of $0.5M. Management now projects trailing twelve‑month revenue for the period ending March 31, 2027 below the required minimum, which could allow lenders to call the facility.
The filing explicitly states that this risk creates “substantial doubt” about the company’s ability to continue as a going concern. Liquidity consists of $13.2M in cash and access to an ATM equity program with $41.7M remaining. Actual impact on the capital structure will depend on future revenue performance, lender negotiations, and potential use of the ATM program disclosed for the period ending March 31, 2026.
Key Figures
Key Terms
going concern financial
ATM Program financial
Perceptive Facility financial
Employee Retention Credit financial
variable interest entity financial
sales-type leases financial
Earnings Snapshot
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended |
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ |
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) | |
(Address of principal executive offices) | (Zip Code) |
( | |
(Registrant’s telephone number, including area code) |
Not applicable.
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading | | Name on each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
There were
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NEURONETICS, INC.
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026
Table of Contents
Page | ||
PART I – FINANCIAL INFORMATION | ||
Item 1. | Financial Statements. | 3 |
Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 | 3 | |
Consolidated Statements of Operations for the Three Months ended March 31, 2026 and 2025 | 4 | |
Consolidated Statements of Changes in Equity for the Three Months ended March 31, 2026 and 2025 | 5 | |
Consolidated Statements of Cash Flows for the Three Months ended March 31, 2026 and 2025 | 6 | |
Notes to Interim Consolidated Financial Statements | 7 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 27 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 36 |
Item 4. | Controls and Procedures. | 37 |
PART II – OTHER INFORMATION | ||
Item 1. | Legal Proceedings. | 38 |
Item 1A. | Risk Factors. | 38 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 39 |
Item 3. | Defaults Upon Senior Securities. | 39 |
Item 4. | Mine Safety Disclosures. | 39 |
Item 5. | Other Information. | 40 |
Item 6. | Exhibits. | 40 |
SIGNATURES | 43 | |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
NEURONETICS, INC.
Consolidated Balance Sheets
(Unaudited; In thousands, except per share data)
March 31, | December 31, | |||||
| 2026 | | 2025 | |||
Assets |
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Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Restricted cash and cash equivalents | | | ||||
Accounts receivable, net of allowance for credit losses of $ |
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Inventory |
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Current portion of net investments in sales-type leases |
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Current portion of prepaid commission expense |
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Current portion of notes receivable | | | ||||
Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Goodwill | | | ||||
Intangible assets, net | | | ||||
Operating lease right-of-use assets |
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Net investments in sales-type leases |
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Prepaid commission expense |
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Long-term notes receivable | |
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Other assets |
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Total assets | $ | | $ | | ||
Liabilities and Equity |
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Current liabilities: |
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Accounts payable | $ | | $ | | ||
Accrued expenses |
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Current portion of deferred revenue |
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Deferred and contingent consideration | | | ||||
Other payables | | | ||||
Current portion of operating lease liabilities |
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Total current liabilities |
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Long-term debt, net |
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Other long term liabilities | | — | ||||
Deferred revenue |
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Operating lease liabilities |
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Total liabilities |
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Commitments and contingencies (Note 18) |
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Equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total Stockholders' equity |
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Non-controlling interest | | | ||||
Total equity | | | ||||
Total liabilities and equity | $ | | $ | | ||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
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NEURONETICS, INC.
Consolidated Statements of Operations
(Unaudited; In thousands, except per share data)
Three Months Ended | ||||||
March 31, | ||||||
2026 | 2025 | |||||
Revenues | | | ||||
Products and other | $ | | $ | | ||
Services | | | ||||
Total revenue | | | ||||
Cost of revenues |
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Products and other | | | ||||
Services | | | ||||
Total cost of revenues | | | ||||
Gross profit |
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Operating expenses: |
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Sales and marketing |
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General and administrative |
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Research and development |
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Total operating expenses |
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Loss from operations |
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Other (income) expense: |
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Interest expense |
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Loss on extinguishment of debt | | — | ||||
Other income, net |
| ( |
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Net loss | $ | ( | $ | ( | ||
Less: Net gain (loss) attributable to non-controlling interest | | ( | ||||
Net loss attributable to Neuronetics stockholders’ | $ | ( | $ | ( | ||
Net loss per share of common stock outstanding, basic and diluted attributable to Neuronetics stockholders | $ | ( | $ | ( | ||
Weighted average common shares outstanding, basic and diluted |
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The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
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NEURONETICS, INC.
Consolidated Statements of Changes in Equity
(Unaudited; In thousands)
| | | | Additional | | | | | | ||||||||
Common Stock | Paid-in | Accumulated | Noncontrolling | Total | |||||||||||||
| Shares | | Amount | | Capital | | Deficit | | Interest | | Equity | ||||||
Balance at December 31, 2024 |
| | $ | | $ | | $ | ( | $ | | $ | | |||||
Share-based awards and option exercises |
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| ( |
| — |
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Issuance of common stock, net of issuance costs of $ | | | | — | — | | |||||||||||
Share-based compensation expense |
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Net loss |
| — |
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| — |
| ( |
| ( |
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Balance at March 31, 2025 |
| | $ | | $ | | $ | ( | $ | | $ | | |||||
Balance at December 31, 2025 |
| | $ | | $ | | $ | ( | $ | | $ | | |||||
Share-based awards and option exercises |
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| ( |
| — |
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Share-based compensation expense |
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Net income (loss) |
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| ( |
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Distribution to non-controlling interest | — | — | — | — | ( | ( | |||||||||||
Balance at March 31, 2026 |
| | $ | | $ | | $ | ( | $ | | $ | | |||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
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NEURONETICS, INC.
Consolidated Statements of Cash Flows
(Unaudited; In thousands)
Three Months Ended March 31, | ||||||
2026 | 2025 | |||||
Cash flows from operating activities: | | | | | ||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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Allowance for credit losses | ( | — | ||||
Inventory impairment | ( | | ||||
Share-based compensation |
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Non-cash interest expense |
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Loss on extinguishment of debt | | — | ||||
Loss on disposal of property and equipment | | — | ||||
Changes in certain assets and liabilities: |
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Accounts receivable, net |
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| ( | ||
Inventory |
| ( |
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Net investments in sales-type leases |
| ( |
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Prepaid commission expense |
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Prepaid expenses and other assets |
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Accounts payable |
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Accrued expenses |
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Other liabilities | | ( | ||||
Deferred revenue |
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Net cash used in operating activities |
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Cash flows from investing activities: |
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Purchases of property and equipment and capitalized software |
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Proceeds from the sale of property and equipment | | — | ||||
Net cash used in investing activities |
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Cash flows from financing activities: |
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Repayment of deferred and contingent consideration | ( | — | ||||
Repayment of long-term debt | ( | — | ||||
Payment for debt extinguishment cost | ( | — | ||||
Proceeds from the issuance of common stock | — | | ||||
Payments of common stock offering issuance costs | — | ( | ||||
Distribution to non-controlling interest | ( | — | ||||
Proceeds from exercises of stock options |
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Net cash (used in) provided by financing activities |
| ( |
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Net increase (decrease) in Cash, Cash equivalents and Restricted cash |
| ( |
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Cash and cash equivalents and restricted cash and cash equivalents, beginning of period |
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Cash and cash equivalents and restricted cash and cash equivalents, end of period | $ | | $ | | ||
Reconciliation of cash and cash equivalents and restricted cash and cash equivalents to the consolidated balance sheet: | ||||||
Cash and cash equivalents | | | ||||
Restricted cash and cash equivalents | | | ||||
Total cash and cash equivalents and restricted cash and cash equivalents | $ | | $ | | ||
Supplemental disclosure of cash flow information: |
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Cash paid for interest | $ | | $ | | ||
Transfer of inventory to property and equipment | $ | | $ | — | ||
Supplemental disclosure of non-cash investing and financing activities: | | |||||
Purchases of property and equipment and capitalized software in accounts payable and accrued expenses | $ | — | $ | | ||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
1. DESCRIPTION OF BUSINESS
Neuronetics, Inc. (the “Company,” “Neuronetics,” “we,” and similar words) believes that mental health is as important as physical health. The Company’s first commercial product, the NeuroStar Advanced Therapy System (the “System”), is a non-invasive and non-systemic office-based treatment that uses transcranial magnetic stimulation (“TMS”) to create a pulsed, MRI-strength magnetic field that induces electrical currents designed to stimulate specific areas of the brain associated with mood. The System is cleared by the U.S. Food and Drug Administration (the “FDA”) to treat adult patients with major depressive disorder (“MDD”) who have failed to achieve satisfactory improvement from prior antidepressant medication in the current MDD episode. It is also cleared by the FDA as an adjunct for adults with obsessive-compulsive disorder (“OCD”) and for adolescent patients aged 15-21 with MDD. It is also cleared by the FDA to decrease anxiety symptoms in adult patients with MDD that may exhibit comorbid anxiety symptoms (anxious depression). In addition to selling the System and associated treatment sessions to customers, the Company operates Greenbrook TMS Inc. (“Greenbrook”) treatment centers (“Treatment Centers”) across the U.S., offering TMS treatment using the Systems. The Company acquired Greenbrook, a provider of mental healthcare services, pursuant to an Arrangement Agreement effective as of December 9, 2024 (the “Arrangement”). The System is safe, clinically effective, reproducible and precise, and the Company believes it is supported by the largest clinical data set of any competing TMS system. Treatment Centers also obtain SPRAVATO® to treat adults with treatment-resistant depression or depressive symptoms in adults suffering from MDD with acute suicidal ideation or behavior.
