| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Neuronetics, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
3222 Phoenixville Pike, Malvern,
PENNSYLVANIA
, 19355. |
Item 1 Comment:
This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission on December 17, 2024 (the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.
The Reporting Persons beneficially own in the aggregate 20,737,061 shares of Common Stock, which represents approximately 30.3% of the outstanding shares of Common Stock. All calculations of percentage ownership in this Schedule 13D are based on 68,485,922 shares of Common Stock outstanding as of October 29, 2025, as reported on the Company's Form 10-Q for the quarter ending September 30, 2025 and filed with the U.S. Securities and Exchange Commission on November 4, 2025.
Each of the Funds directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Madryn, as the investment advisor for each of the Funds; MHA II LP, as the general partner for each of MHP II and MHP II Cayman; MSA LP, as the general partner for MSO; MHA GP II LLC, as the general partner for MHA II LP; and MSA GP LLC, as the general partner for MSA LP, may each be deemed to have the shared power to direct the voting and disposition of shares of Common Stock beneficially owned by the Funds and, consequently, Madryn and the Advisors may be deemed to possess indirect beneficial ownership of such shares. Madryn and the Advisors disclaim beneficial ownership of such shares for all other purposes.
The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference.
To the knowledge of the Reporting Persons, none of the Covered Persons owns any shares of Common Stock, except that Avinash Amin owns 12,500 shares of Common Stock, which represents less than 1% of the outstanding shares of Common Stock, and over which he has sole voting and dispositive power; provided, however, that because of each Covered Persons' status as a director, executive officer, manager, member or partner of a Reporting Person, a Covered Person may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by such Reporting Person. Each of the Covered Persons disclaims beneficial ownership of the shares of the Common Stock reported herein and the filing of this Statement shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this Statement. |
| (b) | The information set forth above in Item 5(a) is incorporated herein by reference. |
| (c) | Except as described herein, none of the Reporting Persons or, to their knowledge, none of the Covered Persons, has had any transactions in the Common Stock during the past 60 days |
| (d) | Except as set forth herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock. |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information set forth in Item 3 of this Statement is hereby incorporated by reference into this Item 6.
Registration Rights Agreement
Simultaneously with the execution of the Arrangement Agreement, the Company and Madryn and its affiliates party thereto (the "Madryn Parties") entered into a Registration Rights Agreement (as amended by that certain Amendment No. 1 to the Registration Rights Agreement, dated as of November 1, 2024, and that certain Amendment No. 2 to the Registration Rights Agreement, dated as of March 2, 2026, the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Madryn Parties are entitled to certain registration rights in respect of the Consideration Shares (as defined in the Registration Rights Agreement) that the Madryn Parties received upon consummation of the Arrangement Agreement. In addition, the Madryn Parties have certain "piggyback" rights if the Company or other holders of Common Stock undertake a registration, subject to customary cutbacks. In addition, the Madryn Parties agreed to not acquire any additional equity securities or debt securities convertible into the Company's equity.
On March 2, 2026, the Company and the Madryn Parties executed an Amendment No. 2 to the Registration Rights Agreement (the "Second Amendment"). Pursuant to the Second Amendment, (i) if the Company receives a Shelf Notice (as defined in the Registration Rights Agreement) after the effective date of the Second Amendment, the Company will prepare and file a Registration Statement covering resale from time to time of all Registrable Securities (as defined in the Registration Rights Agreement) then beneficially owned by the Madryn Parties as promptly as practicable and in any event within five (5) business days after the date the Company files its Annual Report on Form 10-K for the year ended December 31, 2025 and (ii) the Madryn Parties agree at the 2026 annual meeting of the Company to vote all shares of Common Stock owned by the Madryn Parties in accordance with the voting recommendation of the Board of Directors of the Company on certain proposals as further described in the Second Amendment.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Registration Rights Agreement, Amendment No. 1 to the Registration Rights Agreement, and the Second Amendment, which are attached as Exhibits 99.3, 99.4, and 99.5 respectively, to this Statement and are incorporated herein by reference.
Joint Filing Agreement
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, and any amendments hereto, which agreement is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Except as described above and herein in this Statement, there are no other contracts, understandings or relationships (legal or otherwise) among the parties named in Item 2 hereto and between such persons and any person with respect to any of the Common Stock owned by the Funds. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.1 Joint Filing Agreement, dated December 17, 2024 (incorporated by reference to Exhibit 99.1 of Madryn's Schedule 13D filed on December 17, 2024).
Exhibit 99.2 Arrangement Agreement, dated August 11, 2024, by and between the Company and Greenbrook (incorporated by reference to Exhibit 2.1 of the Company's Form 8-K filed on August 13, 2024).
Exhibit 99.3 Form of Registration Rights Agreement, dated August 11, 2024 (incorporated by reference to Exhibit 10.4 of the Company's Form 8-K filed on August 13, 2024).
Exhibit 99.4 Amendment No. 1 to the Registration Rights Agreement, dated November 1, 2024, by and among the Company and the Funds (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on November 1, 2024).
Exhibit 99.5 Amendment No. 2 to the Registration Rights Agreement, dated March 2, 2026, by and among the Company and the Funds (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on March 2, 2026). |
