Neuronetics prices stock offering at $1.60 a share

Available on EDGAR 11/12/2026 - 08:34 AM EST Accepted by SEC EDGAR 11/12/2026 - 08:33 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Neuronetics, Inc. (STIM) priced an underwritten public offering of 18,750,000 common shares at $1.60 per share, with a 30-day option for underwriters to purchase up to 2,812,500 additional shares on the same terms.

The offering is expected to close on or about November 12, 2026, subject to customary closing conditions. Gross proceeds are expected to be approximately $30 million before discounts, commissions and other offering expenses; estimated net proceeds are approximately $27.7 million, or $31.9 million if the option is exercised in full. Neuronetics intends to use a portion of net proceeds to repay term loans under its Perceptive Facility and for general corporate purposes.

Amendment No. 6 to the facility requires, among other conditions, a prepayment of no less than $15,000,000, plus accrued but unpaid interest, the applicable early prepayment fee, amendment fee, and lenders’ costs and expenses. If the conditions are not satisfied or waived on or before November 30, 2026, the amendment automatically terminates. Neuronetics anticipates that, if conditions are satisfied, reduced revenue covenants will resolve the going concern risk referenced in recent Form 10-Q filings.

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• Moderate point$15,000,000 prepayment conditions the amendment; unmet conditions trigger termination by November 30. 12% of market cap

Filing Explained

At September 30, 65 million dollars of loan principal exceeded 27.7 million dollars of estimated net proceeds; only part is intended for repayment.

Neuronetics agreed to issue and sell 18,750,000 common shares at $1.60 each; closing was expected on November 12, 2026, subject to customary conditions, and issuing the shares would reduce existing holders’ percentage ownership.

The filing reports that the Perceptive Facility carried an 11.5% interest rate as of September 30, 2026 and matures on July 25, 2029.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Firm shares offered: 18,750,000 shares Public offering price: $1.60 per share Underwriters’ option: Up to 2,812,500 shares +5 more

8 metrics

Firm shares offered 18,750,000 shares Underwritten public offering

Public offering price $1.60 per share Price to the public

Underwriters’ option Up to 2,812,500 shares 30-day option

Gross proceeds Approximately $30 million Before underwriting discounts, commissions and other offering expenses

Estimated net proceeds Approximately $27.7 million After underwriting discounts, commissions and estimated offering expenses

Net proceeds with full option exercise Approximately $31.9 million If the underwriters’ option is exercised in full

Minimum prepayment condition No less than $15,000,000 Condition to Amendment No. 6

Aggregate principal outstanding $65 million Under the Perceptive Facility as of September 30, 2026

Key Terms

underwriting discounts and commissions, conditions precedent, revenue covenants, early prepayment fee, +1 more

5 terms

underwriting discounts and commissions financial

"before deducting underwriting discounts and commissions"

Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.

conditions precedent financial

"subject to certain conditions precedent"

Conditions precedent are the specific tasks, approvals, or facts that must be satisfied before a contract or transaction becomes effective or a payment is made. Think of them as a checklist you must complete before turning the key on a new machine; if items are missing the deal can be delayed, renegotiated, or canceled. Investors watch these conditions because they determine timing, completion risk, and whether expected benefits will actually occur.

revenue covenants financial

"reduce certain revenue covenants"

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

early prepayment fee financial

"the applicable early prepayment fee"

going concern risk financial

"will resolve the going concern risk referenced"

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

FAQ

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

How many shares is Neuronetics (STIM) offering, and at what price?

Neuronetics priced 18,750,000 shares at $1.60 per share, with a 30-day option for underwriters to purchase up to 2,812,500 additional shares at the public offering price less underwriting discounts and commissions. All shares in the offering are being sold by the company.

How much will Neuronetics (STIM) receive from the offering?

Gross proceeds are expected to be approximately $30 million before underwriting discounts, commissions and other offering expenses. Estimated net proceeds are approximately $27.7 million, or $31.9 million if the underwriters exercise their option in full. Neuronetics intends to use a portion of net proceeds to repay term loans and for general corporate purposes.

What are the conditions for Neuronetics’ credit amendment?

