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  4. [8-K] Neuronetics, Inc. Reports Material Event

Neuronetics (STIM) appoints CFO Nir Naor and outlines executive separation terms

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Form Type
8-K

Rhea-AI Filing Summary

Neuronetics, Inc. announced executive leadership changes and related compensation arrangements. The Board appointed Nir Naor as Executive Vice President, Chief Financial Officer, and Treasurer, effective on or about July 23, 2026, under an offer letter providing a $480,000 base salary, a target annual bonus equal to 50% of base salary, and a grant of 500,000 Restricted Stock Units vesting over four years. If terminated without cause or if he resigns for good reason, he is entitled to 12 months of base salary, a prorated target bonus, and continued health coverage. The company also reported that W. Andrew Macan, Executive Vice President, Chief Legal Officer, and Corporate Secretary, will depart on August 15, 2026, receiving a retention bonus of $231,750, vesting of 164,361 RSUs, and a separation payment of $475,087.50 paid over 12 months; his departure is stated not to result from any dispute or disagreement.

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Filing Explained

The filing also discloses that Cory Anderson was promoted to Executive Vice President and General Manager of Greenbrook effective July 1, 2026, giving him expanded leadership responsibility for that business.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Retention bonus to W. Andrew Macan $231,750.00 Paid on the August 15, 2026 Separation Date under the Separation Agreement
RSUs vesting for W. Andrew Macan 164,361 Restricted Stock Units Retention award granted December 30, 2025, vesting on the Separation Date
Separation payment to W. Andrew Macan $475,087.50 Paid less taxes via regular payroll over 12 months following Separation Date
Nir Naor initial base salary $480,000 Annual base salary under offer letter as Executive Vice President, CFO, and Treasurer
Nir Naor target bonus 50% of base salary Discretionary annual cash bonus target under offer letter
RSUs granted to Nir Naor 500,000 Restricted Stock Units Inducement equity grant vesting over four years, subject to continued employment
Annual RSU vesting for Nir Naor 125,000 Restricted Stock Units Number of RSUs vesting on each of the first four anniversaries of start date
Severance period for Nir Naor 12 months Base salary continuation if terminated without cause or for good reason
Restricted Stock Units financial
"a grant of 500,000 Restricted Stock Units, with 125,000 of such units vesting"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
inducement grant financial
"Naor will receive an inducement grant of 500,000 restricted stock units"
An inducement grant is a stock-based reward given to a new hire—often options or restricted shares—used as a recruiting “signing bonus” to encourage someone to join a company and stay long enough to add value. Investors care because these grants can dilute existing shareholdings, change executive incentives and increase reported compensation costs, so they signal both management priorities and potential impacts on shareholder value.
good reason regulatory
"In the event of termination by the Company without cause or by Mr. Naor for good reason"
severance benefits financial
"Mr. Naor will be entitled to severance benefits, including 12 months of base salary"
NASDAQ Listing Rule 5635(c)(4) regulatory
"In accordance with NASDAQ Listing Rule 5635(c)(4), the grant was approved"
NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.
transcranial magnetic stimulation medical
"a leading provider of transcranial magnetic stimulation (TMS) treatment"
A noninvasive medical treatment that uses a changing magnetic field delivered through a coil placed near the head to stimulate specific areas of the brain, much like tapping a piano key to make a particular note play. Investors care because devices, clinical trial results, insurance coverage, and regulatory approvals determine commercial adoption and revenue potential for makers of the machines, clinics that offer the therapy, and related healthcare suppliers.

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

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FAQ

What executive leadership changes did Neuronetics (STIM) disclose in this 8-K?
Neuronetics disclosed that Nir Naor will become Executive Vice President, Chief Financial Officer, and Treasurer around July 23, 2026, and that W. Andrew Macan, Executive Vice President and Chief Legal Officer, will step down effective August 15, 2026, under a separation agreement.

What are the key compensation terms for new CFO Nir Naor at Neuronetics (STIM)?
Under his offer letter, Nir Naor receives a $480,000 initial annual base salary, is eligible for a discretionary annual cash bonus targeted at 50% of base salary, and is granted 500,000 Restricted Stock Units vesting in four equal annual installments, subject to continued employment.

What severance protections does Nir Naor have in his Neuronetics (STIM) offer letter?
If Neuronetics terminates Nir Naor without cause or he resigns for good reason, he is entitled to 12 months of base salary, a prorated target bonus, and continued health coverage, providing predefined compensation and benefits in a qualifying separation scenario.