The Company’s shares trade on the Nasdaq Global Market under the ticker “STIM.”
Liquidity and Going concern
As of March 31, 2026, the Company had cash and cash equivalents of $
On February 10, 2025, the Company completed a secondary public offering of its common stock in which the Company issued and sold
On July 3, 2025, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Canaccord Genuity LLC, pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
During the year ended December 31, 2025, the Company sold an aggregate of
As of March 31, 2026, the Company had approximately $
The Company is subject to certain financial covenants under its credit facility, including a liquidity and trailing twelve-month minimum revenue covenants. On March 12, 2026, the Company amended the terms of its credit arrangement to modify the required quarterly revenue covenants through December 31, 2026 and the liquidity covenants through September 30, 2027. As of March 31, 2026 the Company was in compliance with the financial covenants in accordance with this agreement.
The Company currently projects trailing twelve-month revenue for the period ended March 31, 2027 to be below the minimum required revenue for that period as stated in the credit facility agreement. Should the Company not be able to meet its March 31, 2027 minimum revenue covenant, the lender may at that time and at its discretion, call the credit facility. Should the lender call the facility, the Company is not projected to have the liquidity required to meet its requirement to pay off the loan. Therefore, substantial doubt exists about the Company’s ability to continue as a going concern.
The Company remains actively engaged in ongoing collaborative and constructive discussions with its lender. Additional actions within the Company's control to meet its minimum revenue covenant include improvements to its revenue cycle management, introducing new treatment options at its clinic locations and pursuing new strategies within its medical device business to accelerate sales growth and optimize its product mix. The Company’s ability to meet its liquidity needs, including meeting future revenue and liquidity covenants, is dependent on growth in existing and acquired product and service lines and the realization of synergies related to its acquisition of Greenbrook. However, at this time, these actions do not fully mitigate the risk related to compliance with the revenue covenant for the March 31, 2027 period. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
2. BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) promulgated by the Financial Accounting Standards Board (the “FASB”).
Basis of Consolidation
The consolidated financial statements of the Company are presented in U.S. dollars and include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (“VIE”) or voting interest model (“VOE”). The Company is required to first apply the VIE model to determine whether it holds a variable interest in an entity, and if so, whether the entity is a VIE. ASC Topic 810, Consolidation ("Topic 810") defines the criteria for determining the existence of VIEs and provides guidance for consolidation.
An entity is considered to be a VIE if (i) the entity does not have enough equity to finance its own activities without additional support, (ii) the entity's at-risk equity holders lack the characteristics of a controlling financial interest, or (iii) the entity is structured with non-substantive voting rights. The primary beneficiary of a
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
VIE is the party that has the power to direct the activities that most significantly impact the performance of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. A VIE can have only one primary beneficiary but may not have a primary beneficiary if no party meets the criteria described above.
If the Company determines it does not hold a variable interest in a VIE, the Company applies the VOE model. To the extent the entity does not meet the definition of a VIE, Topic 810 guidance for voting interest entities is applied. The usual condition for a controlling financial interest, and therefore consolidation by the Company, is ownership of a majority voting interest of a corporation or a majority of kick-out rights for a limited partnership. The Company has determined that all its subsidiaries are VOEs primarily because it holds a majority voting interest in the entities.
Interim Consolidated Financial Statements
The accompanying unaudited interim consolidated financial statements have been prepared from the books and records of the Company in accordance with U.S. GAAP for interim financial information and Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), which permit reduced disclosures for interim periods. All adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the accompanying consolidated balance sheets and consolidated statements of operations and stockholders’ equity and consolidated cash flows have been made. Although these interim consolidated financial statements do not include all of the information and footnotes required for complete annual consolidated financial statements, management believes the disclosures are adequate to make the information presented not misleading. Unaudited interim consolidated statements of operations and interim consolidated statement of cash flows for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full year. Unaudited interim consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2026, wherein a more complete discussion of significant accounting policies and certain other information can be found.
Reclassifications
Certain prior period amounts have been reclassified for comparative purposes.
Currency Risk
Currency risk is the risk to the Company’s earnings that arises from fluctuations in foreign exchange rates and the degree of volatility of those rates. The Company has minimal exposure to currency risk as substantially all of the Company’s revenue, expenses, assets and liabilities are denominated in U.S. dollars. The Company pays certain vendors and payroll costs in Canadian dollars from time to time, but due to the limited size and nature of these payments, it does not give rise to significant currency risk.
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP and the rules and regulations of the SEC requires the use of estimates and assumptions, based on judgments considered reasonable, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Although management believes its estimates and assumptions
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
are reasonable when made, they are based upon information available at the time they are made. Management evaluates the estimates and assumptions on an ongoing basis and, if necessary, makes adjustments. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions, and given the subjective element of the estimates and assumptions made, actual results may differ materially from estimated results.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s complete summary of significant accounting policies can be found in “Summary of Significant Accounting Policies” in the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2026.
4. RECENT ACCOUNTING PRONOUNCEMENTS
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public business entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. ASU 2023-09 was adopted in the annual period ended December 31, 2025 using the retrospective method. Accordingly, we have expanded our consolidated financial statement disclosures to comply with the guidance.
In November 2024, the FASB issued ASU 2024-03, Income Statements–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires enhanced disclosure of income statement expense categories to improve transparency and provide financial statement users with more detailed information about the nature, amount, and timing of expenses impacting financial performance. ASU 2024-03 is effective for the Company for the annual reporting period beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The amendments in ASU 2024-03 may be adopted either on a prospective basis to financial statements issued for reporting periods after the effective date or on a retrospective basis to all periods presented. The Company is currently evaluating the impact of the adoption of ASU 2024-03 on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. The guidance provides a practical expedient that an entity may assume that conditions as of the balance sheet date remain unchanged over the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from revenue transactions from contracts with customers. The guidance is effective in the first quarter of 2026 with early adoption permitted, to be applied on a prospective basis. The Company adopted this guidance in the first quarter of 2026. The adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software Targeted Improvements to the Accounting for Internal-Use Software. The amendments modify the accounting for internal-use software development costs by replacing the existing project stage framework with a principles-based model for determining when capitalization of development costs should begin. The guidance is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this guidance will have on its consolidated financial statements.
Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a material impact, or potential material impact, to our unaudited interim consolidated financial statements.
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
5. INTANGIBLE ASSETS
Intangible assets consist of the following as of March 31, 2026 and December 31, 2025 (in thousands):
| As of March 31, 2026 | ||||||||||||
Useful Life | Gross Value | Accumulated Amortization | Net Carrying Value | Weighted Average Remaining Useful Life | |||||||||
Management services agreements | $ | $ | ( | $ | | ||||||||
Trade name | ( | | |||||||||||
$ | $ | ( | $ | ||||||||||
| As of December 31, 2025 | ||||||||||||
Useful Life | Gross Value | Accumulated Amortization | Net Carrying Value | Weighted Average Remaining Useful Life | |||||||||
Management services agreements | $ | $ | ( | $ | | ||||||||
Trade name | ( | | |||||||||||
$ | $ | ( | $ | ||||||||||
Amortization expense for intangible assets was $
Amortization expense over the remaining life of the intangible assets will be recognized as follows (in thousands):
Year | | Amortization expense | |
Remainder of 2026 | $ | ||
2027 | |||
2028 | |||
2029 | |||
2030 | |||
Thereafter | |||
$ |
6. FAIR VALUE MEASUREMENT AND FINANCIAL INSTRUMENTS
The carrying values of cash equivalents, accounts receivable, prepaids and other current assets, and accounts payable on the Company’s balance sheets approximated their fair values as of March 31, 2026 and December 31, 2025 due to their short-term nature. The carrying values of the Perceptive Facility (as defined below) approximated its fair value as of March 31, 2026 and December 31, 2025 due to its variable interest rate. The carrying value of the Company’s notes receivable approximated its fair value as of March 31, 2026 and December 31, 2025 due to its variable interest rate.
