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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): July 15, 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) |
(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
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 |
Name of each exchange |
||
| 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. |
(c) On July 15, 2025, the board of directors of Neuronetics, Inc. (the “Company”) appointed Steven Pfanstiel as the Company’s Executive Vice President, Chief Financial Officer, and Treasurer.
There is no arrangement or understanding between Mr. Pfanstiel and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship between Mr. Pfanstiel and any of the Company’s directors or other executive officers. There are no related party transactions between Mr. Pfanstiel and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Pfanstiel, age 52, most recently worked at Marinus Pharmaceuticals, a publicly traded pharmaceutical company specializing in rare diseases and neuroscience, from April 2021 through March 2025, where he most recently served as Chief Financial Officer and Chief Operating Officer. From April 2021 to March 2023, he served as Chief Financial Officer at Marinus Pharmaceuticals. From January 2020 to March 2021, Mr. Pfanstiel previously served as Vice President, Finance of LifeScan, Inc. (“LifeScan”), a medical device company focused on the diabetes market, where he was responsible for supporting LifeScan’s global commercial and development organizations, as well as its financial planning and analysis treasury functions. Before LifeScan, Mr. Pfanstiel served as Senior Director of FP&A at OptiNose, Inc. (“OptiNose”), a publicly traded specialty pharmaceutical company focused on diseases treated by ear, nose, and throat and allergy specialists, from February 2018 to January 2020. From July 2016 to February 2018, Mr. Pfanstiel served as Senior Director supporting Global Strategic Marketing for the DePuy Synthes Companies, a franchise of orthopedic and neurosurgery companies owned by Johnson & Johnson. Earlier in his career, Mr. Pfanstiel held various finance positions within Johnson & Johnson, including Janssen R&D, LifeScan, and Ethicon Endo-Surgery. Mr. Pfanstiel received his B.A. in Physics from Wabash College, his M.S. in Environmental Systems Engineering from Clemson University and his MBA from Indiana University, Kelley School of Business.
The Company has entered into an offer letter with Mr. Pfanstiel, effective as of July 15, 2025 (the “Offer Letter”). Under the terms of the Offer Letter, Mr. Pfanstiel 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. Pfanstiel received a grant of 400,000 restricted stock units, with 200,000 of such units vesting in substantially equal installments on the first, second, and third anniversary of Mr. Pfanstiel’s start date, and 200,000 of such units vesting substantially equal installments on the second, third, and fourth anniversary of Mr. Pfanstiel’s start date, in all cases subject to Mr. Pfanstiel’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. Pfanstiel for good reason, Mr. Pfanstiel 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. Pfanstiel 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 15, 2025, the Company issued a press release announcing the appointment of Mr. Pfanstiel as Executive Vice President, Chief Financial Officer, and Treasurer.
Additionally, the press release reaffirmed the Company’s previously announced financial guidance for the second quarter and full year 2025.
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 |
Exhibit Description | |
| 10.1 | Offer Letter, effective as of July 15, 2025, by and between the Company and Steven Pfanstiel. | |
| 99.1 | Press Release dated July 15, 2025. | |
| 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.
| NEURONETICS, INC. | ||||||
| Date: July 15, 2025 | By: | /s/ W. Andrew Macan |
||||
| Name: | W. Andrew Macan | |||||
| Title: | EVP, General Counsel, Chief Compliance Officer and Corporate Secretary | |||||
Exhibit 10.1
Revised July 9, 2025
Steven Pfanstiel
[Personal Address]
Email: [Email]
Dear Steve:
On behalf of everyone at Neuronetics, we are delighted at the prospect of you joining the team as Executive Vice President, Chief Financial Officer and Treasurer, reporting to Keith J. Sullivan, CEO and President. We are pleased to offer you employment with Neuronetics, Inc. on the following terms:
| 1. | Position. You will serve in a full-time capacity as Executive Vice President, Chief Financial Officer and Treasurer. You will report directly to Keith J. Sullivan, President & CEO. Your primary duties will be those consistent with your title. By signing this letter agreement, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company. As discussed, your anticipated start date will be July 15, 2025. |
| 2. | Salary. You will be compensated at a semi-monthly rate of $20,000, less applicable taxes and other withholdings, on the 15th and the last day of each month, or the business day prior if these are not a business day, based on an annualized base salary of $480,000 (the “Base Salary”). This salary will be paid in accordance with the Company’s standard payroll practices for salaried employees and will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time. |
| 3. | Bonus. You will be eligible to receive a discretionary cash bonus equal to a percentage of your annual Base Salary (the “Incentive Bonus”), which Incentive Bonus will be payable based on the financial performance of the Company, the attainment of certain corporate and departmental goals and your personal performance. The amount of such Incentive Bonus will be determined in the sole discretion of the Board of Directors of the Company (the “Board”) or the Compensation Committee thereof. The Incentive Bonus, payable in 2026 is targeted at 50% of your actual salary earned in 2025. The Incentive Bonus may be increased or decreased dependent upon the attainment of certain corporate, departmental and personal performance measures, as defined by you and Keith Sullivan. You must be employed on the date that bonuses are paid to receive a bonus. |