What equity award structure did Neuronetics (STIM) grant to CFO Nir Naor?
Nir Naor was granted 500,000 Restricted Stock Units, with 125,000 units scheduled to vest on each of the first, second, third, and fourth anniversaries of his start date, all subject to his continued employment and the 2020 Inducement Incentive Plan terms.
false 0001227636 0001227636 2026-07-09 2026-07-09
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 9, 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)

  

(IRS 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)

 

 

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

 

☐

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

 

☐

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

 

☐

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

 

☐

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

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

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock ($0.01 par value)   STIM   The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

 

 
 

Item 5.02

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

(b) On July 17, 2026, Neuronetics, Inc. (the “Company”) and W. Andrew Macan, who has served as Executive Vice President, Chief Legal Officer, and Corporate Secretary and in various other similar capacities since January 21, 2020, entered into a Separation Agreement (the “Separation Agreement”). Mr. Macan’s Separation Date (as defined in the Separation Agreement) is August 15, 2026. On the Separation Date, Mr. Macan will be entitled to his retention bonus in the gross amount of $231,750.00 and the retention award granted to him by the Board of Directors of the Company (the “Board”) on December 30, 2025 in the amount of 164,361 Restricted Stock Units, which shall vest on the Separation Date. Mr. Macan will also be entitled to a Separation Payment in the amount of $475,087.50, minus taxes and withholdings payable on regularly scheduled payroll dates for a consecutive period of 12 months. Mr. Macan’s decision to enter into the Separation Agreement is not the result of any dispute or disagreement with the Company, the Company’s management, or the Company’s Board of Directors on any matter relating to the Company’s operations, policies, or practices.

The foregoing description of the terms of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

(c) On July 9, 2026, the Board appointed Nir Naor as the Company’s Executive Vice President, Chief Financial Officer, and Treasurer with an effective date on or about July 23, 2026.

There is no arrangement or understanding between Mr. Naor and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship between Mr. Naor and any of the Company’s directors or other executive officers. There are no related party transactions between Mr. Naor and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Naor, age 51, brings more than 20 years of finance and life sciences experience. Most recently, he served as Chief Financial Officer at Axogen, Inc. (NASDAQ: AXGN), a surgical solutions leader in peripheral nerve repair, where he helped the company achieve profitability and cash flow positivity within one year, contributing to the tripling of its market capitalization, from December 2023 to May 2025. Since 2023, Mr. Naor has served as a Board member and Audit Committee Chair of BrainStorm Cell Therapeutics (OTCQB: BCLI), a biotechnology company, developing therapies for neurodegenerative diseases. From October 2022 to November 2023, Mr. Naor held advisory and short-term CFO roles at a number of growth companies. From December 2021 to October 2022, Mr. Naor served as Chief Financial Officer at HMNC Brain Health. In 2021, Mr. Naor served as Chief Financial Officer at Arbor Pharmaceuticals, which was subsequently acquired by Azurity Pharmaceuticals. From 2017 to 2021, Mr. Naor served as Chief Financial Officer for the U.S. and Americas region at Molnlycke Health Care, a global medtech company. Earlier in his career, he held senior finance leadership roles at UCB and AstraZeneca across the U.S. and Europe, after serving as an investment banker, working as an auditor with KPMG, and practicing commercial law. Mr. Naor holds a Master of Business Administration from IMD Business School in Switzerland, a master’s degree in law (LL.M.) from Hamburg University in Germany, and bachelor’s degrees in law (LL.B.) and in accounting from the Tel-Aviv University in Israel. Mr. Naor is also a CFA® charterholder.

The Company has entered into an offer letter with Mr. Naor, dated July 10, 2026, with an anticipated start date of July 23, 2026 (the “Offer Letter”). Under the terms of the Offer Letter, Mr. Naor will receive an initial annual base salary of $480,000 and will be eligible for a discretionary annual cash bonus targeted at 50% of his then-current base salary. In addition, Mr. Naor will receive a grant of 500,000 Restricted Stock Units, with 125,000 of such units vesting in substantially equal installments on the first, second, third and fourth anniversaries of Mr. Naor’s start date subject to Mr. Naor’s continued employment with the Company on each such vesting date, and in all cases subject to the terms of the Company’s 2020 Inducement Incentive Plan. In the event of termination by the Company without cause or by Mr. Naor for good reason, Mr. Naor will be entitled to severance benefits, including 12 months of base salary, a prorated target bonus, and continued health coverage.

 

The foregoing summary of the Offer Letter is not complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Mr. Naor has also entered into the Company’s executive indemnification agreement, executive restrictive covenant and severance agreement, and restrictive covenant and invention assignment agreement, and confidential information and invention assignment agreement substantially in the forms of the Company’s form of agreements.

 

Item 7.01

Regulation FD Disclosure.

On July 20, 2026, the Company issued a press release announcing the appointment of Mr. Naor as Executive Vice President, Chief Financial Officer, and Treasurer, the prior promotion of Cory Anderson to the title of Executive Vice President, General Manager of Greenbrook, and the departure of Mr. Macan.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

    Description
10.1    Offer Letter, effective as of July 10, 2026, by and between the Company and Nir Naor.
10.2    Separation Agreement dated July 17, 2026 by and between the Company and W. Andrew Macan.
99.1    Press Release dated July 20, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURES

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.