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
Certain of the Company’s financial instruments are measured at fair value using a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
Level 1: | Inputs are quoted prices for identical instruments in active markets. |
Level 2: | Inputs are quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; or model-derived valuations whose inputs are observable or whose significant value drivers are observable. |
Level 3: | Inputs are unobservable and reflect the Company’s own assumptions, based on the best information available, including the Company’s own data. |
The following tables set forth the carrying amounts and fair values of the Company’s financial instruments as of March 31, 2026 and December 31, 2025 (in thousands):
| March 31, 2026 | ||||||||||||||
Fair Value Measurement Based on | |||||||||||||||
Quoted | Significant | ||||||||||||||
Prices In | Other | Significant | |||||||||||||
Active | Observable | Unobservable | |||||||||||||
Carrying | Markets | Inputs | Inputs | ||||||||||||
| Amount | | Fair Value | | (Level 1) | | (Level 2) | | (Level 3) | ||||||
Money market funds (cash equivalents) | $ | | $ | | $ | | $ | — | $ | — | |||||
Money market funds (restricted cash and cash equivalents) | $ | | $ | | $ | | $ | — | $ | — | |||||
| December 31, 2025 | ||||||||||||||
Fair Value Measurement Based on | |||||||||||||||
Quoted | Significant | ||||||||||||||
Prices In | Other | Significant | |||||||||||||
Active | Observable | Unobservable | |||||||||||||
Carrying | Markets | Inputs | Inputs | ||||||||||||
Amount | Fair Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||
| | | | | | | | | | ||||||
Money market funds (cash equivalents) | $ | | $ | | $ | | $ | — | $ | — | |||||
Money market funds (restricted cash and cash equivalents) | $ | $ | | $ | | $ | — | $ | — | ||||||
7. ACCOUNTS RECEIVABLE
The following table presents the composition of accounts receivable, net, as of March 31, 2026 and December 31, 2025 (in thousands):
March 31, | December 31, | ||||||
| 2026 | | 2025 | ||||
Gross accounts receivable - trade | $ | | $ | | |||
Less: Allowances for credit losses |
| ( |
| ( | |||
Accounts receivable, net | $ | | $ | | |||
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
The following table presents a roll forward of the allowance for credit losses related to accounts receivable and notes receivable (in thousands):
Balance at | Bad Debt | Write-offs of | Balance at | |||||||
Beginning of | Expense | Uncollectible | End of | |||||||
| Period | | Reversed | | Balances | | Period | |||
Three months ended March 31, 2025 | $ | ( |
| — |
| | $ | ( | ||
Three months ended March 31, 2026 | $ | ( |
| |
| ( | $ | ( | ||
8. INVENTORY
Inventory is stated at the lower of cost and net realizable value, with cost being determined on a first in, first out basis. The Company’s inventory is primarily comprised of finished goods and work-in-process.
9. PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE
The following table presents the composition of property and equipment, net, as of March 31, 2026 and December 31, 2025 (in thousands):
March 31, | December 31, | ||||||
| 2026 | | 2025 | ||||
Laboratory equipment | $ | | $ | | |||
Office equipment |
| |
| | |||
Auto | — | | |||||
Computer equipment and software |
| |
| | |||
Manufacturing equipment |
| |
| | |||
Clinical equipment | | | |||||
Leasehold improvements |
| |
| | |||
TMS devices | | | |||||
Rental equipment |
| |
| | |||
Property and equipment, gross |
| |
| | |||
Less: Accumulated depreciation |
| ( |
| ( | |||
Property and equipment, net | $ | | $ | | |||
As of March 31, 2026 and December 31, 2025, the Company had capitalized software costs, net, of $
The Company disposed of $
Depreciation and amortization expense related to property and equipment and capitalized software costs was $
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
10. LEASES
Lessee:
The Company has operating leases for its corporate headquarters, Treatment Centers, a training facility, and office equipment. The corporate headquarters is located in Malvern, Pennsylvania, where the Company leases an approximately
In 2025, the Company executed a lease modification for its Malvern, Pennsylvania facility, extending the lease term through for
The Company leases an approximately
The Company has lease agreements related to its Treatment Centers. These lease agreements range from month-to-month to six years in length.
Operating lease rent expense was $
The following table presents the supplemental cash flow information as a lessee related to leases (in thousands):
| Three Months Ended | ||||||
March 31, 2026 | | March 31, 2025 | |||||
Cash paid for amounts included in the measurement of lease liabilities: |
| |
| | |||
Operating cash flows from operating leases | $ | | $ | | |||
The following table sets forth by year the required future payments of operating lease liabilities as of March 31, 2026 (in thousands):
| ||||
Amount | ||||
Remainder of 2026 | $ | | ||
2027 | | |||
2028 |
| | ||
2029 |
| | ||
2030 | | |||
Thereafter |
| | ||
Total lease payments |
| | ||
Less imputed interest |
| ( | ||
Present value of operating lease liabilities | $ | | ||
Lessor sales-type leases:
Certain customers have purchased the Systems on a rent-to-own basis. The lease term is to
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
The following table sets forth a maturity analysis of the undiscounted lease receivables related to sales-type leases (in thousands):
| March 31, 2026 | |||
Remainder of 2026 | $ | | ||
2027 | | |||
Total sales-type lease receivables | $ | | ||
As of March 31, 2026 and December 31, 2025, the carrying amount of the lease receivables was $
Lessor operating leases:
The Systems leased to customers subsequent to January 1, 2019 for which collection is not probable are accounted for as operating leases. For the three months ended March 31, 2026 and 2025, the Company recognized operating lease income of $
The Company maintained rental equipment, net, of $
11. PREPAID COMMISSION EXPENSE
The Company pays a commission on both System sales and treatment session sales. Since the commission paid for the System sales is not commensurate with the commission paid for treatment sessions, the Company capitalizes commission expense associated with the System commissions paid that is incremental to specifically anticipated future treatment session orders. In developing this estimate, the Company considered its historical treatment session sales and customer retention rates, as well as technology development life cycles and other industry factors. These costs are periodically reviewed for impairment.
The System commissions are deferred and amortized on a straight-line basis over a
On the Company’s consolidated balance sheets, the current portion of capitalized contract costs is presented in current portion of prepaid commission expense, while the long-term portion is included in prepaid commission expense. Amortization expense was $
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
12. ACCRUED EXPENSES
The following table presents the composition of accrued expenses as of March 31, 2026 and December 31, 2025 (in thousands):
| March 31, | | December 31, | |||
2026 | 2025 | |||||
Compensation and related benefits | $ | | $ | | ||
Consulting and professional fees |
| |
| | ||
Research and development expenses |
| |
| | ||
Sales and marketing expenses | | | ||||
Warranty |
| |
| | ||
Sales and other taxes payable |
| |
| | ||
Other |
| |
| | ||
Accrued expenses | $ | | $ | | ||
13. REVENUE AND DEFERRED REVENUE
Contract terms typically require payment upon shipment or installation of the System and additional payments as access codes for treatment sessions are delivered, which can span several years after the System is first delivered and installed. The timing of revenue recognition compared to billings and cash collections typically results in accounts receivable. However, sometimes customer advances and deposits may be required for certain customers and are recorded as contract liabilities (deferred revenue). For multi-year agreements, the Company generally invoices customers annually at the beginning of each annual coverage period and recognizes revenue over the term of the coverage period.
As of March 31, 2026, the Company expects to recognize approximately the following percentages of deferred revenue by year:
| | Revenue |
|
Year: | Recognition |
| |
| % | ||
| | % | |
| — | % | |
| | % | |
Total |
| | % |
Revenue recognized for the three months ended March 31, 2026 and 2025 that was included in the contract liability balance at the beginning of the year was $
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
Geographical information
The following geographic data includes revenue generated from the Company’s third-party distributors. The Company’s revenue was generated in the following geographic regions and by product line and service for the periods indicated:
Revenues by Geography |
| ||||||||||
Three Months Ended March 31, |
| ||||||||||
2026 | 2025 |
| |||||||||
% of | % of |
| |||||||||
Amount | Revenues | Amount | Revenues |
| |||||||
(in thousands, except percentages) | |||||||||||
U.S. | | $ | | | | % | $ | | | | % |
International |
| |
| | % |
| |
| | % | |
Total revenues | $ | |
| | % | $ | |
| | % | |
U.S. Revenues by Product Category |
| ||||||||||
Three Months Ended March 31, |
| ||||||||||
2026 | 2025 |
| |||||||||
% of | % of |
| |||||||||
| Amount | | Revenues | | Amount | | Revenues |
| |||
| (in thousands, except percentages) | ||||||||||
NeuroStar Advanced Therapy System | $ | | | % | $ | | | % | |||
Treatment sessions |
| |
| | % |
| |
| | % | |
Clinic revenue | | | % | | | % | |||||
Other |
| |
| | % |
| |
| | % | |
Total U.S. revenues | $ | |
| | % | $ | |
| | % | |
International Revenues by Product Category |
| ||||||||||
Three Months Ended March 31, |
| ||||||||||
2026 | 2025 |
| |||||||||
% of | % of |
| |||||||||
| Amount | | Revenues | | Amount | | Revenues |
| |||
| (in thousands, except percentages) | ||||||||||
NeuroStar Advanced Therapy System | $ | |
| | % | $ | |
| | % | |
Treatment sessions |
| |
| | % |
| |
| | % | |
Other |
| |
| | % |
| |
| | % | |
Total international revenues | $ | |
| | % | $ | |
| | % | |
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
14. DEBT
The following table presents the composition of debt as of March 31, 2026 and December 31, 2025 (in thousands):
March 31, | December 31, | ||||||
| 2026 | | 2025 | ||||
Outstanding principal | $ | | $ | | |||
Less debt discounts |
| ( |
| ( | |||
Total debt, net |
| |
| | |||
Less current portion |
| — |
| — | |||
Long-term debt, net | $ | | $ | | |||
For the three months ended March 31, 2026, the Company recognized interest expense of $
Perceptive Credit Facility
On July 25, 2024, the Company entered into a Credit Agreement and Guaranty with Perceptive Credit Holding IV, LP (“Perceptive”) as collateral agent and other lenders defined in the agreement (the “Perceptive Facility”) which was used to partially repay the Company’s previous $
The Perceptive Facility permits the Company to borrow up to an aggregate amount of $
Each of the Tranche 1 Loan, the Tranche 2 Loan and the Tranche 3 Loan accrues interest from the date of borrowing through the date of repayment at a floating per annum rate of interest equal to the sum of
If the Company prepays Tranche 1 Loan, the Tranche 2 Loan, or the Tranche 3 Loan prior to the maturity date, the Company will also be required to pay prepayment fees to Perceptive equal to
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
The Company’s obligations under the Perceptive Facility are secured by a first priority security interest in substantially all of the Company’s assets, including its intellectual property. The Perceptive Facility requires the Company to comply with a quarterly minimum trailing revenue covenant commencing March 2025 and a minimum liquidity covenant as well as affirmative and negative covenants.
