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 |
Name on each exchange |
||
| 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 | |||||
Exhibit 10.1
Execution Version
AMENDMENT NO. 3 TO CREDIT AGREEMENT AND GUARANTY
This AMENDMENT NO. 3 TO CREDIT AGREEMENT AND GUARANTY (this “Amendment”) is made as of August 1, 2025, by and between NEURONETICS, INC., as the Borrower (the “Borrower”), and PERCEPTIVE CREDIT HOLDINGS IV, LP, in its capacities as (i) administrative agent for the Lenders (in such capacity, together with its permitted successors and assigns, the “Administrative Agent”) and (ii) the Majority Lender.
RECITALS
WHEREAS, reference is made to that certain Credit Agreement and Guaranty, dated as of July 25, 2024 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended or otherwise modified pursuant to this Amendment and as it may be further amended, supplemented or otherwise modified from time to time hereafter, being the “Credit Agreement”), by and among the Borrower, certain Subsidiaries of the Borrower from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent; and
WHEREAS, the Borrower has requested that the Administrative Agent and the Majority Lender make certain amendments to the Existing Credit Agreement, and the Administrative Agent and the Majority Lender are willing to do so subject to the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
CONSENT, WAIVER AND AMENDMENT
SECTION 1.01. Defined Terms. Unless otherwise defined herein or the context otherwise requires, capitalized terms used in this Amendment (including the preambles and recitals hereto and hereof) shall have the meanings ascribed to such terms in the Existing Credit Agreement.
SECTION 1.02. Amendments to the Existing Credit Agreement. Effective as of the Amendment No. 3 Effective Date, the Existing Credit Agreement is hereby amended as set forth below:
(a) The following new definitions are hereby added to Section 1.01 of the Existing Credit Agreement in their respective alphabetically correct places:
“Amendment No. 3” means Amendment No. 3 to Credit Agreement and Guaranty, dated as of the Amendment No. 3 Effective Date, by and among the Borrower, the Administrative Agent and the Majority Lender.
“Amendment No. 3 Effective Date” means August 1, 2025.
“Tranche 2A Borrowing Date” means the date of the Borrowing of the Tranche 2A Loan, which shall be on the Amendment No. 3 Effective Date and no sooner than the date on which each of the conditions precedent set forth in Section 6.02 shall have been satisfied.
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“Tranche 2B Borrowing Date” means the date of the Borrowing of the Tranche 2B Loan, which shall be after the Tranche 2A Borrowing Date and no sooner than the date on which each of the conditions precedent set forth in Section 6.03 shall have been satisfied.
“Tranche 2A Loan” means a Tranche 2 Loan in an aggregate principal amount of up to $10,000,000 to be available after the Amendment No. 3 Effective Date and on or prior to January 31, 2026.
“Tranche 2B Loan” means a Tranche 2 Loan in an aggregate principal amount of up to $5,000,000 to be available after the Tranche 2B Borrowing Date and on or prior to January 31, 2026.
(b) The following defined terms set forth in Section 1.01 of the Existing Credit Agreement are hereby amended and restated in their entirety to read as follows:
“Tranche 2 Borrowing Date” means the date of the Borrowing of the Tranche 2A Loan or the Tranche 2B Loan hereunder, as the context may require, which shall be no sooner than the date on which each of the conditions precedent set forth in Section 6.02, in the case of the Tranche 2A Loan, and Section 6.03, in the case of the Tranche 2B Loan, shall have been satisfied.
“Tranche 2 Loan” means, as the context may require, either the Tranche 2A Loan, the Tranche 2B Loan or both.
(c) Section 2.01(b) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
(b) On the terms and subject to the conditions of this Agreement, each Lender agrees to make Tranche 2 Loans to the Borrower in two Borrowings on the Tranche 2A Borrowing Date and the Tranche 2B Borrowing Date, respectively, with the Borrowing of the Tranche 2A Loan occurring after the Amendment No. 3 Effective Date and on or prior to January 31, 2026 and the Borrowing of the Tranche 2B Loan occurring after the Tranche 2A Borrowing Date and on or prior to January 31, 2026.
(d) All references to “Tranche 2 Loan” and “Tranche 2 Borrowing Date” set forth in Section 6.02 are hereby amended and replaced with “Tranche 2A Loan” and “Tranche 2A Borrowing Date”, respectively.
(e) Section 6.02(a) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
(a) Minimum Net Revenue. The Administrative Agent shall have received evidence satisfactory to it that, for the period of four (4) consecutive fiscal quarters ended June 30, 2025, the Borrower and its Subsidiaries have received Net Revenue for such period in an aggregate amount not less than eighty five million dollars ($85,000,000).
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(f) Section 6.02(g) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
(g) Tranche 2A Borrowing Date Warrant. The Administrative Agent shall have received, on behalf of the Lenders in accordance with their respective Proportionate Shares, executed counterparts of Warrant Certificates, dated as of the Tranche 2A Borrowing Date, exercisable into an aggregate amount of 225,000 shares of the Borrower’s common stock and having an exercise price equal to the exercise price then in effect for the Closing Date Warrant Certificate, duly executed, delivered and validly issued by the Borrower.
(g) Section 6.02(h) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
(h) [Intentionally Omitted].
(h) Section 6.03 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
6.03 Conditions to the Borrowing of the Tranche 2B Loan. The obligation of each Lender to make its Tranche 2B Loan shall be subject to (i) the prior making of the Tranche 2A Loan, (ii) the delivery of a Borrowing Notice for the Tranche 2B Loan as required pursuant to Section 2.02, and (iii) the satisfaction (or waiver thereof by the Administrative Agent) of each of the conditions precedent set forth below in this Section 6.03.
(a) [Intentionally Omitted].
(b) Tranche 2B Borrowing Date. The Tranche 2B Borrowing Date shall have occurred on or before January 31, 2026.