Amendment No. 6 includes a prepayment condition of no less than $15,000,000, plus accrued but unpaid interest, the applicable early prepayment fee and amendment fee, and lenders’ costs and expenses. If the conditions are not satisfied or waived on or before November 30, 2026, the amendment automatically terminates.

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

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false 0001227636 0001227636 2026-11-10 2026-11-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 10, 2026

NEURONETICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38546		33-1051425
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3222 Phoenixville Pike, Malvern, PA		19355
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (877) 600-7555

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol (s)		Name on each exchange on which registered
Common Stock ($0.01 par value)		STIM		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On November 10, 2026, Neuronetics, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with William Blair & Company, L.L.C. (“William Blair”), as representative of the underwriters named in Schedule I attached thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 18,750,000 shares (the “Firm Securities”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a price to the public of $1.60 per share (the “Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable in whole or in part, at any time for a period of 30 days from the date of the Underwriting Agreement, to purchase an additional 2,812,500 shares of Common Stock (the “Optional Securities,” and together with the Firm Securities, the “Securities”) on the same terms and conditions as the Common Stock sold in the offering. The Company expects the Offering to close on November 12, 2026, subject to the satisfaction of customary closing conditions. All Securities in the Offering are being sold by the Company.

The Company estimates that the net proceeds to the Company from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $27.7 million (or $31.9 million if the Underwriters’ option to purchase the Optional Securities is exercised in full). The Company intends to use a portion of the net proceeds from the Offering to repay a portion of the outstanding term loans under the Credit Agreement and Guaranty, as amended, with Perceptive Credit Holdings IV, LP (the “Perceptive Facility”), and for general corporate purposes, including but not limited to sales and marketing, research and development activities, financing of potential acquisitions or establishment of healthcare practices, purchases of inventory, general and administrative matters, working capital and capital expenditures. A portion of the amounts expected to be repaid under the Perceptive Facility is attributable to the $10,000,000 of term loans the Company borrowed under tranche 2 of the Perceptive Facility on August 1, 2025. In March 2026, the Company prepaid $5,000,000 of such tranche 2 term loans. As of September 30, 2026, $65 million in aggregate principal amount was outstanding under the Perceptive Facility. The Perceptive Facility matures on July 25, 2029 and, as of September 30, 2026, the interest rate of the Perceptive Facility was 11.5%.

The Offering is being made pursuant to a prospectus supplement dated November 10, 2026 and filed with the SEC on November 12, 2026 (the “Prospectus Supplement”) and an accompanying base prospectus that forms a part of the registration statement on Form S-3, as amended (File No. 333-288526), declared effective on July 18, 2025.

The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement. The foregoing description of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

A copy of the legal opinion of Ballard Spahr LLP, relating to the legality of the issuance and sale of the Securities in the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01 Other Events.

On November 10, 2026, the Company issued a press release announcing the launch of the Offering, and, on November 10, 2026, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.

“Safe harbor” statement under the Private Securities Litigation Reform Act of 1995:

Certain statements in this report, including the documents incorporated by reference herein, include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which are intended to be covered by the safe harbors created by those laws and other applicable laws and “forward-looking information” within the meaning of applicable Canadian securities laws. Statements in this report that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terms such as “may,” “will,” “would,” “should,” “expect,” “plan,” “design,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “outlook” or “continue” as well as the negative of these terms and similar expressions. These statements include those relating to the Company’s business outlook and current expectations for upcoming quarters and fiscal year 2026 including with respect to revenue, expenses, and growth, the satisfaction of the conditions precedent to the effectiveness of Amendment No. 6 to the Perceptive Facility, the anticipated closing of the Offering, the amount of proceeds expected from the Offering, and any statements of assumptions underlying any of the foregoing items. These statements are subject to significant risks and uncertainties and actual results could differ materially from those projected. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this report. These risks and uncertainties include, without limitation, risks and uncertainties related to: the effect of the transaction with Greenbrook TMS Inc. on our business relationships; operating results and business generally; our ability to execute our business strategy; our ability to achieve or sustain profitable operations due to our history of losses; our reliance on the sale and usage of our NeuroStar Advanced Therapy System to generate revenues; the scale and efficacy of our salesforce; our ability to retain talent; availability of coverage and reimbursement from third-party payors for treatments using our products and services; physician and patient demand for treatments using our products and services; developments in respect of competing technologies and therapies for the indications that our products and services treat; product defects; our ability to obtain and maintain intellectual property protection for our technology; developments in clinical trials or regulatory review of the NeuroStar Advanced Therapy System for additional indications; developments in regulation in the U.S. and other applicable jurisdictions; potential effects of evolving and/or extensive government regulation; the terms of our credit facility, including our ability to satisfy the conditions precedent to Amendment No. 6 to the Perceptive Facility on or before November 30, 2026; our self-sustainability; existing cash balance; our ability to achieve positive cash flows; and our ability to continue as a going concern. For a discussion of these and other related risks, please refer to the Company’s recent filings with the SEC, which are available on the SEC’s website at www.sec.gov, including, without limitation, the factors described under the heading “Risk Factors” in Neuronetics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as may be updated or supplemented by subsequent reports that Neuronetics has filed or files with the SEC. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this report. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this report as a result of new information, future events, or changes in the Company’s expectations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
1.1		Underwriting Agreement, dated as of November 10, 2026, by and between Neuronetics, Inc. and William Blair & Company, L.L.C.
5.1		Opinion of Ballard Spahr LLP
23.1		Consent of Ballard Spahr LLP (contained in Exhibit 5.1 above)
99.1		Press release issued by Neuronetics, Inc. on November 10, 2026
99.2		Press release issued by Neuronetics, Inc. on November 10, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				NEURONETICS, INC.
				(Registrant)
Date: November 12, 2026				By:		/s/ Nir Naor
				Name:		Nir Naor
				Title:		Executive Vice President, Chief Financial Officer, Corporate Secretary, and Treasurer

Exhibit 99.1

Neuronetics Announces Proposed Public Offering of Common Stock

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

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

Perceptive Credit Amendment

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

The shares are being offered by Neuronetics pursuant to a shelf registration statement on Form S-3 (Registration No. 333-288526) that was filed with the Securities and Exchange Commission (the “SEC”) on July 3, 2025 and declared effective by the SEC on July 18, 2025. The offering will be made only by means of a prospectus supplement and accompanying prospectus that form part of the registration statement. A preliminary

prospectus supplement and accompanying prospectus relating to, and describing the terms of, the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. A copy of the preliminary prospectus supplement and the accompanying prospectus relating to this offering, when available, may be obtained by contacting: William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, by telephone at (800) 621-0687, or by email at prospectus@williamblair.com. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Neuronetics

Neuronetics, Inc. is a leader in interventional mental health, combining innovative treatment technologies with direct patient care. Through its NeuroStar^® Advanced Therapy system, the company is a leading provider of transcranial magnetic stimulation (“TMS”) treatment and, through Greenbrook, operates one of the largest interventional psychiatry clinic networks in the United States, offering both TMS and SPRAVATO^® therapies. NeuroStar Advanced Therapy is a non-drug, noninvasive treatment that can improve the quality of life for people suffering from neurohealth conditions when traditional medication has not helped. NeuroStar Advanced Therapy is the leading TMS treatment for major depressive disorder (“MDD”) in adults and is backed by what we believe is the largest clinical data set of any TMS treatment system for depression. Greenbrook treatment centers also offer SPRAVATO^® (esketamine) Nasal Spray, a prescription medicine indicated for the treatment of treatment-resistant depression in adults as monotherapy or in conjunction with an oral antidepressant. It is also indicated for depressive symptoms in adults with MDD with acute suicidal ideation or behavior in conjunction with an oral antidepressant.¹

The NeuroStar Advanced Therapy System is cleared by the U.S. Food and Drug Administration for adults with MDD, as an adjunct for adults with obsessive-compulsive disorder, to decrease anxiety symptoms in adult patients with MDD that may exhibit comorbid anxiety symptoms (anxious depression), and as a first line adjunct for the treatment of MDD in adolescent patients aged 15-21. For safety information and indications for use, visit NeuroStar.com.