The Perceptive Facility contains events of default, including, without limitation, events of default upon: (i) failure to make payment pursuant to the terms of the agreement; (ii) violation of covenants; (iii) material adverse changes to the Company’s business; (iv) insolvency; (v) material cross-defaults; (vi) significant judgments, orders, or decrees for payments by the Company; (vii) incorrectness of representations and warranties; (viii) significant adverse events related to the Employee Retirement Income Security Act of 1974; (ix) failure by the Company to be registered with the SEC in good standing; or (x) failure by the Company to maintain a valid and perfected lien on the collateral securing the borrowing.
As consideration for the Perceptive Facility, the Company agreed to issue to Perceptive warrants to purchase up to
Effective as of December 9, 2024, the Company amended the Perceptive Facility and borrowed against the Tranche 3 Loan in a principal amount of $
The Company calculated the issuance date fair value of the warrants using the Black-Scholes option pricing model, which resulted in a fair value of $
On March 26, 2025, the Company entered into Amendment No. 2 to Credit Agreement and Guaranty by and between the Company, as the borrower, and Perceptive, in its capacities as administrative agent for the lenders and the majority lender, in which the parties agreed to revise the net revenue covenant to align with the Company’s pre-existing operating plan for the first quarter of 2025.
On August 1, 2025, the Company entered into Amendment No. 3 to Credit Agreement and Guaranty (the “Perceptive Third Amendment”). Pursuant to the Perceptive Third Amendment, the Company borrowed $
On January 15, 2026, the Company entered into Amendment No. 4 to Credit Agreement and Guaranty (the “Perceptive Fourth Amendment”). The Perceptive Fourth Amendment amended the Perceptive Facility to modify the requirements of subsidiaries joining as an obligor and subsidiary guarantor thereunder.
On March 12, 2026, the Company entered into Amendment No. 5 to the Credit Agreement and Guaranty (the “Perceptive Fifth Amendment”). Under the Perceptive Fifth Amendment, Neuronetics made a one-time principal payment of $
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
covenants. In connection with the amendment, the Company incurred a prepayment penalty of $
As of March 31, 2026, the Company had $
The Company was in compliance with the covenants under the Perceptive Facility as of March 31, 2026.
15. COMMON STOCK
Common Stock Offering
On February 10, 2025, the Company completed a secondary public offering of its common stock in which the Company issued and sold
On July 3, 2025, the Company entered into the Distribution Agreement, pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $
In 2025, the Company sold
As of March 31, 2026, the Company had approximately $
Common Stock
The following table summarizes the total number of shares of the Company’s common stock issued and reserved for issuance as of March 31, 2026 and December 31, 2025 (in thousands):
| March 31, 2026 | | December 31, 2025 | ||
Shares of common stock issued |
| |
| | |
Shares of common stock reserved for issuance for: |
| |
| | |
Common stock warrants outstanding |
| |
| | |
Stock options outstanding |
| |
| | |
Restricted stock units outstanding |
| |
| | |
Shares available for grant under stock incentive plans |
| |
| | |
Shares available for sale under employee stock purchase plan |
| |
| | |
Total shares of common stock issued and reserved for issuance |
| |
| |
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
Common Stock Warrants
The following table summarizes the Company’s outstanding common stock warrants as of March 31, 2026 and December 31, 2025:
Warrants | | | | | |
Outstanding | |||||
(in thousands) | Exercise Price | Expiration Date | |||
| $ | | |||
| $ | | |||
| $ | | |||
|
| |
| | |
There have been
16. LOSS PER SHARE
The Company’s basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. The Company’s restricted stock awards (non-vested shares) are issued and outstanding at the time of grant but are excluded from the Company’s computation of weighted average shares outstanding in the determination of basic loss per share until vesting occurs.
A net loss cannot be diluted so, when the Company is in a net loss position, basic and diluted loss per common share are the same. If, in the future, the Company achieves profitability, the denominator of a diluted earnings per common share calculation will include both the weighted average number of shares outstanding and the number of common stock equivalents, if the inclusion of such common stock equivalents would be dilutive. Dilutive common stock equivalents potentially include warrants, stock options, non-vested restricted stock awards and non-vested performance restricted stock units (“PRSUs”) using the treasury stock method, along with the effect, if any, from the potential conversion of outstanding securities, such as convertible preferred stock.
The following potentially dilutive securities outstanding as of March 31, 2026 and 2025 have been excluded from the denominator of the diluted loss per share of common stock outstanding calculation (in thousands):
March 31, | |||||
| 2026 | | 2025 | ||
Stock options | | | |||
Non-vested PRSUs |
| |
| | |
Non-vested restricted stock units |
| |
| | |
Common stock warrants |
| |
| | |
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
17. SHARE-BASED COMPENSATION
The amount of share-based compensation expense recognized by the Company by location in its consolidated statements of operations for the three months ended March 31, 2026 and 2025 is as follows (in thousands):
| Three Months Ended March 31, | ||||||
2026 | | 2025 | |||||
Cost of revenues | $ | | $ | | |||
Sales and marketing |
| |
| | |||
General and administrative |
| |
| | |||
Research and development |
| |
| | |||
Total | $ | | $ | | |||
2018 Equity Incentive Plan
In June 2018, the Company adopted the 2018 Equity Incentive Plan (the “2018 Plan”), which authorized the issuance of up to
2020 Inducement Incentive Plan
In December 2020, the Company adopted the 2020 Inducement Incentive Plan (the “2020 Inducement Plan”), which authorized the issuance of up to
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
Stock Options
The following table summarizes the Company’s stock option activity for the three months ended March 31, 2026:
| | | | | Weighted | Aggregate | ||||
Number of | Weighted | average | average | |||||||
Shares under | average | Remaining | Intrinsic | |||||||
Option | Exercise Price | Contractual | Value | |||||||
(in thousands) | per Option | Life (in years) | (in thousands) | |||||||
Outstanding at December 31, 2025 |
| | $ | |
|
| ||||
Granted |
| — | $ | — |
| |
| | ||
Exercised |
| — | $ | — |
|
| | |||
Forfeited and Expired |
| ( | $ | |
| |
| | ||
Outstanding at March 31, 2026 |
| | $ | |
|
| $ | — | ||
Exercisable at March 31, 2026 |
| | $ | |
|
| $ | — | ||
Vested and expected to vest at March 31, 2026 |
| | $ | |
|
| $ | — | ||
The Company recognized share-based compensation expense related to stock options of $
For the three months ended March 31, 2026, the Company did not grant stock options.
Restricted Stock Units and PRSUs
The following table summarizes the Company’s restricted stock unit and PRSU activity for March 31, 2026:
| Non-vested | | Weighted | | Non-vested | | Weighted | |||
Restricted | average | PRSUs | average | |||||||
Stock Units | Grant-date | Grant-date | ||||||||
(in thousands) | Fair Value | (in thousands) | Fair Value | |||||||
Non-vested at December 31, 2025 | | $ | |
| | $ | | |||
Granted |
| | $ | |
| — | $ | — | ||
Vested |
| ( | $ | |
| — | $ | — | ||
Forfeited |
| ( | $ | |
| ( | $ | | ||
Non-vested at March 31, 2026 |
| | $ | |
| | $ | |
The Company recognized $
The Company has granted PRSUs to certain key employees of the Company, with vesting subject to the recipient’s continued service with the Company through the applicable vesting date and the achievement of certain performance conditions as outlined in the award document. For legacy Greenbrook employees who became Neuronetics employees in connection with the Arrangement, the awards are subject to the terms of the 2020 Inducement Plan. For legacy Neuronetics employees, the awards are subject to the 2018 Plan.
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
The Company offers the Board and certain employees the opportunity to defer restricted stock units into an equity-based deferred equity compensation plan, the Restricted Stock Unit Deferral Election Plan (“RSUDEP”).
Benefits from these plans are payable in shares of Neuronetics stock and the awards under this plan are unfunded to the plans’ participants. Restricted stock units deferred under the RSUDEP are counted against the total shares available for future issuance under the 2018 Plan. As of March 31, 2026, there were
The Company did
18. COMMITMENTS AND CONTINGENCIES
Executive Employment Agreements
The Company has entered into an employment agreement and offer letters with certain key executives, providing for compensation and severance in certain circumstances, as defined in the agreements.
Legal Matters
The Company is subject from time to time to various claims and legal actions arising during the ordinary course of its business. Management believes that there are currently no claims or legal actions that would reasonably be expected to have a material adverse effect on the Company’s results of operations, financial condition, or cash flows.