 

Date: July 20, 2026   NEURONETICS, INC.
    By:  

/s/ W. Andrew Macan

      W. Andrew Macan
      Executive Vice President, Chief Legal Officer, and Corporate Secretary

Exhibit 99.1

Neuronetics Appoints Nir Naor Chief Financial Officer; Announces Additional Management Changes

 

  •  

Nir Naor appointed Chief Financial Officer effective July 23, 2026, bringing more than 20 years of finance and life sciences experience

 

  •  

Cory Anderson promoted to Executive Vice President and General Manager, Greenbrook effective July 1, 2026

 

  •  

Andrew Macan to step down as Executive Vice President, Chief Legal Officer & Corporate Secretary, effective August 15, 2026

MALVERN, Pa., July 20, 2026 (GLOBE NEWSWIRE) -- Neuronetics, Inc. (NASDAQ: STIM), a leader in interventional mental health that combines its NeuroStar® TMS technology with direct patient care through the Greenbrook network of interventional psychiatry clinics, today announced that Nir Naor will be appointed Chief Financial Officer effective July 23, 2026.

“Nir is a proven leader who brings the financial discipline and rigor our strategy demands,” said Dan Reuvers, President and Chief Executive Officer of Neuronetics. “Across medical device and care-delivery models, he has consistently delivered profitable revenue growth and healthy cash flow while building high-performing teams and sharpening capital allocation. He is the ideal person to help us execute our strategy, expand access to our therapies, and improve the lives of the patients we serve.”

Naor brings more than 20 years of finance and life sciences experience. Most recently, he served as Chief Financial Officer of Axogen (NASDAQ: AXGN), a surgical solutions leader in peripheral nerve repair, where he helped the company achieve profitability and cash flow positivity within one year, contributing to the tripling of its market capitalization. Previously, he served as CFO of specialty pharmaceutical company Arbor Pharmaceuticals, where he led its sale to Azurity Pharmaceuticals, and as CFO of the U.S./Americas business of global medtech company Mölnlycke. Earlier in his career, he held senior finance leadership roles at UCB and AstraZeneca across the U.S. and Europe, after serving as an investment banker, working as an auditor with KPMG, and practicing commercial law. Naor is also a CFA® charterholder and has served as board member and advisor to emerging life sciences companies.

“Neuronetics stands at the forefront of neurohealth and operates a national network of clinics with significant potential”, said Naor. “The opportunity ahead is meaningful, and I am eager to work alongside Dan and the organization to strengthen the company’s balance sheet, drive greater operating leverage, and convert the business’s momentum into durable margins and attractive returns for shareholders. I look forward to helping unlock the full value of this platform.”

In connection with his employment, Naor will receive an inducement grant of 500,000 restricted stock units, with such units vesting in substantially equal installments on the first, second, third, and fourth anniversary of Naor’s start date, in all cases subject to Naor’s continued employment with the Company on each such vesting date, and in all cases subject to the terms of the company’s 2020 Inducement Incentive Plan. In accordance with NASDAQ Listing Rule 5635(c)(4), the grant was approved by the Compensation Committee of the company’s Board of Directors and was made as a material inducement to Naor’s employment with the company.

Also, in a Form 8-K filed with the U.S. Securities and Exchange Commission on June 23, 2026, the Company announced that Cory Anderson would be promoted to Executive Vice President and General Manager, Greenbrook effective July 1, 2026, reflecting the growth of the Greenbrook business and his expanded leadership responsibilities. Anderson has served at Neuronetics for more than five years, most recently as Senior Vice President, Chief Technology Officer and, before that, Senior Vice President, R&D and Clinical. He has over 20 years of medical technology experience with deep executive leadership across medical device companies. Before joining Neuronetics, he served as Vice President, Business Development and Marketing at Sebacia, and earlier held roles at The Innovation Factory and Accuitive Medical Ventures.

Reuvers stated, “Cory’s deep knowledge of interventional psychiatry and focus on operational excellence make him the ideal leader to continue advancing our clinic strategy and expanding access to patient care.”

Separately, Andrew Macan, Executive Vice President, Chief Legal Officer and Corporate Secretary, will step down effective August 15, 2026.

“Andy has been an integral part of the Neuronetics’ journey for many years. I have appreciated his help as I assumed leadership of the company and wish him well in his next endeavor,” said Reuvers.

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

Certain statements in this press release, including the documents incorporated by reference herein, include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, 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. These statements include those relating to the Company’s business outlook and current expectations for upcoming quarters and fiscal year 2026, including with respect to revenue, expenses, growth, and any statements of assumptions underlying any of the foregoing items. These statements are subject to significant risks and uncertainties and actual results could differ materially from those projected. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this press release. 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 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; 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 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 and existing cash balance; and our ability to achieve positive cash flows. 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 ending 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:

Mike Vallie or 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.

Source: View Original Filing on SEC EDGAR

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