| 4. | Sign On Bonus: You will also receive a $10,000 sign-on bonus, less applicable taxes, payable with the normal payroll on July 31, 2025. Should you voluntarily terminate employment with the company before July 31, 2026, you will be required to forfeit the sign-on bonus and return the net value you received to the company. |
| 5. | Benefits. You will also be eligible to participate in Neuronetics’ benefits plans (which include medical, dental, and prescription drug coverage, vision insurance, life insurance, long and short-term disability insurance, and flexible spending accounts) subject to applicable law, plan eligibility criteria and employee contribution requirements pertaining to specific benefit plans. Your medical, dental, vision and prescription drug benefits, as well as group term life and long and short-term disability insurance, will begin on the first day of the month, following 60 days of employment should you elect to participate. You may also choose to participate in the Neuronetics, Inc. 401(k) Plan upon satisfying eligibility requirements. Subject to the terms of the Restrictive Covenant and Severance Agreement that you will sign in connection with your employment, you will be eligible for a severance benefit providing you with 12 months of salary and benefits continuation in the event that Neuronetics terminates your employment without “Cause” or you resign for “Good Reason” as defined in the Restrictive Covenant and Severance Agreement. |
| 6. | Vacation. As a full time, exempt employee, you will be eligible to participate in our Flex Time Off (FTO) program. Full guidelines are outlined in the company’s FTO policy. |
| 7. | Long Term Incentive. As an inducement to your acceptance of employment, we will recommend that the Compensation Committee of the Board of Directors approve a total Restrictive Stock Unit (RSU) Award of 400,000 under Neuronetics’ 2020 Inducement Incentive Plan. The grant date for this RSU award will be the date that the grant is approved by the Compensation Committee and it will have the following vesting: |
200,000 restrictive stock units which will vest in three substantially equal installments on the first, second and third anniversaries of the grant date, in each case provided you remain continuously employed by Neuronetics through the given vesting date.
200,000 restrictive stock units which will vest in three substantially equal installments on the second, third and fourth anniversaries of the grant, in each case provided you remain continuously employed by Neuronetics through the given vesting date.
The terms and conditions of your RSU award the restricted stock units will be more fully described in Neuronetics’ 2020 Inducement Incentive Plan and Restricted Stock Unit Award Agreement to be provided to you.
Future annual equity grants will be handled in the following manner: Beginning in the 2026 performance year and evaluated at the conclusion of performance cycle in January 2027, you will be eligible to be considered for annual equity awards under the 2018 LTIP Plan with the amount and structure of such awards, if any, determined in the exclusively discretion of Neuronetics’ Compensation Committee.
| 8. | Company Policies. You will be bound by, and you will be expected to carefully read, Neuronetics’ policies and procedures (including but not limited to Neuronetics’ executive compensation clawback policy, to the extent that it is applicable to you), as they may be updated from time to time, copies of which will be available on the Neuronetics intranet. |
| 9. | Period of Employment. Your employment with the Company will be “at will,” meaning that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may not be changes, except by an express written agreement signed by you and a duly authorized officer of the Company. |
| 10. | Outside Activities. While you render services to the Company, you will not engage in any other gainful employment, business or activity without the written consent of the Company. While you render services to the Company, you also will not assist any person or organization in competing with the Company, in preparing to compete with the Company or in hiring any employees of the Company. |
| 11. | Withholding Taxes. All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholding and payroll taxes. |
| 12. | Entire Agreement. This letter and the Exhibits attached hereto contain all the terms of your employment with the Company and supersede any prior understandings or agreements, whether oral or written, between you and the Company and/or Greenbrook. |
| 13. | Amendment and Governing Law. This letter agreement may not be amended or modified except by an express written agreement signed by you and a duly authorized officer of the Company. The terms of this letter agreement and the resolution of any disputes will be governed by the laws of the Commonwealth of Pennsylvania. |
We hope that you find the foregoing terms acceptable. This offer is available for your acceptance until the end of business on July 9, 2025. Any acceptance postmarked after this date will be considered invalid. Please countersign your acceptance of this offer in the space provided below and return to me along with the Restrictive Covenant and Invention Assignment Agreement as soon as possible. This offer and your employment with the Company are contingent upon your providing legal proof of your identity and authorization to work in the United States as required by law, as well as satisfactory completion of reference and criminal background checks.
Please do not hesitate to contact me or Andrew Macan, Executive VP, GC & Chief Compliance Officer should you have any questions. We look forward to you joining the Neuronetics team. Sincerely,
/s/ Keith J. Sullivan
NEURONETICS, INC.