Other Matters
We are subject to various audits from government agencies including Medicaid and Medicare which involve the potential recoupment of reimbursements received from these agencies. These audits occur in the ordinary course of business. As of March 31, 2026 the Company had $
19. SEGMENT INFORMATION
The Company reports the results of our operations as
The determination of our reporting segments was made based on our strategic priorities, which corresponds to the way the Company’s chief operating decision maker (“CODM”) reviews and evaluates operating performance to make decisions about resources to be allocated. For our operating segments, the CODM uses segment gross profit and segment loss before unallocated general and administrative as the primary measure of segment performance because it reflects results that are directly attributable to each reportable segment and is the measure most consistent with the Company’s consolidated results prepared in accordance with U.S. GAAP. The CODM does not regularly review any other measures of segment profit or loss for purposes of assessing segment performance or allocating resources.
On a monthly basis, the CODM considers month-to-month and budget-to-actual variances for both measures when allocating resources to segments. The accounting policies of its segment are the same as those described in the summary of significant accounting policies. The CODM is regularly provided information on total consolidated assets and liquidity; however, the CODM is not provided asset information at the reportable segment level. Accordingly, segment assets have not been disclosed.
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
Significant segment expenses regularly reviewed by CODM for both segments include directly attributable cost of revenues, selling, general and administrative and research and development expenses. Unallocated general and administrative costs include corporate support functions such as executive management, corporate accounting, information technology, legal, human resources and Board fees. Additionally, unallocated general and administrative costs may include expenses such as litigation and merger and acquisition related costs, which are not specific to a segment and thus not allocated to the reportable segments.
Segment information for prior periods has been recast to conform to the current year reportable segment structure. There were no intercompany transactions between the Company’s reportable segments during the periods presented. Reportable segment information is presented below (in thousands):
Quarter ended March 31, 2026 | Med Device | Clinic Service | Total | ||||||
Revenue | $ | | $ | | $ | | |||
Cost of revenues | | | | ||||||
Segment gross profit | $ | | $ | | $ | | |||
Significant Segment Expense | |||||||||
Selling, General and Administrative | |||||||||
Direct | $ | | $ | | $ | | |||
Research and development | |||||||||
Direct | | | | ||||||
Segment profit/(loss) | $ | | $ | ( | $ | ( | |||
Unallocated expenses | |||||||||
General and Administrative | $ | | |||||||
Other income, net | ( | ||||||||
Loss on extinguishment of debt | | ||||||||
Interest expense | | ||||||||
Net loss | $ | ( | |||||||
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NEURONETICS, INC.
Notes to Interim Consolidated Financial Statements
(Unaudited)
Quarter ended March 31, 2025 | Med Device | Clinic Service | Total | ||||||
Revenue | $ | | $ | | $ | | |||
Cost of revenues | | | | ||||||
Segment gross profit | $ | | $ | | $ | | |||
Significant Segment Expense | |||||||||
Selling, General and Administrative | |||||||||
Direct | $ | | $ | | $ | | |||
Research and development | |||||||||
Direct | | | | ||||||
Segment profit/(loss) | $ | ( | $ | ( | $ | ( | |||
Unallocated expenses | |||||||||
General and Administrative | $ | | |||||||
Other income, net | ( | ||||||||
Interest expense | | ||||||||
Net loss | $ | ( | |||||||
20. NONCONTROLLING INTEREST
The Company has operating agreements with several non-wholly owned entities. The non-controlling interest percentages range from
21. GOVERNMENT ASSISTANCE
Employee Retention Credit
The Coronavirus Aid, Relief and Economic Security Act provided an Employee Retention Credit (the “ERC”), a refundable tax credit related to certain payroll taxes. The Company applied the grant model and determined that the criteria for recognition of the ERC were met based on its eligibility assessment and filing of the ERC claim.
During the period ended March 31, 2025, Neuronetics received $
During the three months ended March 31, 2026, Greenbrook received $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations, as well as other sections in this Quarterly Report on Form 10-Q, should be read in conjunction with our unaudited interim consolidated financial statements and related notes thereto included elsewhere herein. In addition to historical financial information, some of the information contained in the following discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts, including statements regarding our future results of operations and financial position, business strategy, current and prospective products, product approvals, research and development costs, current and prospective collaborations, timing and likelihood of success, plans and objectives of management for future operations and future results of current and anticipated products, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “should,” “expect,” “plan,” “design,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “outlook” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 17, 2026. These 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 the 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; developments in respect of competing technologies and therapies for the indications that our products treat; product defects; our ability to obtain and maintain intellectual property protection for our technology; developments in clinical trials or regulatory review of the 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; and our self-sustainability;existing cash balances; our ability to achieve positive cash flows; and our ability to continue as a going concern. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. The Company cautions investors not to place undue reliance on these forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for us to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report on Form 10-Q as a result of any new information, future events or changed circumstances or otherwise.
Overview
We believe that mental health is as important as physical health. The Company’s first commercial product, the System, is a non-invasive and non-systemic office-based treatment that uses TMS to create a pulsed, MRI-strength magnetic field that induces electrical currents designed to stimulate specific areas of the brain associated with mood. The System is cleared by the FDA to treat adult patients with MDD who have failed to achieve satisfactory improvement from prior antidepressant medication in the current MDD episode. It is also
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cleared by the FDA as an adjunct for adults with OCD and for adolescent patients aged 15-21 with MDD. It is also cleared by the FDA to decrease anxiety symptoms in adult patients with MDD that may exhibit comorbid anxiety symptoms (anxious depression). In addition to selling the System and associated treatment sessions to customers, the Company operates Greenbrook Treatment Centers across the U.S., offering TMS therapy using the Systems. The Company acquired Greenbrook, a provider of mental healthcare services, pursuant to the Arrangement. The System is safe, clinically effective, reproducible and precise, and the Company believes it is supported by the largest clinical data set of any competing TMS system. Treatment Centers also obtain SPRAVATO® to treat adults with treatment-resistant depression or depressive symptoms in adults suffering from MDD with acute suicidal ideation or behavior.
Effective as of December 9, 2024, Neuronetics and Greenbrook completed the Arrangement. Each Greenbrook Share outstanding immediately prior to the effective time of the Arrangement was exchanged for shares of Neuronetics common stock at a specified exchange ratio upon closing of the Arrangement. We continue to operate as Neuronetics, Inc., and the Company’s shares trade on the NASDAQ Global Market under the ticker “STIM.”
We designed the System as a non-invasive therapeutic alternative to treat patients who suffer from MDD and to address many of the key limitations of existing treatment options. Additionally, through our acquisition of Greenbrook, we now derive revenue directly from our Treatment Centers, by providing TMS therapy and SPRAVATO® for MDD and other mental health disorders. We derive the majority of our revenues from clinic revenue and treatment sessions.
We currently operate in two segments: medical device and clinic services. We generate revenues from clinic operations, initial capital sales of our systems, sales of our recurring treatment sessions, service and repair, and extended warranty contracts.
For the three months ended March 31, 2026, revenues from sales of our treatment sessions, clinic revenue and the Systems represented 27%, 63% and 9% of our U.S. revenues, respectively.
Clinic revenue consists of revenue attributable to the performance of treatments to patients in 15 states in the U.S. In circumstances where the net patient fees have not yet been received, the amount of revenue recognized is estimated based on an expected value approach. Due to the nature of the industry and complexity of our clinic revenue arrangements, where price lists are subject to the discretion of payors, variable consideration exists that may result in price concessions and constraints to the transaction price for the services rendered.
Clinic revenue reimbursements are derived from third-party payors including federal and state agencies (under the Medicare programs), managed care health plans and commercial insurance companies.
We currently sell the System and recurring treatment sessions in the U.S. through our sales and customer support team. Our sales force targets an estimated 53,000 psychiatrists across 26,000 practices. We expect to continue to expand our direct sales and customer support team to further penetrate the market by demonstrating the benefits of the System to providers and their patients. Some of our customers have purchased or may purchase more than one of the Systems. Based on our commercial data, we believe many providers can recoup their initial capital investment in a System by providing a standard course of treatment to approximately 12 patients. We believe psychiatrists can generate approximately $9,000 of average revenue per patient for a standard course of treatment, which may provide meaningful incremental income to their practices. We have a diverse customer base in the U.S. providers are reimbursed by federal healthcare programs and the vast majority of commercial payors in the U.S. for treatment sessions utilizing the System.
We market our products in a few select markets outside the U.S. through independent distributors. International revenues represented 1% and 2% of our total revenues for the three months ended March 31, 2026 and 2025, respectively. We expect our international revenues to decrease as a percentage of our total revenue.
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Our research and development efforts are primarily focused on hardware and software product developments and enhancements of the System and clinical development relating to additional indications. We outsource the manufacture of components of the Systems that are produced to our specifications, and individual components are either shipped directly from our third-party contract manufacturers to our customers or consolidated into pallets at our Malvern, Pennsylvania facility prior to shipment. Final installation of these systems occurs at the customer site.
Total revenues increased by $2.5 million, or 8%, from $32.0 million for the three months ended March 31, 2025 to $34.5 million for the three months ended March 31, 2026. For the three months ended March 31, 2026, our U.S. revenues were $34.2 million compared to $31.5 million for the three months ended March 31, 2025, representing an increase of 9%. The increase was primarily attributable to an increase in clinic revenue. We incurred net losses of $10.8 million for the three months ended March 31, 2026 compared to net losses of $12.7 million for the three months ended March 31, 2025. As of March 31, 2026, we had an accumulated deficit of $469.6 million.
Global Economic Conditions
We are continuing to closely monitor macroeconomic impacts, including but not limited to developments affecting financial institutions, supply chains, unemployment rates, investment values, consumer confidence, inflationary and potential recessionary pressures, on our business, results of operations and financial results, which could adversely affect us.
Components of Our Results of Operations
Revenues
We have generated revenues primarily from the sale of the Systems and related sales and rentals of the System, clinic revenue and the recurring revenues from our sale of treatment sessions in the U.S.
Clinic Revenues. Clinic revenue, consisting of TMS services, SPRAVATO® sales and other mental wellness services is determined based on net patient fees, which includes estimates for contractual allowances and discounts. Net patient fees are estimated using an expected value approach where management considers such variables as the average of previous net patient fees received by the applicable payor and fees received by other patients for similar services and the Company’s best estimate leveraging industry knowledge and expectations of third-party payors’ fee schedules. We expect clinic revenue to increase in 2026.
System Revenues. System revenues consist primarily of sales or rentals of a capital component, including equipment upgrades to the initial sale of the System. The Systems can be purchased outright or on a sales type lease basis by certain customers.
Treatment Session Revenues. Treatment session revenues primarily include sales of treatment sessions and SenStar treatment links. The treatment sessions are access codes that are delivered electronically in the U.S. The SenStar treatment links are disposable units containing single-use access codes that are sold and used outside the U.S. Access codes are purchased separately by our customers, primarily on an as-needed basis, and are required by the System in order to deliver treatment sessions.
Other Revenues. Other revenues are derived primarily from service and repair, research collaboration agreements and extended warranty contracts with our existing customers.
Refer to the section titled “Critical Accounting Policies and Use of Estimates—Revenue Recognition” in our Annual Report on Form 10-K filed with the SEC on March 17, 2026. Also, refer to “Summary of Significant Accounting Policies” in Notes to Interim Consolidated Financial Statements located in Part I – FINANCIAL INFORMATION, Item 1. Financial Statements.
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Cost of Revenues and Gross Margin
Cost of revenues primarily consists of the costs of components and products purchased from our third-party contract manufacturers of the Systems as well as the cost of treatment packs for individual treatment sessions. We use third-party contract manufacturing partners to produce the components for and assemble the Systems. Cost of revenues also includes costs related to personnel, royalties, warranty, shipping, amortization of capitalized software and our operations and field service departments. Our Treatment Center costs include direct center and patient care costs, regional employee compensation and depreciation. We expect our cost of revenues to increase mainly for Treatment Centers, as our product mix changes.
Our gross profit is calculated by subtracting our cost of revenues from our revenues. We calculate our gross margin as our gross profit divided by our revenues. Our gross margin has been and will continue to be affected by a variety of factors, primarily product sales mix, pricing and third-party contract manufacturing costs. Our gross margins on revenues from sales of the Systems and clinic revenue are lower than our gross margins on revenues from sales of treatment sessions and, as a result, the sales mix between the Systems, clinic revenues and treatment sessions can affect the gross margin in any reporting period.
Sales and Marketing Expenses
Sales and marketing expenses consist of market research and commercial activities related to the sale of the Systems and treatment sessions and personnel costs including salaries and related benefits, sales commissions and share-based compensation for employees focused on these efforts. Other significant sales and marketing costs include conferences and trade shows, promotional and marketing activities, including direct and online marketing, practice support programs, primarily digital media campaigns, travel and training expenses.
We anticipate that our sales and marketing expenses will decrease in 2026 relative to 2025 as a result of the cost efficiencies realized post-acquisition across the sales and marketing divisions.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel expenses, including salaries and related benefits, share-based compensation and travel expenses, for employees in executive, finance, information technology, legal and human resource functions. General and administrative expenses also include the cost of insurance, outside legal fees, accounting and other consulting services, audit fees from our independent registered public accounting firm, Board fees and other administrative costs, such as corporate facility costs, including rent, utilities, depreciation and maintenance not otherwise included in cost of revenues.
We anticipate that our general and administrative expenses will increase in 2026 from 2025 due to an increase in the overall size of the general and administrative function within the consolidated company and investments needed to streamline systems and leverage automation.
Research and Development Expenses
Research and development expenses consist primarily of personnel expenses, including salaries and related benefits and share-based compensation for employees in clinical development, product development, regulatory and quality assurance functions, as well as expenses associated with outsourced professional scientific development services and costs of investigative sites and consultants that conduct our preclinical and clinical development programs. We typically use our employee, consultant and infrastructure resources across our research and development programs.
We expect our research and development expenses to remain consistent during 2026 compared to 2025 expenses.
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Interest Expense
Interest expense consists of cash interest payable under our credit facility and the amortization of deferred financing costs related to our indebtedness.
Other Income, Net
Other income, net, consists primarily of interest income earned on our money market account balances and notes receivable and ERC payments.
Loss on extinguishment of debt
Loss on debt extinguishment consists of prepayment penalties and impairment of deferred financing costs associated with the extinguishment of debt, as well as fees incurred with third parties in connection with debt extinguishment.
Results of Operations
Comparison of the three months ended March 31, 2026 and 2025
Three Months Ended |
| |||||||||||
March 31, | Increase / (Decrease) | |||||||||||
| 2026 | | 2025 | | Dollars | | Percentage |
| ||||
(in thousands, except percentages) |
| |||||||||||
Revenues | $ | 34,454 | $ | 31,975 | $ | 2,479 |
| 8 | % | |||
Cost of revenues |
| 18,300 |
| 16,237 |
| 2,063 |
| 13 | % | |||
Gross Profit |
| 16,154 |
| 15,738 |
| 416 |
| 3 | % | |||
Gross Margin |
| 46.9 | % |
| 49.2 | % |
|
| | |||
| ||||||||||||
Operating expenses: |
| |
| |
|
| | |||||
Sales and marketing |
| 10,737 |
| 11,999 |
| (1,262) |
| (11) | % | |||
General and administrative |
| 13,048 |
| 13,137 |
| (89) |
| (1) | % | |||
Research and development |
| 1,364 |
| 1,616 |
| (252) |
| (16) | % | |||
Total operating expenses |
| 25,149 |
| 26,752 |
| (1,603) | (6) | % | ||||
Loss from Operations |
| (8,995) | (11,014) |
| 2,019 |
| 18 | % | ||||
Other (income) expense: |
|
| |
|
| | ||||||
Interest expense |
| 2,266 |
| 1,922 |
| 344 |
| 18 | % | |||
Loss on extinguishment of debt |
| 539 |
| — |
| 539 |
| 100 | % | |||
Other income, net |
| (1,020) |
| (247) |
| (773) |
| 313 | % | |||
Net Loss | $ | (10,780) | $ | (12,689) | $ | 1,909 |
| 15 | % | |||
Revenues by Geography |
| ||||||||||
Three Months Ended March 31, |
| ||||||||||
2026 | 2025 |
| |||||||||
% of | % of |
| |||||||||
| Amount | | Revenues | | Amount | | Revenues |
| |||
(in thousands, except percentages) |
| ||||||||||
U.S. | $ | 34,226 | 99 | % | $ | 31,483 | 98 | % | |||
International |
| 228 |
| 1 | % |
| 492 |
| 2 | % | |
Total revenues | $ | 34,454 |
| 100 | % | $ | 31,975 |
| 100 | % | |
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U.S. Revenues by Product Category |
| ||||||||||
Three Months Ended March 31, |
| ||||||||||
2026 | 2025 |
| |||||||||
% of | % of |
| |||||||||
| Amount | | Revenues | | Amount | | Revenues |
| |||
(in thousands, except percentages) |
| ||||||||||
NeuroStar Advanced Therapy System | $ | 3,203 | 9 | % | $ | 2,846 | 9 | % | |||
Treatment sessions |
| 9,122 |
| 27 | % |
| 9,612 |
| 31 | % | |
Clinic revenue | 21,529 | 63 | % | 18,659 | 59 | % | |||||
Other |
| 372 |
| 1 | % |
| 366 |
| 1 | % | |
Total U.S. revenues | $ | 34,226 |
| 100 | % | $ | 31,483 |
| 100 | % | |
Revenues
Total revenue for the three months ended March 31, 2026 was $34.5 million, an increase of $2.5 million, or 8%, compared to the three months ended March 31, 2025 revenue of $32.0 million.
The increase in revenue was primarily driven by higher U.S. clinic revenue, which increased $2.8 million, or 15%, to $21.5 million in the first quarter of 2026 from $18.7 million in the first quarter of 2025, reflecting continued contributions from clinics acquired in connection with the Greenbrook transaction. This growth was partially offset by a decline in U.S. treatment session revenue, which decreased $0.5 million to $9.1 million for the three months ended March 31, 2026 from $9.6 million for the three months ended March 31, 2025, primarily due to lower treatment volumes.
U.S. System revenue for the three months ended March 31, 2026 was $3.2 million, representing an increase of $0.4 million, or 13%, compared to $2.8 million in the first quarter of 2025. For the three months ended March 31, 2026, and 2025, the Company sold 35 and 31 systems, respectively.
Cost of Revenues and Gross Margin
Cost of revenues increased by $2.1 million, or 13%, from $16.2 million for the three months ended March 31, 2025 to $18.3 million for the three months ended March 31, 2026. Gross margin decreased from 49.2% for the three months ended March 31, 2025 to 46.9% for the three months ended March 31, 2026. The decrease in gross margin is mainly attributable to the revenue mix within the Clinic revenue segment.
Sales and Marketing Expenses
Sales and marketing expenses decreased by $1.3 million, or 11%, from $12.0 million for the three months ended March 31, 2025 to $10.7 million for the three months ended March 31, 2026. The decrease was primarily driven by lower personnel costs, reduced marketing program spend, and a favorable bad debt adjustment related to the current expected credit loss reserve.
General and Administrative Expenses
General and administrative expenses decreased by $0.1 million, or 1%, from $13.1 million for the three months ended March 31, 2025 to $13.0 million for the three months ended March 31, 2026.
Research and Development Expenses
Research and development expenses decreased by $0.3 million, or 16%, from $1.6 million for the three months ended March 31, 2025 to $1.4 million for the three months ended March 31, 2026. The decrease in research and development was driven by personnel expense.
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Interest Expense
Interest expense increased by $0.4 million, or 18%, from $1.9 million for the three months ended March 31, 2025 to $2.3 million for the three months ended March 31, 2026 due to a higher outstanding debt balance.
Loss on extinguishment of debt
Loss on extinguishment of debt amounting to $0.5 million was recorded during the three months ended March 31, 2026, related to the Perceptive Facility. This included $0.3 million of early prepayment fees and $0.2 million of deferred financing expense related to extinguishment of debt.
Other Income, Net
Other income, net, increased by $0.8 million from $0.2 million for the three months ended March 31, 2025 to $1.0 million for the three months ended March 31, 2026, primarily as a result of the ERC claim net proceeds, and updated estimates regarding the audits from government agencies including Medicaid and Medicare.
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Liquidity and Capital Resources
Overview
As of March 31, 2026, we had cash and cash equivalents of $13.2 million and an accumulated deficit of $469.6 million, compared to cash and cash equivalents of $28.1 million and an accumulated deficit of $458.8 million as of December 31, 2025. We incurred negative cash flows from operating activities of $9.4 million and $17.0 million for the three months ended March 31, 2026 and 2025, respectively. The Company has incurred operating losses since its inception, and management anticipates that its operating losses will continue in the near term as the Company continues to invest in sales and marketing and product development activities. The Company’s primary sources of capital to date have been from its initial public offering, borrowings under its credit facility, proceeds from its secondary public offering of common stock (including, without limitation, the ATM Program), and revenues from sales of its products. As of March 31, 2026, the Company had $65.0 million of borrowings outstanding under the Perceptive Facility, which has a final maturity on July 25, 2029. The Perceptive Facility is subject to certain financial covenants including a minimum net revenue covenant that escalates over the term of the Perceptive Facility and a minimum liquidity covenant.
If our cash and cash equivalents and anticipated revenues from sales or our products and services are insufficient to satisfy our liquidity requirements, we may seek to sell additional common or preferred equity or debt securities or enter into a new credit facility or another form of third-party funding or seek other debt financing. If we raise additional funds by issuing equity or equity-linked securities, our stockholders would experience dilution and any new equity securities could have rights, preferences and privileges superior to those of holders of our common stock. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. We cannot be assured that additional equity, equity-linked or debt financing will be available on terms favorable to us or our stockholders, or at all. It is also possible that we may allocate significant amounts of capital towards products or technologies for which market demand is lower than expected and, as a result, abandon such efforts. If we are unable to maintain our current financing or obtain adequate additional financing when we require it, or if we obtain financing on terms which are not favorable to us, or if we expend capital on products or technologies that are unsuccessful, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, or we may be required to delay the development, commercialization and marketing of our products.
The Company is subject to certain financial covenants under its credit facility, including a liquidity and trailing twelve-month minimum revenue covenants. On March 12, 2026, the Company amended the terms of its credit arrangement to modify the required quarterly revenue covenants through December 31, 2026 and the liquidity covenants through September 30, 2027. As of March 31, 2026 the Company was in compliance with the financial covenants in accordance with this agreement. The Company currently projects trailing twelve-month revenue for the period ended March 31, 2027 to be below the minimum required revenue for that period as stated in the credit facility agreement. Should the Company not be able to meet its March 31, 2027 minimum revenue covenant, the lender may at that time and at its discretion, call the credit facility. Should the lender call the facility, the Company is not projected to have the liquidity required to meet its requirement to pay off the loan. Therefore, substantial doubt exists about the Company’s ability to continue as a going concern.
The Company remains actively engaged in ongoing collaborative and constructive discussions with its lender. Additional actions within the Company's control to meet its minimum revenue covenant include improvements to its revenue cycle management to increase collections, introducing new treatment options at its clinic locations and pursuing new strategies within its medical device business to accelerate sales growth and optimize its product mix. The Company’s ability to meet its liquidity needs, including meeting future revenue and liquidity covenants, is dependent on growth in existing and acquired product and service lines and the realization of synergies related to its acquisition of Greenbrook. However, at this time, these actions do not fully mitigate the risk related to compliance with the revenue covenant for the March 31, 2027 period. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Our current and future funding requirements will depend on many factors, including:
| ● | our ability to achieve revenue growth and improve operating margins; |
| ● | compliance with the terms and conditions, including covenants, set forth in our credit facility; |
| ● | the cost of expanding our operations and offerings, including our sales and marketing efforts; |
| ● | our ability to improve or maintain coverage and reimbursement arrangements with domestic third-party and government payors; |
| ● | our rate of progress in establishing coverage and reimbursement arrangements from international commercial third-party and government payors; |
| ● | our rate of progress in, and cost of the sales and marketing activities associated with, establishing adoption of our products and maintaining or improving our sales to our current customers; |
| ● | the cost of research and development activities, including research and development relating to additional indications of neurohealth disorders; |
| ● | the effect of competing technological and market developments; |
| ● | efficiency of our clinic operations; and |
| ● | the potential cost of and delays in product development as a result of any regulatory oversight applicable to our products. |
As of March 31, 2026, there were no significant changes to our material cash requirements as set forth in our Annual Report on Form 10-K filed with the SEC on March 17, 2026.
Cash Flows
The following table sets forth a summary of our cash flows for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31, | |||||||
| 2026 | | 2025 | ||||
(in thousands) | |||||||
Net Cash used in Operating activities | $ | (9,421) | $ | (16,993) | |||
Net Cash used in Investing activities |
| (172) |
| (219) | |||
Net Cash (used in) provided by Financing activities |
| (5,577) |
| 18,977 | |||
Net increase (decrease) in Cash, Cash equivalents and Restricted cash | $ | (15,170) | $ | 1,765 | |||
Net Cash used in Operating Activities
Net cash used in operating activities for the three months ended March 31, 2026 was $9.4 million, consisting primarily of a net loss of $10.8 million, and an increase in net operating assets of $1.8 million, partially offset by non-cash charges of $3.2 million, primarily consisting of depreciation and amortization, loss on disposal of property and equipment, share-based compensation and loss on extinguishment of debt. The increase in net operating assets was primarily due to decreases in accrued expenses, an increase in prepaid commission expense, partially offset by a decrease in accounts receivable.
Net cash used in operating activities for the three months ended March 31, 2025 was $17.0 million, consisting primarily of a net loss of $12.7 million, and an increase in net operating assets of $6.9 million, partially offset by non-cash charges of $2.5 million, primarily consisting of depreciation and amortization and share-based
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compensation. The increase in net operating assets was primarily due to increase in accounts receivable, and decreases in accounts payable, accrued expenses, prepaid expenses and other assets and prepaid commission expense.
Net Cash used in Investing Activities
Net cash used in investing activities for the three months ended March 31, 2026 was $0.2 million, which was primarily due to purchases of property and equipment and capitalized software costs, partially offset by proceeds from the sale of property and equipment.
Net cash used in investing activities for the three months ended March 31, 2025 was $0.2 million, which was primarily due to purchases of property and equipment and capitalized software costs.
Net Cash (used in) provided by Financing Activities
Net cash used in financing activities for the three months ended March 31, 2026 was $5.6 million and consisted of $5.0 million of repayments of long-term debt, $0.3 million of payments related to debt issuance costs, $0.3 million of payments related to deferred and contingent consideration, and $0.1 million of distributions to non-controlling interests.
Net cash provided by financing activities for the three months ended March 31, 2025 was $19.0 and primarily consisted of net proceeds from our secondary public offering.
Indebtedness
For information regarding the Perceptive Facility, refer to “Debt” in Notes to Interim Consolidated Financial Statements located in Part I – FINANCIAL INFORMATION, Item 1. Financial Statements.
Recent Accounting Pronouncements
Refer to “Summary of Significant Accounting Policies” and “Recent Accounting Pronouncements” in Notes to Interim Consolidated Financial Statements located in Part I – FINANCIAL INFORMATION, Item 1. Financial Statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Refer to the information described in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” section of the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2026. There have been no material changes to our market risk described therein.
We are continuing to closely monitor macroeconomic impacts, including but not limited to tariffs, developments affecting financial institutions, supply chains, unemployment rates, investment values, consumer confidence, inflationary and potential recessionary pressures, on our business, results of operations and financial results, which could adversely affect us. Although we do not believe inflation or tariffs have had a material impact on our financial condition, results of operations or cash flows to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain and increase our gross margin or decrease our operating expenses as a percentage of our revenues if the selling prices of our products do not increase as much or more than our costs increase.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management, with the participation of our principal executive officer and principal financial and accounting officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our principal executive officer and our principal financial and accounting officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.