(c) Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor party to a Loan Document on the Tranche 2B Borrowing Date:
(i) a copy of a good standing certificate (or equivalent thereof), dated a date reasonably close to the Tranche 2B Borrowing Date, for each such Person and
(ii) a certificate, dated as of the Tranche 2B Borrowing Date, duly executed and delivered by such Person’s secretary, assistant secretary, managing member, general partner or equivalent, as to:
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(A) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed and delivered by such Person on the Tranche 2B Borrowing Date and the Transactions contemplated to be consummated in connection with the Borrowing of the Tranche 2B Loan;
(B) the incumbency and signatures of those of its officers, managing member or general partner or equivalent authorized to act with respect to each Loan Document to be executed and delivered by such Person on the Tranche 2B Borrowing Date; and
(C) true and complete copies of each Organic Document of such Person and copies thereof;
which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the secretary, assistant secretary, managing member, general partner or equivalent of any such Person cancelling or amending the prior certificate of such Person.
(d) Tranche 2B Borrowing Date Certificate. The following statements shall be true and correct, and the Administrative Agent shall have received a certificate, dated as of the Tranche 2B Borrowing Date, in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by a Responsible Officer of the Borrower certifying that: (i) both immediately before and after giving effect to the Borrowing of the Tranche 2B Loan on the Tranche 2B Borrowing Date, (x) the representations and warranties set forth in each Loan Document that are qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all respects; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all respects as of such earlier date, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and (z) no Default has occurred and is continuing, or could reasonably be expected to result from the Borrowing of the Tranche 2B Loan, or the consummation of any Transactions contemplated to occur on the Tranche 2B Borrowing Date, and (ii) all of the conditions set forth in this Section 6.03 have been satisfied (or waived in writing by the Administrative Agent); provided that, with respect to the representation, warranty and certification referenced in clauses (x) and (y) above relating to representations and warranties set forth in each Loan Document, (1) references in such representations and warranties to “the Closing Date” or “the date hereof” shall be deemed to be references to “the Tranche 2B Borrowing Date” and (2) the Borrower may supplement the schedules to this Agreement and the other Loan Documents as reasonably necessary in order for such certification to be true and correct on the Tranche 2B Borrowing Date; provided, further, that no such supplement shall be permitted if the Administrative Agent reasonably determines that the circumstance or event necessitating such supplement either (A) was the result of the occurrence of an Event of Default, or (B) constituted a Material Adverse Effect or was otherwise materially adverse to the interests of the Lenders under the Loan Documents.
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All documents and agreements required to be appended to the certificate delivered pursuant to this Section 6.03(d), if any, shall be in form and substance reasonably satisfactory to the Administrative Agent, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.
(e) Delivery of Notes. Each requesting Lender shall have received a Note in favor of such Lender evidencing such Lender’s Tranche 2B Loan, dated as of the Tranche 2B Borrowing Date, duly executed and delivered by a Responsible Officer of the Borrower.
(f) Compliance With Financial Covenants. The Administrative Agent shall have received evidence reasonably satisfactory to it that, as of the fiscal quarter ended December 31, 2025, the Borrower will be in compliance with the covenants set forth in Section 10.01 and Section 10.02, if applicable.
(g) Tranche 2B Borrowing Date Warrant. The Administrative Agent shall have received, on behalf of the Lenders in accordance with their respective Proportionate Shares, executed counterparts of Warrant Certificates, dated as of the Tranche 2B Borrowing Date, exercisable into an aggregate amount of 112,500 shares of the Borrower’s common stock and having an exercise price equal to the exercise price then in effect for the Closing Date Warrant Certificate, duly executed, delivered and validly issued by the Borrower.
(h) Information and Collateral Certificate. The Administrative Agent shall have received a fully completed Information and Collateral Certificate, in form and substance reasonably satisfactory to the Administrative Agent, dated as of the Tranche 2B Borrowing Date, duly executed and delivered by a Responsible Officer of the Borrower, which is true and correct as of the Tranche 2B Borrowing Date; provided that the Borrower may supplement the Information and Collateral Certificate delivered on the Closing Date in order for such certification to be true and correct as of the Tranche 2B Borrowing Date; provided, further that no such supplement shall be permitted if the Administrative Agent reasonably determines that the circumstance or event necessitating such supplement either (i) was the result of the occurrence of a Default or (ii) constituted a Material Adverse Effect or was otherwise materially adverse to the interests of the Lenders under the Loan Documents. All documents required to be appended to the Information and Collateral Certificate, if any, shall be in form and substance satisfactory to the Administrative Agent, shall have been executed by the requisite parties and shall be in full force and effect.
(i) Material Adverse Change. Since December 31, 2023, no Material Adverse Change shall have occurred.
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(j) All Other Loan Documents. The Administrative Agent shall have received all other Loan Documents to be entered into in connection with the Borrowing of the Tranche 2B Loan in form and substance satisfactory to the Administrative Agent and its counsel, and the Administrative Agent and its counsel shall have received all information, approvals, resolutions, opinions, documents or instruments as the Administrative Agent or its counsel may reasonably request.
(k) Satisfactory Legal Form. All documents (including all Loan Documents), including any attachments or appendices thereto, executed, delivered or submitted pursuant hereto by or on behalf of the Borrower or any of its Subsidiaries in connection with the Borrowing of the Tranche 2B Loan shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel, and the Administrative Agent and its counsel shall have received all information, approvals, resolutions, opinions, documents or instruments as the Administrative Agent or its counsel may reasonably request.
(l) Fees, Expenses, Etc. The Administrative Agent shall have received for its account and the account of each Lender all fees, costs and expenses due and payable pursuant to Section 14.03, including all costs and fees and all unpaid expenses of the Administrative Agent and the Lenders incurred in connection with the Transactions contemplated in connection with the Borrowing of the Tranche 2B Loan (including the Administrative Agent’s legal fees and expenses).