Name: Keith J. Sullivan
Title: President and Chief Executive Officer
The provisions of this offer of employment have been read, are understood, and the offer is herewith accepted. I understand that my employment is contingent upon the successful completion of a drug screening test and criminal history and background checks, as well as upon execution of the Restrictive Covenant and Invention Assignment Agreement.
| /s/ Steven Pfanstiel | 07/09/2025 | 4:47 PM PDT | |||
| Name: Steven Pfanstiel | Date |
Exhibit 99.1
Neuronetics Appoints New Chief Financial Officer
Steven Pfanstiel, a seasoned financial executive with extensive medical technology and pharmaceutical experience, replaces Steve Furlong as Chief Financial Officer following previously announced succession process
Neuronetics reiterates guidance for second quarter and full year 2025
MALVERN, Pa., July 15, 2025 (GLOBE NEWSWIRE) — Neuronetics, Inc. (NASDAQ: STIM), a vertically integrated, commercial stage, medical technology and healthcare company with a strategic vision of transforming the lives of patients whenever and wherever they need help, with the leading neurohealth therapies in the world, today announced that Steven Pfanstiel has been appointed as the company’s new Chief Financial Officer, effective July 15, 2025. Mr. Pfanstiel replaces Steve Furlong, who announced his intention to retire on March 31, 2026. Mr. Furlong will remain with the company, as Senior Advisor to the CEO, until the end of March 2026 to ensure a smooth transition.
“Steve Furlong has provided outstanding leadership as CFO over the past six years,” said Keith J. Sullivan, President and Chief Executive Officer of Neuronetics. “He has been instrumental in strengthening Neuronetics’ financial foundation, guiding us through challenging market conditions, and executing the Greenbrook acquisition. His dedication and expertise have been invaluable to our success, and his continued contributions during this transition period will be crucial to maintaining operational excellence.”
Keith J. Sullivan continued, “We are thrilled to welcome Steve Pfanstiel to the Neuronetics team as our new CFO. Steve brings exceptional financial leadership along with deep expertise spanning both medical technology and pharmaceutical companies. His proven track record of driving growth and profitability at innovative companies makes him an ideal addition to our leadership team. Steve will be instrumental as we continue executing our strategic vision to expand access to our mental health treatments while delivering sustainable growth.”
Mr. Pfanstiel is a seasoned financial executive with over two decades of healthcare experience. He most recently served as Chief Financial Officer and Chief Operating Officer at publicly-traded Marinus Pharmaceuticals prior to its acquisition by Immedica Pharma AB (private) in February of 2025. While at Marinus, he played a key role in the successful commercial launch of the company’s flagship product, Ztalmy. Prior to Marinus, Mr. Pfanstiel held senior financial leadership roles at multiple high-growth healthcare companies, including Lifescan (private) and Optinose (acquired by Paratek Pharmaceuticals). Earlier in his career, he held progressively senior finance roles at Johnson & Johnson across multiple product categories, including pharmaceuticals, orthopedics, and diabetes. Mr. Pfanstiel holds a Bachelor of Arts in Physics from Wabash College, an MBA in Finance from Indiana University’s Kelley School of Business, and a Master of Science in Environmental Systems Engineering from Clemson University.
“I am excited to join Neuronetics at this pivotal time in the company’s evolution,” said Steven Pfanstiel, incoming Chief Financial Officer. “Neuronetics is clearly at the forefront of caring for patients suffering from mental health disorders. With the combination of its leading NeuroStar TMS technology and the scale of its Greenbrook network of clinics, there is a tremendous opportunity to foster further growth within this significant patient population. I look forward to working with the entire organization to create additional value for patients and shareholders, as we execute on our mission to transform mental healthcare.”
In connection with his employment, Mr. Pfanstiel received an inducement grant of 400,000 restricted stock units, with 200,000 of such units vesting in substantially equal installments on the first, second, and third anniversary of Mr. Pfanstiel’s start date, and 200,000 of such units vesting substantially equal installments on the second, third, and fourth anniversary of Mr. Pfanstiel’s start date, in all cases subject to Mr. Pfanstiel’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 Mr. Pfanstiel’s employment with the company.
In conjunction with this announcement, Neuronetics is reaffirming its guidance for the second quarter and full year 2025, driven by the ongoing successful integration of Greenbrook operations and continued progress across key growth drivers. The company remains well-positioned to achieve positive cash flow in the third quarter of 2025, marking a significant operational milestone in its path to sustained profitability.
About Neuronetics
Neuronetics, Inc. believes that mental health is as important as physical health. As a global leader in neuroscience, Neuronetics is delivering more treatment options to patients and physicians by offering exceptional in-office treatments that produce extraordinary results. 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. In addition to selling the NeuroStar Advanced Therapy System and associated treatment sessions to customers, Neuronetics operates Greenbrook TMS Inc. (Greenbrook) treatment centers across the United States, offering NeuroStar Advanced Therapy for the treatment of MDD and other mental health disorders. NeuroStar Advanced Therapy is the leading TMS treatment for MDD in adults, with more than 7.4 million treatments delivered, and is backed by the largest clinical data set of any TMS treatment system for depression, including the world’s largest depression outcomes registry.
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 major depressive disorder (MDD) with acute suicidal ideation or behavior in conjunction with an oral antidepressant.1 Greenbrook has provided more than 1.8 million treatments to over 55,000 patients struggling with depression.
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 (the “Securities Act”), 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 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 ability to successfully complete the announced restructuring plans; 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
| 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. |
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. 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