Safe Harbor / Forward-Looking Statements

Certain statements in this press release include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws and other applicable laws and “forward-looking information” within the meaning of applicable Canadian securities laws. Statements in

this press release that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terms such as “may,” “will,” “would,” “should,” “expect,” “plan,” “design,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “outlook” or “continue” as well as the negative of these terms and similar expressions. Forward-looking statements in this press release include, but are not limited to, the intended use of proceeds, including the prepayment of a portion of the outstanding term loans under the Perceptive Facility, the satisfaction of the conditions precedent to the effectiveness of the Perceptive Sixth Amendment, the filing of the preliminary prospectus supplement and the accompanying prospectus relating to the offering and the completion of the offering on the anticipated terms or at all. There can be no assurance that this offering will close or that the Company will receive the net proceeds therefrom. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those projected, including market conditions and satisfaction of customary closing conditions for the offering and our ability to satisfy the conditions precedent to the Perceptive Sixth Amendment on or before November 30, 2026. Other risks and uncertainties include, without limitation, risks and uncertainties related to: the effect of the transaction with Greenbrook on our business relationships; operating results and business generally; our ability to execute our business strategy; our ability to achieve or sustain profitable operations due to our history of losses; our reliance on the sale and usage of our NeuroStar Advanced Therapy System to generate revenues; the scale and efficacy of our salesforce; our ability to retain talent; availability of coverage and reimbursement from third-party payors for treatments using our products; physician and patient demand for treatments using our products and services; developments in respect of competing technologies and therapies for the indications that our products and services treat; product defects; our ability to obtain and maintain intellectual property protection for our technology; developments in clinical trials or regulatory review of the NeuroStar Advanced Therapy System for additional indications; developments in regulation in the U.S. and other applicable jurisdictions; potential effects of evolving and/or extensive government regulation; the terms of our credit facility; our self-sustainability; existing cash balance; our ability to achieve positive cash flows; and our ability to continue as a going concern. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this press release. For a discussion of these and other related risks, please refer to the Company’s recent filings with the U.S. Securities and Exchange Commission, which are available on the SEC’s website at www.sec.gov, including, without limitation, the factors described under the heading “Risk Factors” in Neuronetics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as may be updated or supplemented by subsequent reports that Neuronetics has filed or files with the SEC. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this press release. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events, or changes in the Company’s expectations.

Investor Contact:

Mark Klausner

ICR Healthcare

443-213-0499

ir@neuronetics.com

Media Contact:

EvolveMKD

646-517-4220

NeuroStar@evolvemkd.com

References

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

Exhibit 99.2

Neuronetics Announces Pricing of $30 Million Underwritten Public Offering of Common Stock

MALVERN, Pa., November 10, 2026 – Neuronetics, Inc. (NASDAQ: STIM) (the “Company”) today announced the pricing of its previously announced underwritten public offering of its common stock, comprised of 18,750,000 shares of common stock at a public offering price of $1.60 per share. The gross proceeds to the Company from this offering are expected to be approximately $30 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

The Company also granted the underwriters a 30-day option to purchase up to an additional 2,812,500 shares of common stock at the public offering price per share, less underwriting discounts and commissions. All of the shares in the offering are being sold by the Company. The Company intends to use a portion of the net proceeds from this offering to repay a portion of the outstanding term loan under the Company’s Credit Agreement and Guaranty, as amended, with Perceptive Credit Holdings IV, LP (the “Credit Facility”), and for general corporate purposes, including but not limited to sales and marketing, research and development activities, financing of potential acquisitions or establishment of healthcare practices, purchases of inventory, general and administrative matters, working capital and capital expenditures. The offering is expected to close on or about November 12, 2026, subject to the satisfaction of customary closing conditions.

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

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

A shelf registration statement relating to the common stock being sold in this offering was previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 3, 2025, and was declared effective on July 18, 2025. The offering is being made only by means of a prospectus supplement and the accompanying prospectus that form part of the registration statement. A preliminary prospectus supplement relating to and

describing the terms of the offering and accompanying prospectus has been filed with the SEC and is available on the SEC’s website located at http://www.sec.gov. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. When available, copies of the final prospectus supplement and accompanying prospectus can be obtained from William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, by telephone at (800) 621-0687, or by email at prospectus@williamblair.com. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Neuronetics