(i) The following new Section 6.04 is hereby added immediately following Section 6.03 of the Existing Credit Agreement:
Conditions to the Borrowing of a Tranche 3 Loan. After the Borrowing of the Tranche 3 Loan on the Amendment No. 1 Effective Date, the Borrower may request that the Lenders (and/or, with the consent of the Majority Lenders, other Eligible Transferees) make one or more additional Tranche 3 Loans in an aggregate principal amount not to exceed $15,000,000, in each case in accordance with Section 2.01(c); provided that, notwithstanding any such request or any other term or provision of this Agreement or any other Loan Document, the making of any such Tranche 3 Loan shall be subject to the prior consent of the Majority Lenders (which consent may be provided or denied in the sole discretion of the Majority Lenders), and no Lender shall have any commitment to make or participate in the making of any such Tranche 3 Loan unless such Lender elects to participate in such Tranche 3 Loan and the Majority Lenders have provided such consent in writing to the Borrower, the Administrative Agent and the other Lenders hereunder. In the event (and only in the event) the Majority Lenders so consent to make, and a Lender affirmatively elects to participate in, any such Tranche 3 Loan, in whole or in part, as provided above, the obligation of a Lender to fund its share of any such Borrowing of Tranche 3 Loans shall be subject to the delivery of a Borrowing Notice by the Borrower, if requested by the Administrative Agent, the delivery of a funds flow memorandum by the Borrower summarizing, in reasonable detail, the application of proceeds of such Tranche 3 Loan, and the prior or concurrent satisfaction (or waiver thereof by the Administrative Agent) of such customary additional conditions as the Majority Lenders may reasonably request (including, without limitation, (i) the payment of an upfront fee or equivalent in the amount of one percent (1.00%) of the aggregate principal amount of any such Tranche 3 Loan, (ii) receipt by each Lender making a Tranche 3 Loan of a Warrant Certificate or Warrant Certificates, (x) exercisable into a number of shares of the Borrower’s common stock equal to the product of (1) 900,000 multiplied by (2) a fraction having a numerator equal to the aggregate principal amount of the applicable Tranche 3 Loan being borrowed hereunder and a denominator equal to $15,000,000, and (y) having an exercise price equal to the exercise price then in effect for the Closing Date Warrant Certificate, and (iii) some or all conditions of the type set forth in Section 6.01).
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(j) Section 10.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
10.01 Minimum Liquidity. The Borrower hereby covenants and agrees that (i) at all times until and including September 30, 2026 it shall hold and maintain a minimum aggregate balance of two million dollars ($2,000,000) and (ii) at all times following September 30, 2026 it shall hold and maintain a minimum aggregate balance of five million dollars ($5,000,000), in each case and at all such times in unrestricted cash-on-hand and Permitted Cash Equivalent Investments in one or more Controlled Accounts maintained with one or more commercial banks or similar deposit-taking institutions in the U.S. that are free and clear of all Liens, other than Liens granted under the Loan Documents in favor of the Administrative Agent for the benefit of the Secured Parties.
(k) Notwithstanding any provisions or time periods set forth in the Existing Credit Agreement, including the joinder of Subsidiaries required under Section 8.11(a)(y) thereof, the Borrower and Administrative Agent on behalf of the Lenders agree that the timeline to effectuate the joinder of new Subsidiaries pursuant to the Greenbrook Acquisition Agreement is hereby extended to August 31, 2025 (or such later date as may be agreed by the Administrative Agent in its sole discretion).
SECTION 1.03. No Other Waivers, Amendments or other Modifications Implied or Intended. Except as set forth in this Amendment, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of any Secured Party under the Existing Credit Agreement, the Credit Agreement or any other Loan Document, or alter, modify, supplement, amend or in any way affect any of the terms, obligations or covenants contained in the Existing Credit Agreement, the Credit Agreement or any other Loan Document, all of which shall continue in full force and effect. Nothing in this Amendment shall be construed to imply any willingness on the part of any Secured Party to agree to or grant any similar or future amendment, consent or waiver of any of the terms and conditions of the Existing Credit Agreement, the Credit Agreement or any other Loan Document.
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ARTICLE II
CONDITIONS PRECEDENT
SECTION 2.01. Conditions to Effectiveness of this Amendment. The effectiveness of this Amendment shall be subject to the prior or substantially contemporaneous satisfaction (or waiver thereof by the Administrative Agent) of each of the following conditions precedent in a manner reasonably satisfactory to the Administrative Agent (the date upon which all such conditions are satisfied or waived being the “Amendment No. 3 Effective Date”):
(a) Executed Amendment. The Administrative Agent shall have received this Amendment, duly executed by the Borrower, the Administrative Agent and each of the Lenders party hereto.
(b) Secretary’s Certificate, Etc. Unless the Borrower certifies to the Administrative Agent that the certificates and other documents delivered pursuant to Section 6.01(a) of the Existing Credit Agreement on the Amendment No. 1 Effective Date or the Amendment No. 2 Effective Date, as applicable, remain in full force and effect (without any amendment, modification, rescission, revision, repeal or supplementation since the Amendment No. 2 Effective Date) as of the Amendment No. 3 Effective Date and may be relied upon by the Secured Parties as of such date, the Borrower shall deliver updated certificates and other documents equivalent to those delivered on the Amendment No. 1 Effective Date or the Amendment No. 2 Effective Date, as applicable, pursuant to Section 6.01(a) of the Existing Credit Agreement, in each case effective as of (and true and correct as of) the Amendment No. 3 Effective Date and reasonably satisfactory to the Administrative Agent.
(c) Representations and Warranties. The statements, representations and warranties contained in Article III below shall each be true and correct, both immediately before and after giving effect to this Amendment, and the Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, addressed to it and the Lenders and certifying as to the foregoing.
(d) Costs and Expenses, Etc. The Administrative Agent shall have received for its account and the account of each Lender all reasonable and documented fees, costs and expenses due and payable to them pursuant to Section 14.03 of the Existing Credit Agreement (including the Administrative Agent’s and each Lender’s reasonable and documented legal fees and out-of-pocket expenses).
(e) Tranche 2A Borrowing. The Borrowing of the Tranche 2A Loan shall have occurred.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01. To induce the Administrative Agent and the Lenders to execute and deliver this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, as of the Amendment No. 3 Effective Date, each of the following statements are true and correct:
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(a) The Borrower has full power, authority and legal right to execute, deliver this Amendment and perform under this Amendment and any other Loan Document to which it is a party as amended hereby.
(b) The transactions contemplated by this Amendment and the Amended Credit Agreement are within the Borrower’s corporate or other powers and have been duly authorized by all necessary corporate action including, if required, approval by all necessary holders of Equity Interests. This Amendment has been duly executed and delivered by the Borrower and this Amendment and the Amended Credit Agreement and each other Loan Document to which the Borrower is a party each constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person (other than those that have been duly obtained or made and which are in full force and effect as of the Amendment No. 3 Effective Date) is required for the due execution or delivery by the Borrower of this Amendment, or performance by the Borrower of its obligations under this Amendment or each other Loan Document to which it is a party as amended hereby. The execution or delivery by the Borrower of this Amendment, or performance by the Borrower of its obligations under this Amendment or each other Loan Document to which it is a party as amended hereby, will not (i) violate or conflict with any material Law in any material respect, (ii) violate or conflict with any Organic Document of the Borrower, (iii) except to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect or a Material Regulatory Event, violate or conflict with any material Governmental Approval of any Governmental Authority, (iv) violate or result in a breach or default under any Material Agreement binding upon the Borrower that results in the termination or acceleration of such Material Agreement (or has a similar result or effect) or gives any counterparty to such Material Agreement the right to terminate or accelerate such Material Agreement (or the right to cause a similar result or effect) or (v) result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of the Borrower.
(d) Both immediately before and after giving effect to this Amendment, no Default or Event of Default shall have then occurred and be continuing, or could reasonably be expected to result from the execution, delivery and performance of this Amendment or the transactions contemplated hereby.
(e) Both immediately before and after giving effect to this Amendment:
(i) the representations and warranties set forth in the Credit Agreement and each other Loan Document that are qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all respects; and
(ii) the representations and warranties set forth in the Credit Agreement and each other Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects.
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ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Jurisdiction; Jury Trial. This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York. The jurisdiction and waiver of jury trial provisions set forth in Sections 14.10 and 14.11 of the Credit Agreement, respectively, are incorporated herein by reference mutatis mutandis.
SECTION 4.02. Effect of this Amendment.
(a) On and after the Amendment No. 3 Effective Date, each reference in any Loan Document (other than this Amendment) to the Credit Agreement shall mean and be a reference to the Existing Credit Agreement as amended by this Amendment.
(b) This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and each other Loan Documents. The Borrower agrees that all of the representations, warranties, terms, covenants, conditions and other provisions of the Existing Credit Agreement and other Loan Documents shall, except as expressly set forth in this Amendment, remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms. The amendments set forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment to or modification of any other term or provision of the Existing Credit Agreement or any other Loan Document or of any transaction or further or future action on the part of any Obligor which would require the consent of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document. Except as expressly amended by this Amendment, the Existing Credit Agreement and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any holder of the Administrative Agent or any Lender under any Loan Document or applicable Law, nor constitute a waiver of any provision of the Credit Agreement.
SECTION 4.03. No Novation. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Existing Credit Agreement, any other Loan Document or any Obligation thereunder.
SECTION 4.04. Counterparts; Electronic Signatures. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed signature page of this Amendment by facsimile transmission or electronic transmission (in PDF format) shall be effective as delivery of a manually executed counterpart hereof. Any signature (including, without limitation, (x) any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record and (y) any facsimile or .pdf signature) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping, in each case, through electronic means, shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act, and the parties hereto hereby waive any objection to the contrary.
10
SECTION 4.05. Binding Nature. The provisions of this Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent.
SECTION 4.06. Captions. The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Amendment.
SECTION 4.07. Severability. If any provision hereof is found by a court to be invalid or unenforceable, to the fullest extent permitted by any applicable Law the parties agree that such invalidity or unenforceability shall not impair the validity or enforceability of any other provision hereof.
SECTION 4.08. Integration. This Amendment constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes any and all previous agreements and understanding, oral or written, relating to the subject matter hereof.
[Signature pages to follow]
11
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.
| BORROWER: | ||
| NEURONETICS, INC. | ||
| By | /s/ Steve Pfanstiel | |
| Name: Steve Pfanstiel | ||
| Title: CFO | ||
12
| ADMINISTRATIVE AGENT AND MAJORITY LENDER: | ||
| PERCEPTIVE CREDIT HOLDINGS IV, LP | ||
| By: PERCEPTIVE CREDIT OPPORTUNITIES GP, LLC, its general partner | ||
| By | /s/ Sandeep Dixit | |
| Name: Sandeep Dixit | ||
| Title: Chief Credit Officer | ||
| By | /s/ Sam Chawla | |
| Name: Sam Chawla | ||
| Title: Portfolio Manager | ||
13
Exhibit 99.1
Neuronetics Reports Second Quarter 2025 Financial and Operating Results
Delivered $38.1 million total revenue in the quarter, representing 18% adjusted pro forma revenue growth
Generated record Greenbrook clinic revenue of $23.0 million in the quarter
Reduced cash used in operations to $3.5 million, beating guidance of under $5 million
In August 2025, received an additional $10 million in funding under the existing debt agreement with Perceptive Advisors LLC
MALVERN, PA., August 5 2025 – Neuronetics, Inc., (NASDAQ: STIM) (the “Company” or “Neuronetics”) 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 its financial and operating results for the second quarter of 2025.
Second Quarter 2025 Highlights
| • | Second quarter 2025 revenue of $38.1 million, an 18% increase on an adjusted pro forma basis as compared to the second quarter 2024 and a 132% increase as compared to the second quarter 2024 |
| • | U.S. clinic revenue of $23.0 million in the quarter representing Greenbrook clinic revenue |
| • | U.S. treatment session revenue of $10.8 million, a 13% increase on a pro forma basis as compared to the second quarter 2024 and a 8% decrease as compared to the second quarter 2024 |
| • | U.S. NeuroStar Advanced Therapy System revenue of $3.5 million, shipping 41 systems |
Recent Operational Highlights
| • | Achieved milestone of over 209,000 global patients treated with 7.6 million treatment sessions |
| • | Received an additional $10 million of funding under the Perceptive debt agreement, and extended the $2 million minimum liquidity requirement from September 2025 to September 2026 |
| • | NeuroStar TMS Shows Strong Real-World Efficacy in Treating Depression in Adolescents and Young Adults |
| • | Steven Pfanstiel appointed as Chief Financial Officer on July 15, 2025 |
“We’re extremely pleased with our second quarter performance, which demonstrated solid revenue growth. Our Greenbrook integration continues to progress well, with record clinic revenue. We also reduced cash used in operations to just $3.5 million, better than our target,” said Keith Sullivan, President and Chief Executive Officer of Neuronetics “Our strong quarterly results are expected to help us achieve positive cash flow from operations in 2025 and I’m confident we’re well-positioned to continue executing on our strategic priorities and drive sustainable growth for the remainder of 2025. We’re also excited to welcome our new Chief Financial Officer, Steve Pfanstiel, who brings over two decades of experience driving growth and profitability at healthcare companies to the team.”
Second Quarter 2025 Financial and Operating Results for the Three Months Ended June 30, 2025
| Revenues by Geography Three Months Ended June 30, |
||||||||||||
| 2025 | 2024 | |||||||||||
| Amount | Amount | % Change | ||||||||||
| (Unaudited; in thousands, except percentages) | ||||||||||||
| U.S. |
$ | 37,656 | $ | 16,130 | 133 | % | ||||||
| International |
452 | 320 | 41 | % | ||||||||
|
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|
|
|
|
|||||||
| Total revenues |
$ | 38,108 | $ | 16,450 | 132 | % | ||||||
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|
|
|
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Total revenues for the three months ended June 30, 2025 was $38.1 million, an increase of 132% compared to revenues of $16.5 million in the second quarter of 2024, primarily driven by the acquisition of Greenbrook TMS Inc. (“Greenbrook”). During the quarter, total U.S. revenue increased by 133% and international revenue increased marginally over the second quarter of 2024. The increase in U.S. revenue was primarily attributable to U.S. clinic revenue of $23.0 million, added as a result of the acquisition of Greenbrook, partially offset by the absence of prior year quarter sales to Greenbrook of $2.3 million and an increase of sales of $0.9 million relating to NeuroStar Advanced Therapy Systems and treatment session revenue.
| U.S. Revenues by Product Category Three Months Ended June 30, |
||||||||||||
| 2025 | 2024 | |||||||||||
| Amount | Amount | % Change | ||||||||||
| (Unaudited; in thousands, except percentages) | ||||||||||||
| NeuroStar Advanced Therapy System |
$ | 3,484 | $ | 4,000 | (13 | )% | ||||||
| Treatment sessions |
10,773 | 11,660 | (8 | )% | ||||||||
| Clinic revenue |
23,024 | — | — | % | ||||||||
| Other |
375 | 470 | (20 | )% | ||||||||
|
|
|
|
|
|
|
|||||||
| Total U.S. revenues |
$ | 37,656 | $ | 16,130 | 133 | % | ||||||
|
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|
|
|
|
|
|||||||
U.S. NeuroStar Advanced Therapy System revenue for the three months ended June 30, 2025 was $3.5 million a decrease of 13% compared to $4.0 million in the second quarter of 2024. For the three months ended June 30, 2025, the Company shipped 41 systems. Following our previously announced realignment of our capital team, the number of units shipped in the second quarter of 2025 was below the prior year quarter, but in line with our focus on strategic higher volume accounts. The average selling price per system (“ASP”) was over $85,000 which was the highest ASP in the past 5 years.
U.S. treatment session revenue for the three months ended June 30, 2025 was $10.8 million, a decrease of 8% compared to $11.7 million in the second quarter of 2024. The decline was primarily attributable to the absence of $2.1 million in treatment session revenue from Greenbrook which was partially offset by an increase in treatment session volume over the prior year quarter. On a pro forma basis U.S treatment session revenue increased 13% compared to $9.6 million in the second quarter of 2024, representing a record quarterly performance.
U.S. clinic revenue, which represents revenue generated by treatment centers from the Greenbrook acquisition, was $23.0 million for the three months ended June 30, 2025.
Gross margin for the second quarter of 2025 was 46.6% compared to the second quarter of 2024 gross margin of 74.0%. The decrease in gross margin was primarily a result of the inclusion of Greenbrook’s clinic business.
Operating expenses during the second quarter of 2025 were $25.8 million, an increase of $5.1 million, or 25%, compared to $20.7 million in the second quarter of 2024, mainly attributable to inclusion of Greenbrook’s general and administrative expenses of $6.1 million, partially offset by savings in sales and marketing expenses.
Net loss for the second quarter of 2025 was $(9.8) million, or $(0.15) per share, as compared to $(9.8) million, or $(0.33) per share, in the second quarter of 2024. Net loss per share was based on 66,180,069 and 30,051,751 weighted average common shares outstanding for the second quarters of 2025 and 2024, respectively.
As of June 30, 2025, the Company held $17.5 million in total cash, consisting of cash and cash equivalents of $11.0 million and $6.5 million of restricted cash, which is compared to $19.5 million as of December 31, 2024. Cash used in operations for the second quarter was $3.5 million.
Company Secures $10 Million in Additional Funding from Perceptive Advisors
In August 2025, Neuronetics received $10.0 million of additional funding under the existing debt agreement with Perceptive Advisors LLC. The Company became eligible for the funds as a result of achieving required revenue conditions under the Tranche 2 funds. Neuronetics also remains eligible for an additional $5 million of Tranche 2 funding, subject to certain customary conditions described in the agreement. The current $2 million minimum liquidity requirement was extended from September 2025 through September 2026 , after which the requirement becomes $5 million.
NeuroStar TMS Shows Strong Real-World Efficacy in Treating Depression in Adolescents and Young Adults
Neuronetics announced the publication of real-world clinical data in Journal of the American Academy of Child & Adolescent Psychiatry Open (JAACAP Open) demonstrating the effectiveness of NeuroStar transcranial magnetic stimulation (TMS) in adolescents and young adults with major depressive disorder. Drawing from the NeuroStar TrakStar Clinical Database—the world’s largest depression outcomes dataset—the study included over 1,200 patients aged 12–21 and revealed that nearly 70% experienced clinically meaningful improvement, with less than 1% reporting worsening symptoms. These results closely mirror outcomes in adults and further validate the FDA-cleared use of NeuroStar as an adjunct therapy in younger populations. With depression affecting one in five adolescents and limited safe treatment options available, NeuroStar TMS offers a much-needed, evidence-based alternative.
Neuronetics Appoints New Chief Financial Officer
The Company appointed Steven Pfanstiel as its new Chief Financial Officer, effective July 15, 2025, succeeding Stephen Furlong. Mr. Pfanstiel brings over 20 years of experience in the healthcare sector, including leadership roles at Marinus Pharmaceuticals, Lifescan, and Johnson & Johnson. Subsequent to Mr. Pfanstiel’s appointment, Mr. Furlong’s separation of service date was accelerated to August 1, 2025.
Business Outlook
For the third quarter of 2025, the Company expects total worldwide revenue between $37.0 million and $39.0 million.
For the full year 2025, the Company maintains its total worldwide revenue to be between $149.0 million and $155.0 million.
For the full year 2025, the Company now expects gross margin to be between 48% and 50%. This update reflects an adjustment in the product mix, with Greenbrook clinical revenues representing a higher percentage of the total revenue vs. prior estimates, as well as the mix of Spravato business between bill and buy and administer and observe. The Company anticipates gross profit margin improvement in the second half as it optimizes the Spravato business mix and as it leverages its fixed infrastructure through continued growth.
For the full year 2025, the Company now expects total operating expenses to be between $100.0 million and $105.0 million vs. the prior guidance of $90 million to $98 million. The updated guidance reflects approximately $20 million in realized annual cost savings from our efforts in 2024 and associated with the Greenbrook integration. The change in guidance for 2025 reflects the need to augment some critical areas, including our claims collections team which is crucial to our cash management, and additional time needed to fully assess and implement other synergies.
The Company expects third quarter cash flow from operations to be in the range of negative $3 million to break-even and turn positive in the fourth quarter of 2025. This compares to our prior guidance of positive cash flow from operations beginning in the third quarter of 2025. The Company now expects year-end 2025 total cash, inclusive of cash, cash equivalents, and restricted cash, to be on the range of $25 million and $28 million, inclusive of the $10 million from the August 2025 Perceptive tranche.
Webcast and Conference Call Information
Neuronetics’ management team will host a conference call on August 5, 2025, beginning at 8:30 a.m. Eastern Time.
The conference call will be broadcast live in listen-only mode via webcast at https://edge.media-server.com/mmc/p/d6qidqaw. To listen to the conference call on your telephone, participants may register for the call here. While it is not required, it is recommended you join 10 minutes prior to the event start.
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 (“NeuroStar 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 (the “NeuroStar System”) and associated treatment sessions to customers, Neuronetics operates Greenbrook treatment centers across the United States, offering NeuroStar Therapy, SPRAVATO, and other treatment modalities for the treatment of MDD and other mental health disorders.
NeuroStar Therapy is indicated for the treatment of depressive episodes and for decreasing anxiety symptoms for those who may exhibit comorbid anxiety symptoms in adult patients suffering from MDD and who failed to achieve satisfactory improvement from previous antidepressant medication treatment in the current episode. It is also cleared by the U.S. Food and Drug Administration as an adjunct for adults with obsessive-compulsive disorder and for adolescent patients aged 15 to 21 with MDD. Neuronetics is committed to transforming lives by offering an exceptional treatment that produces extraordinary results.
“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 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. 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
NEURONETICS, INC.