Changes in Internal Control over Financial Reporting
For the quarter ended March 31, 2026, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are subject from time to time to various claims and legal actions arising during the ordinary course of our business. We believe that there are currently no claims or legal actions that would reasonably be expected to have a material adverse effect on our results of operations, financial condition, or cash flows.
Item 1A. Risk Factors.
You should carefully consider the information described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2026.
Geopolitical instability and related disruptions to global markets could adversely affect global economic conditions and our business.
Ongoing geopolitical tensions in the Middle East, including the conflict involving Iran, have contributed to volatility in global markets, which may increase the overall costs. Inflationary pressures may also contribute to broader macroeconomic volatility, which, in turn, could adversely affect our business. Further, supply chain disruptions, transaction restrictions and increased costs for raw materials could adversely affect our business, which could have a material impact on our business and financial results.
Our financial condition raises substantial doubt as to our ability to continue as a going concern.
There is substantial doubt regarding our ability to continue as a going concern. This conclusion was based on the Company’s current projections for trailing twelve-month revenue for the period ended March 31, 2027, which are currently expected to be below the minimum required revenue for that period as stated in the Perceptive Facility.
Although we cannot predict with certainty all of our particular short-term cash uses or the timing or amount of cash requirements or the trailing twelve-month revenue for the period ended March 31, 2027, there is substantial doubt about our ability to continue as a going concern. Our recurring losses, negative cash flow and the uncertainties surrounding our ability to execute and to realize our planned revenue growth and expected benefits from our operational improvement initiatives, could impact our future profitability and liquidity, which could in the future raise substantial doubt about our ability to continue to execute our operating plan as currently intended and require us to seek additional financing. If adequate funds or additional financings are not available, if and when needed, or if the terms of potential funding sources are unfavorable, our business, financial condition, and results of operations could be materially and adversely affected. Additionally, our financial statements have been prepared assuming that we will continue to operate as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Thus, our financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
We are subject to certain federal, state and foreign fraud and abuse laws, health information privacy and security laws and transparency laws, which, if violated, could subject us to substantial penalties. Additionally, any challenge to or investigation into our practices under these laws could cause adverse publicity and be costly to respond to, and thus could harm our business.
There are numerous U.S. federal and state, as well as foreign, laws pertaining to healthcare fraud and abuse, including anti-kickback, self-referral, false claims and physician transparency laws. Our business practices and relationships with providers, patients, vendors and third-party payors are subject to scrutiny under these laws. We may also be subject to patient information privacy and security regulation by both the federal government in addition to the states and foreign jurisdictions in which we conduct our business.
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These laws and regulations, among other impacts, constrain our business, marketing and other promotional activities by limiting the kinds of financial arrangements, including sales programs and provider directory services, we may have with providers or other potential purchasers of our products and services. We have also entered into consulting agreements with physicians, which are subject to these laws. Further, while we do not submit claims to any payor and our customers make the ultimate decision on how to submit claims, we may provide reimbursement guidance and support regarding our products and services. Due to the breadth of these laws, the narrowness of statutory exceptions and regulatory safe harbors available, and the range of interpretations to which they are subject, it is possible that some of our current or future practices might be challenged under one or more of these laws.
To enforce compliance with healthcare regulatory laws, certain enforcement bodies have recently increased their scrutiny of interactions between healthcare companies and healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Responding to investigations can be time-and resource-consuming and can divert management’s attention from the business. Any such investigation or settlement could increase our costs or otherwise have an adverse effect on our business. Even an unsuccessful challenge or investigation into our practices could cause adverse publicity and be costly to respond to.
On October 8, 2025, a subsidiary of the Company received a Civil Investigative Demand (the “Demand”) under the FCA dated August 28, 2025, from the U.S. Attorney’s Office for the Middle District of Florida. The Demand seeks information from certain subsidiaries related to federal healthcare program billing practices. The Company is cooperating with the Assistant United States Attorney who issued the Demand and is engaged in ongoing constructive dialogue in order to satisfy the Demand. The United States Attorney for the Middle District of Florida is working jointly with the Florida, Nevada and New Jersey Attorneys General offices. The Demand is focused on periods in time prior to the Company’s acquisition of Greenbrook TMS Inc. Additionally, in October 2025, the Michigan Attorney General’s office opened a similar investigation. Similar to the Demand, the Company is cooperating with the Michigan investigation. The Company has received, and may continue to receive, similar inquiries from other districts of the U.S. attorney’s office and states’ attorney general offices.
If our operations are found to be in violation of any of the healthcare laws or regulations described above or any other healthcare regulations that apply to us, we may be subject to penalties, including administrative, civil and criminal penalties, damages, fines, disgorgement, exclusion from participation in government healthcare programs, such as Medicare and Medicaid, imprisonment, additional reporting obligations and oversight if we becomes subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, reputational harm, diminished profits and future earnings, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and pursue our strategy.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
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Item 5. Other Information.
Appointment of Principal Financial and Accounting Officer
Effective as of May 5, 2026, the Board appointed Francis X. Brown III as the Company’s Interim Principal Financial and Accounting Officer.
There is no arrangement or understanding between Mr. Brown and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship between Mr. Brown and any of the Company’s directors or other executive officers. There are no related party transactions between Mr. Brown and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Brown, age 62, served as the Company’s Corporate Controller from December 2, 2019, until March 2, 2022, and as the Company’s Vice President, Corporate Controller from March 3, 2022, until February 28, 2026, then as a member of the accounting team from March 1, 2026 through March 20, 2026. He currently serves as a consultant to the Company. Mr. Brown held various other controller and financial operations positions prior to joining the Company. Mr. Brown received his B.A. in Finance from Pennsylvania State University and his MBA from Villanova University. Mr. Brown is a Certified Public Accountant.
The Company has entered into an amended and restated consulting agreement with Mr. Brown effective as of April 22, 2026 (the “Consulting Agreement”). Under the terms of the Consulting Agreement, Mr. Brown will receive $25,000 for his services as the Company’s Interim Principal Financial and Accounting Officer.
The foregoing summary of the Consulting Agreement is not complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.10 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with his services as the Company’s Interim Principal Financial and Accounting Officer, Mr. Brown also entered into the Company’s form executive indemnification agreement.
Item 6. Exhibits.
The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q. Where so indicated, exhibits that were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated.
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Exhibit | | Description |
10.1 | Credit Agreement and Guaranty, dated July 25, 2024, by and among Neuronetics, Inc., as the borrower, certain Subsidiaries of Neuronetics, Inc. from time to time party thereto, as guarantors, the lenders from time to time party thereto, and PERCEPTIVE CREDIT HOLDINGS IV, LP, in its capacity as the administrative agent for the lenders (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on July 30, 2024) | |
10.2◊ | Consent and Amendment No. 1 to Credit Agreement and Guaranty and Warrant Certificate dated December 9, 2024 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on December 10, 2024) | |
10.3◊ | Amendment No. 2 to Credit Agreement and Guaranty by and between the Company, as the borrower, and Perceptive, in its capacities as administrative agent for the lenders and the majority lender dated March 26, 2025 (incorporated by reference to Exhibit 10.52 of the Registrant’s Annual Report on Form 10-K filed on March 27, 2025) | |
10.4 | Amendment No. 3 to Credit Agreement and Guaranty, dated August 1, 2025 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on August 5, 2025) | |
10.5 | Amendment No. 4 to Credit Agreement and Guaranty, dated January 15, 2026 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 22, 2026) | |
10.6◊ | Amendment No. 5 and Waiver to Credit Agreement and Guaranty, dated March 12, 2026 (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K filed on March 17, 2026). | |
10.7 | Underwriting Agreement, dated as of February 7, 2025, by and between Neuronetics, Inc. and Canaccord Genuity LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on February 10, 2025). | |
10.8 | Amendment No. 2 to the Registration Rights Agreement by and between Neuronetics and Investor dated March 2, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 2, 2026). | |
10.9 | Executive Consulting and Release Agreement by and between the Company and Keith J. Sullivan dated April 1, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 6, 2026). | |
10.10* | Amended and Restated Consulting Agreement, dated April 22, 2026, by and between the Company and Francis X. Brown III. | |
23.1 | Consent of Ballard Spahr LLP (incorporated by reference to Exhibit 23.1 to the Registrant’s Current Report on Form 8-K filed on February 10, 2025) | |
31.1* | Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1** | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2** | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (Formatted as Inline XBRL and contained Exhibit 101). |
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* | Filed herewith. |
◊ | Certain portions of this exhibit have been omitted to preserve the confidentiality of such information. The Company will furnish copies of any such information to the SEC or its staff upon request. |
** | This certification is being furnished solely to accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350 and is not being filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing of the registrant under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEURONETICS, INC. | ||
(Registrant) | |||
Date: May 5, 2026 | By: | /s/ Dan Reuvers | |
Name: | Dan Reuvers | ||
Title: | President and Chief Executive Officer | ||
(Principal Executive Officer) | |||
Date: May 5, 2026 | By: | /s/ Francis X. Brown III | |
Name: | Francis X. Brown III | ||
Title: | Interim Principal Financial and Accounting Officer | ||
(Principal Financial and Accounting Officer) | |||
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