Neuronetics amends Perceptive credit line, gains $10M cash, adds warrants

Rhea-AI Filing Summary

Neuronetics, Inc. (STIM) filed an 8-K on 5-Aug-2025 announcing Amendment No. 3 to its July 2024 Credit Agreement with Perceptive Credit Holdings IV.

• Immediate liquidity: the amendment allows the company to draw a $10 million Tranche 2A term loan on the execution date (1-Aug-2025).
• Covenant relief: the minimum cash/liquidity requirement is reduced to $2 million through 30-Sep-2026, giving the company additional flexibility.
• Equity sweetener: Perceptive receives a warrant for 225,000 common shares; exercise terms were not disclosed in the filing.

Items 2.02 and 7.01 merely furnish (not file) the company’s Q2-25 earnings press release (Ex. 99.1) and an investor presentation (Ex. 99.2); no financial figures are included in this document.

Exhibits disclosed are: 10.1 (Amendment), 99.1 (press release), 99.2 (presentation) and 104 (iXBRL cover).

Positive

• $10 million incremental term loan immediately strengthens cash position.
• Reduced liquidity covenant to $2 million enhances financial flexibility through 30-Sep-2026.

Negative

• 225,000-share warrant introduces potential equity dilution.
• Additional secured debt increases leverage and future interest obligations.

Insights

Financial Analyst

TL;DR: $10 m draw plus lower cash covenant boosts near-term liquidity but adds leverage and share dilution.

The extra $10 million immediately strengthens cash reserves and, together with a $2 million floor, eases short-term solvency pressure. However, incremental debt raises interest expense while the 225 k-share warrant introduces dilution. Net impact skews mildly positive for runway extension but neutral to slightly negative for equity value depending on warrant strike and future capital needs. Overall, the amendment buys time ahead of management’s goal to reach cash-flow breakeven in Q3-25 (referenced in forward-looking statements), yet signals that internal cash generation remains challenging.

Credit Analyst

TL;DR: Covenant step-down reflects lender flexibility but indicates borrower liquidity strain.

Lowering the minimum liquidity covenant from an unstated prior level to $2 million suggests Perceptive’s willingness to accommodate the issuer, likely to protect its existing position. The fresh $10 million tranche improves cash on hand but increases secured debt outstanding and could elevate leverage metrics. The attached warrant aligns lender upside with equity performance, typical for higher-risk credits. From a credit perspective the amendment is credit-neutral: liquidity improves in the near term, but overall leverage and potential dilution temper the benefit.

8-K Event Classification

4 items: 1.01, 2.02, 7.01, 9.01

4 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 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

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.

Understanding 8-K Material Events →

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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) August 5, 2025

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.

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

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))

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.

As previously disclosed, on July 25, 2024, Neuronetics, Inc. (the “Company”) entered into a Credit Agreement and Guaranty with Perceptive Credit Holdings IV, LP, (“Perceptive”) as collateral agent and other lenders defined in the agreement (the “Perceptive Facility”).

On August 1, 2025, the Company entered into Amendment No. 3 to Credit Agreement and Guaranty (the “Amendment”). The Amendment amends the Perceptive Facility to (i) permit the Company to borrow a Tranche 2A Loan in a principal amount of $10,000,000 on the date of the Amendment, (ii) lower the minimum liquidity balance requirement to $2,000,000 through September 30, 2026, and (iii) issue Perceptive a Warrant Certificate exercisable into 225,000 shares of the Company’s common stock.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

The Company issued a press release on August 5, 2025, announcing its financial results for the three months ended June 30, 2025. A copy of the press release is being furnished to the Securities and Exchange Commission (“SEC”) as Exhibit 99.1 to this report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished.

Item 7.01 Regulation FD Disclosure.

On August 5, 2025, the Company released a presentation (the “Presentation”) that it may present to certain investors. A copy of the Presentation is attached hereto as Exhibit 99.2. The information contained in Exhibit 99.2 is incorporated herein by reference.

The information in this report furnished pursuant to Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Exchange Act or the Securities Act whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished.

“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, 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 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 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 revenue has been concentrated among a small number of customers; 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; the terms of our credit facility; our ability to successfully roll-out our Better Me Provider Program on the planned timeline; our self-sustainability and existing cash balances; and our ability to achieve cash flow breakeven in the third quarter of 2025. 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, 2024, as 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
10.1		Amendment No. 3 to Credit Agreement and Guaranty, dated August 1, 2025
99.1		Press Release, dated August 5, 2025, of Neuronetics, Inc.
99.2		Company Presentation August 2025
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: August 5, 2025				By:		/s/ Steven E. Pfanstiel
				Name:		Steven E. Pfanstiel
				Title:		EVP, Chief Financial Officer and Treasurer

FAQ

What did Neuronetics (STIM) announce in its 8-K dated August 5 2025?

The company amended its Perceptive credit facility, securing a $10 m loan, lowering liquidity requirements to $2 m, and issuing a 225 k-share warrant.

How much new funding does the Amendment No. 3 provide Neuronetics?

It permits the company to draw a $10 million Tranche 2A term loan immediately.

What is the new minimum liquidity covenant for STIM under the amended credit agreement?

The minimum liquidity balance is reduced to $2 million through September 30 2026.

Will the amendment affect Neuronetics shareholders?

Yes, Perceptive receives a warrant for 225,000 common shares, which could dilute existing shareholders upon exercise.

Were Q2 2025 financial results included in this filing?

No. The filing only furnishes the press release (Ex. 99.1); financial figures are not contained within the 8-K text.