Consolidated Statements of Operations
(Unaudited; In thousands, except per share data)
| Three Months ended June 30, |
Six months ended June 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues |
$ | 38,108 | $ | 16,450 | $ | 70,083 | $ | 33,867 | ||||||||
| Cost of revenues |
20,350 | 4,271 | 36,587 | 8,600 | ||||||||||||
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| Gross profit |
17,758 | 12,179 | 33,496 | 25,267 | ||||||||||||
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| Operating expenses: |
||||||||||||||||
| Sales and marketing |
11,868 | 12,303 | 23,867 | 23,943 | ||||||||||||
| General and administrative |
12,150 | 6,148 | 25,287 | 12,105 | ||||||||||||
| Research and development |
1,798 | 2,235 | 3,414 | 4,585 | ||||||||||||
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|||||||||
| Total operating expenses |
25,816 | 20,686 | 52,568 | 40,633 | ||||||||||||
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|
|||||||||
| Loss from operations |
(8,058 | ) | (8,507 | ) | (19,072 | ) | (15,366 | ) | ||||||||
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|
|||||||||
| Other (income) expense: |
||||||||||||||||
| Interest expense |
1,969 | 1,978 | 3,891 | 3,804 | ||||||||||||
| Other income, net |
(188 | ) | (653 | ) | (435 | ) | (1,465 | ) | ||||||||
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| Net loss |
$ | (9,839 | ) | $ | (9,832 | ) | $ | (22,528 | ) | $ | (17,705 | ) | ||||
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| Less: Net income attributable to non-controlling interest |
281 | — | 267 | — | ||||||||||||
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| Net loss attributable to Neuronetics stockholders’ |
(10,120 | ) | (9,832 | ) | (22,795 | ) | (17,705 | ) | ||||||||
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| Net loss per share of common stock outstanding, basic and diluted attributable to Neuronetics stockholders’ |
$ | (0.15 | ) | $ | (0.33 | ) | $ | (0.36 | ) | $ | (0.59 | ) | ||||
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| Weighted average common shares outstanding, basic and diluted |
66,180 | 30,052 | 63,835 | 29,762 | ||||||||||||
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NEURONETICS, INC.
Consolidated Balance Sheets
(Unaudited; In thousands, except per share data)
| June 30, 2025 |
December 31, 2024 |
|||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 10,969 | $ | 18,459 | ||||
| Restricted cash |
6,500 | 1,000 | ||||||
| Accounts receivable, net of allowance of credit losses of $920 and $1,930 as of June 30, 2025 and December 31, 2024, respectively |
26,116 | 23,355 | ||||||
| Inventory |
4,943 | 4,248 | ||||||
| Current portion of net investments in sales-type leases |
176 | 206 | ||||||
| Current portion of prepaid commission expense |
3,139 | 3,078 | ||||||
| Current portion of note receivables |
527 | 930 | ||||||
| Prepaid expenses and other current assets |
3,769 | 6,846 | ||||||
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| Total current assets |
56,139 | 58,122 | ||||||
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| Property and equipment, net |
5,324 | 6,242 | ||||||
| Goodwill |
19,079 | 18,634 | ||||||
| Intangible assets, net |
18,878 | 19,606 | ||||||
| Operating lease right-of-use assets |
24,480 | 27,093 | ||||||
| Net investments in sales-type leases |
103 | 86 | ||||||
| Prepaid commission expense |
8,226 | 8,902 | ||||||
| Long-term notes receivable |
334 | 295 | ||||||
| Other assets |
2,087 | 1,923 | ||||||
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|||||
| Total assets |
$ | 134,650 | $ | 140,903 | ||||
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|||||
| Liabilities and Equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 9,725 | $ | 11,077 | ||||
| Accrued expenses |
10,582 | 12,818 | ||||||
| Current portion of deferred revenue |
894 | 974 | ||||||
| Deferred and contingent consideration |
1,000 | 1,000 | ||||||
| Other payables |
285 | 605 | ||||||
| Current portion of operating lease liabilities |
5,317 | 4,791 | ||||||
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|
|||||
| Total current liabilities |
27,803 | 31,265 | ||||||
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|
|||||
| Long-term debt, net |
55,539 | 55,151 | ||||||
| Deferred revenue |
— | 2 | ||||||
| Operating lease liabilities |
19,801 | 22,686 | ||||||
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|
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| Total liabilities |
103,143 | 109,104 | ||||||
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| Commitments and contingencies |
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| Equity: |
||||||||
| Preferred stock, $0.01 par value: 10,000 shares authorized; no shares issued or outstanding on June 30, 2025 and December 31, 2024 |
— | — | ||||||
| Common stock, $0.01 par value: 250,000 shares authorized; 66,113 and 55,679 shares issued and outstanding on June 30, 2025 and December 31, 2024, respectively |
661 | 557 | ||||||
| Additional paid-in capital |
469,070 | 446,938 | ||||||
| Accumulated deficit |
(442,584 | ) | (419,789 | ) | ||||
|
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|
|
|||||
| Total Stockholders’ equity |
27,147 | 27,706 | ||||||
| Non-controlling interest |
4,360 | 4,093 | ||||||
|
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|
|
|
|||||
| Total equity |
31,507 | 31,799 | ||||||
|
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|
|||||
| Total liabilities and equity |
$ | 134,650 | $ | 140,903 | ||||
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NEURONETICS, INC.