Neuronetics, Inc. is a leader in interventional mental health, combining innovative treatment technologies with direct patient care. Through its NeuroStar Advanced Therapy System, the Company is a leading provider of transcranial magnetic stimulation (“TMS”) treatment and, through Greenbrook TMS Inc. (“Greenbrook”), operates one of the largest interventional psychiatry clinic networks in the United States, offering both TMS and SPRAVATO^® therapies. NeuroStar Advanced Therapy is a non-drug, noninvasive treatment that can improve the quality of life for people suffering from neurohealth conditions when traditional medication has not helped. NeuroStar Advanced Therapy is the leading TMS treatment for major depressive disorder (“MDD”) in adults and is backed by what we believe is the largest clinical data set of any TMS treatment system for depression. Greenbrook treatment centers also offer SPRAVATO (esketamine) nasal spray, a prescription medicine indicated for the treatment of treatment-resistant depression (“TRD”) in adults as monotherapy or in conjunction with an oral antidepressant. It is also indicated for depressive symptoms in adults with MDD with acute suicidal ideation or behavior in conjunction with an oral antidepressant.¹

The NeuroStar Advanced Therapy System is cleared by the U.S. Food and Drug Administration for adults with MDD, as an adjunct for adults with obsessive-compulsive disorder, to decrease anxiety symptoms in adult patients with MDD that may exhibit comorbid anxiety symptoms (anxious depression), and as a first line adjunct for the treatment of MDD in adolescent patients aged 15-21. For safety information and indications for use, visit NeuroStar.com.

Safe Harbor / Forward-Looking Statements

Certain statements in this press release include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws and other applicable laws and “forward-looking

information” within the meaning of applicable Canadian securities laws. Statements in this press release that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terms such as “may,” “will,” “would,” “should,” “expect,” “plan,” “design,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “outlook” or “continue” as well as the negative of these terms and similar expressions. Forward-looking statements in this press release include, but are not limited to, statements regarding the filing of the final prospectus supplement and the accompanying prospectus relating to the offering, anticipated closing of the offering, the gross proceeds, the intended use of proceeds, including the prepayment of a portion of the outstanding term loan under the Credit Facility with Perceptive Credit Holdings IV, LP, the satisfaction of the conditions precedent to the effectiveness of the Perceptive Sixth Amendment, and the completion of the offering on the anticipated terms or at all. There can be no assurance that this offering will close or that the Company will receive the net proceeds therefrom. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those projected, including the anticipated timing of the offering, market conditions and satisfaction of customary closing conditions for the offering and our ability to satisfy the conditions precedent to the Perceptive Sixth Amendment on or before November 30, 2026. Other risks and uncertainties include, without limitation, risks and uncertainties related to: the effect of the transaction with Greenbrook on our business relationships; operating results and business generally; our ability to execute our business strategy; our ability to achieve or sustain profitable operations due to our history of losses; our reliance on the sale and usage of our NeuroStar Advanced Therapy System to generate revenues; the scale and efficacy of our salesforce; our ability to retain talent; availability of coverage and reimbursement from third-party payors for treatments using our products; physician and patient demand for treatments using our products and services; developments in respect of competing technologies and therapies for the indications that our products and services treat; product defects; our ability to obtain and maintain intellectual property protection for our technology; developments in clinical trials or regulatory review of the NeuroStar Advanced Therapy System for additional indications; developments in regulation in the U.S. and other applicable jurisdictions; potential effects of evolving and/or extensive government regulation; the terms of our credit facility; our self-sustainability; existing cash balance; our ability to achieve positive cash flows; and our ability to continue as a going concern. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this press release. For a discussion of these and other related risks, please refer to the Company’s recent filings with the U.S. Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov, including, without limitation, the factors described under the heading “Risk Factors” in Neuronetics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as may be updated or supplemented by subsequent reports that Neuronetics has filed or files with the SEC. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this press release. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events, or changes in the Company’s expectations.

Investor Contact:

Mark Klausner

ICR Healthcare

443-213-0499

ir@neuronetics.com

Media Contact:

EvolveMKD

646-517-4220

NeuroStar@evolvemkd.com

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 15.7 KB
• EX-99.2 EX-99.2 14.4 KB

Other Documents

• EX-1.1 EX-1.1 140.0 KB
• EX-5.1 EX-5.1 28.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB