Madryn Reports Rule 144 Sales; Holds 31.4% of STIM After Amendment

Rhea-AI Filing Summary

Madryn and affiliated funds report beneficial ownership of 20,737,061 shares of Neuronetics, Inc. common stock, representing approximately 31.4% of the outstanding shares based on 66,124,820 shares outstanding as of July 31, 2025. The Schedule 13D/A amends a prior filing and consolidates holdings across multiple Madryn entities and advisers while clarifying that Madryn and the advisors may be deemed to have indirect beneficial ownership through their advisory and partnership roles.

The amendment also discloses executed sales: MHP II, MHP II Cayman and MSO sold specified tranches of shares under Rule 144 at about $3.72 per share, and it notes that Covered Persons generally disclaim beneficial ownership except that Avinash Amin holds 12,500 shares (<1%) directly.

Positive

• Material stake disclosed: Reporting persons beneficially own 20,737,061 shares, representing 31.4% of outstanding common stock.
• Detailed transaction disclosure: The Amendment specifies sales executed under Rule 144, including share counts and an approximate $3.72 per share sale price, improving transparency.

Negative

• None.

Insights

Financial Analyst

TL;DR: Madryn controls a material 31.4% economic stake, creating potential influence but outcomes remain uncertain.

The filing shows aggregate beneficial ownership of 20,737,061 shares (31.4%), a materially large position relative to the 66.1 million shares outstanding used for the calculation. That size is investment‑relevant because it can affect voting outcomes and strategic options for Neuronetics. The Amendment also records sales executed under Rule 144 at ~$3.72 per share, which are important to model for free float and near-term supply. No additional operational or financial forecasts are provided in the filing.

Corporate Governance Expert

TL;DR: A consolidated 31.4% ownership by related funds is governance‑material and warrants board engagement awareness.

The Schedule 13D/A consolidates voting and dispositive power across multiple Madryn entities and discloses joint filing arrangements, indicating coordinated ownership and potential for collective influence on corporate governance. The filing explicitly states that Covered Persons disclaim beneficial ownership except for a small direct holding by one individual, preserving formal separation while confirming practical shared power. The disclosure of specific Rule 144 sales clarifies recent liquidity actions by the funds.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Neuronetics, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

64131A105

(CUSIP Number)

Matthew Girandola, CCO
330 Madison Avenue, Floor 33
New York, NY, 10017
(646) 560-5490

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 64131A105

1

Name of reporting person

MADRYN ASSET MANAGEMENT, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 20,737,061.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 20,737,061.00

11

Aggregate amount beneficially owned by each reporting person

20,737,061.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.4 %

14

Type of Reporting Person (See Instructions)

PN, IA

SCHEDULE 13D

CUSIP No. 64131A105

1

Name of reporting person

MADRYN HEALTH PARTNERS II, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,142,351.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,142,351.00

11

Aggregate amount beneficially owned by each reporting person

1,142,351.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 64131A105

1

Name of reporting person

MADRYN HEALTH PARTNERS II (CAYMAN MASTER), LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,333,542.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,333,542.00

11

Aggregate amount beneficially owned by each reporting person

17,333,542.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 64131A105

1

Name of reporting person

MADRYN HEALTH ADVISORS II, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,475,893.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,475,893.00

11

Aggregate amount beneficially owned by each reporting person

18,475,893.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 64131A105

1

Name of reporting person

MADRYN HEALTH ADVISORS GP II, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,475,893.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,475,893.00

11

Aggregate amount beneficially owned by each reporting person

18,475,893.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 64131A105

1

Name of reporting person

MADRYN SELECT OPPORTUNITIES, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,261,168.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,261,168.00

11

Aggregate amount beneficially owned by each reporting person

2,261,168.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 64131A105

1

Name of reporting person

MADRYN SELECT ADVISORS, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,261,168.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,261,168.00

11

Aggregate amount beneficially owned by each reporting person

2,261,168.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 64131A105

1

Name of reporting person

MADRYN SELECT ADVISORS GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,261,168.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,261,168.00

11

Aggregate amount beneficially owned by each reporting person

2,261,168.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

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. 1 (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 31.4% of the outstanding shares of Common Stock. All calculations of percentage ownership in this Schedule 13D are based on 66,124,820 shares of Common Stock outstanding as of July 31, 2025, as reported on the Company's Form 10-Q for the quarter ending June 30, 2025 and filed with the U.S. Securities and Exchange Commission on August 5, 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)	On August 8, 2025, MHP II, MHP II Cayman, and MSO sold 192,806, 2,925,554, and 381,640 shares of Common Stock, respectively, in each case at a price per share of approximately $3.72 in a transaction pursuant Rule 144 under the Securities Act of 1933, as amended. 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

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MADRYN ASSET MANAGEMENT, LP

Signature:	/s/ Matthew Girandola
Name/Title:	Matthew Girandola / Chief Compliance Officer
Date:	08/12/2025

MADRYN HEALTH PARTNERS II, LP

Signature:	/s/ Matthew Girandola
Name/Title:	Matthew Girandola / Chief Compliance Officer
Date:	08/12/2025

MADRYN HEALTH PARTNERS II (CAYMAN MASTER), LP

Signature:	/s/ Matthew Girandola
Name/Title:	Matthew Girandola / Chief Compliance Officer
Date:	08/12/2025

MADRYN HEALTH ADVISORS II, LP

Signature:	/s/ Matthew Girandola
Name/Title:	Matthew Girandola / Chief Compliance Officer
Date:	08/12/2025

MADRYN HEALTH ADVISORS GP II, LLC

Signature:	/s/ Matthew Girandola
Name/Title:	Matthew Girandola / Chief Compliance Officer
Date:	08/12/2025

MADRYN SELECT OPPORTUNITIES, LP

Signature:	/s/ Matthew Girandola
Name/Title:	Matthew Girandola / Chief Compliance Officer
Date:	08/12/2025

MADRYN SELECT ADVISORS, LP

Signature:	/s/ Matthew Girandola
Name/Title:	Matthew Girandola / Chief Compliance Officer
Date:	08/12/2025

MADRYN SELECT ADVISORS GP, LLC

Signature:	/s/ Matthew Girandola
Name/Title:	Matthew Girandola / Chief Compliance Officer
Date:	08/12/2025

Comments accompanying signature:

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named above agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock.

FAQ

What stake does Madryn report in Neuronetics (STIM)?

Madryn and affiliated funds report beneficial ownership of 20,737,061 shares, equal to approximately 31.4% of common stock based on 66,124,820 shares outstanding.

Did the reporting persons sell any Neuronetics shares recently?

Yes. On Aug 8, 2025 MHP II sold 192,806 shares, MHP II Cayman sold 2,925,554 shares, and MSO sold 381,640 shares, each at about $3.72 per share under Rule 144.

Does any individual Covered Person hold shares directly?

Yes. The filing states Avinash Amin directly owns 12,500 shares, representing <1% of outstanding common stock; other Covered Persons are reported to disclaim direct beneficial ownership.

What does the Amendment change from the original Schedule 13D?

The document is identified as Amendment No. 1 to the Schedule 13D originally filed on December 17, 2024 and incorporates updated ownership and transaction information for the reporting persons.

Who signed the Schedule 13D/A for the reporting persons?

The statements are signed on behalf of the reporting persons by Matthew Girandola, Chief Compliance Officer, for the listed Madryn entities.