Consolidated Statements of Cash Flows
(Unaudited; In thousands)
| Six months ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Cash flows from Operating activities: |
||||||||
| Net loss |
$ | (22,528 | ) | $ | (17,705 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Depreciation and amortization |
1,812 | 1,115 | ||||||
| Allowance for credit losses |
83 | 1,238 | ||||||
| Inventory impairment |
177 | 94 | ||||||
| Share-based compensation |
3,258 | 2,901 | ||||||
| Non-cash interest expense |
388 | 474 | ||||||
| Loss on disposal of property and equipment |
43 | — | ||||||
| Changes in certain assets and liabilities: |
||||||||
| Accounts receivable, net |
(2,479 | ) | (3,204 | ) | ||||
| Inventory |
(791 | ) | 1,844 | |||||
| Net investment in sales-type leases |
12 | 614 | ||||||
| Prepaid commission expense |
613 | (482 | ) | |||||
| Prepaid expenses and other assets |
3,356 | 683 | ||||||
| Accounts payable |
(1,803 | ) | (844 | ) | ||||
| Accrued expenses |
(2,236 | ) | (3,359 | ) | ||||
| Other liabilities |
(320 | ) | — | |||||
| Deferred revenue |
(82 | ) | (353 | ) | ||||
|
|
|
|
|
|||||
| Net Cash used in Operating activities |
(20,497 | ) | (16,984 | ) | ||||
|
|
|
|
|
|||||
| Cash flows from Investing activities: |
||||||||
| Purchases of property and equipment and capitalized software |
(471 | ) | (991 | ) | ||||
| Repayment of notes receivable |
— | 940 | ||||||
|
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|
|
|
|||||
| Net Cash used in Investing activities |
(472 | ) | (51 | ) | ||||
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|
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| Cash flows from Financing activities: |
||||||||
| Proceeds from the issuance of common stock |
20,700 | — | ||||||
| Payments of common stock offering issuance costs |
(1,731 | ) | — | |||||
| Proceeds from exercises of stock options |
9 | — | ||||||
|
|
|
|
|
|||||
| Net Cash provided by Financing activities |
18,978 | — | ||||||
|
|
|
|
|
|||||
| Net decrease in Cash, Cash equivalents and Restricted cash |
(1,990 | ) | (17,035 | ) | ||||
| Cash, Cash equivalents and Restricted cash, Beginning of Period |
19,459 | 59,677 | ||||||
|
|
|
|
|
|||||
| Cash, Cash equivalents and Restricted cash, End of Period |
$ | 17,469 | $ | 42,642 | ||||
|
|
|
|
|
|||||
| Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet: |
||||||||
| Cash and cash equivalents |
10,969 | 42,642 | ||||||
| Restricted cash and cash equivalents |
6,500 | — | ||||||
|
|
|
|
|
|||||
| Total cash, cash equivalents and restricted cash |
$ | 17,469 | $ | 42,642 | ||||
|
|
|
|
|
|||||
Non-GAAP Financial Measures (Unaudited)
EBITDA is not a measure of financial performance under generally accepted accounting principles in the U.S. (“GAAP”), and should not be construed as a substitute for, or superior to, GAAP net loss. However, management uses both the GAAP and non-GAAP financial measures internally to evaluate and manage the Company’s operations and to better understand its business. Further, management believes that the addition of the non-GAAP financial measures provides meaningful supplementary information to, and facilitates analysis by, investors in evaluating the Company’s financial performance, results of operations and trends. The Company’s calculation of EBITDA may not be comparable to similarly designated measures reported by other companies, because companies and investors may differ as to what type of events warrant adjustment.
The following table reconciles reported net loss to EBITDA:
| Three Months ended June 30, |
Six months ended June 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||
| Net loss |
$ | (9,839 | ) | $ | (9,832 | ) | $ | (22,528 | ) | $ | (17,705 | ) | ||||
| Interest expense, net |
1,781 | 1,325 | 3,456 | 2,339 | ||||||||||||
| Income taxes |
— | — | — | — | ||||||||||||
| Depreciation and amortization |
901 | 555 | 1,812 | 1,115 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EBITDA |
$ | (7,157 | ) | $ | (7,952 | ) | $ | (17,260 | ) | $ | (14,251 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
Non-GAAP Pro forma and Adjusted Pro forma revenue information (Unaudited)
The following table presents the Company’s pro forma operating results, giving effect to the acquisition of Greenbrook as if the transaction had occurred on January 1, 2024. These pro forma results are based on assumptions that management believes are reasonable under the circumstances. However, they are not necessarily indicative of the Company’s future performance. The pro forma financial information reflects the historical operating results of both the Company and Greenbrook, with all intercompany transactions eliminated. The Adjusted pro forma results further reflect eliminations related to the closure of certain clinics in 2024. The pro forma data does not include the impact of any potential synergies or cost-saving initiatives resulting from the acquisition:
| Three Months ended June 30, 2024 |
||||
| (in thousands) | ||||
| Neuronetics |
$ | 16,450 | ||
| Greenbrook |
20,408 | |||
| Intercompany revenue |
(2,283 | ) | ||
|
|
|
|||
| Total Pro forma |
34,575 | |||
| Adjusted for clinic closures |
(2,404 | ) | ||
|
|
|
|||
| Adjusted Pro forma Revenue |
$ | 32,171 | ||
|
|
|
|||
| Three Months ended June 30, 2024 |
||||
| (in thousands) | ||||
| Neuronetics Treatment sessions |
$ | 11,660 | ||
| Intercompany Treatment sessions |
(2,096 | ) | ||
|
|
|
|||
| Total Pro forma Treatment sessions |
9,564 | |||
|
|
|
|||
Exhibit 99.2
Neuronetics COMPANY PRESENTATION NASDAQ: STIM August 2025 Transforming Lives Through NeuroHealth
Forward Looking Statements This presentation contains estimates and other statistical data prepared by independent parties and by Neuronetics, Inc. (“Neuronetics” or the “Company”) relating to market size and growth and other data about the industry in which the Company operates. These estimates and data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and data. Certain statements in this presentation, 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 presentation 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 2025, 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 presentation. These risks and uncertainties include, without limitation, risks and uncertainties related to: the effect of the transaction with Greenbrook TMS Inc. (“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 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 fourth quarter of 2025. 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, 2024, 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 presentation. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information, future events, or changes in the Company’s expectations. Company Confidential 2
Non-GAAP Financial Measures In addition to financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), from time to time we may use or publicly disclose certain non-GAAP financial measures in the course of our financial presentations, earnings releases, earnings conference calls, and otherwise. For these purposes, the SEC defines a non-GAAP financial measure as a numerical measure of historical or future financial performance, financial positions, or cash flows that (i) exclude amounts, or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with GAAP in financial statements, and (ii) include amounts, or is subject to adjustments that effectively include amounts, that are excluded from the most directly comparable measure so calculated and presented. Non-GAAP financial measures are provided as additional information to investors to provide an alternative method for assessing our financial condition and operating results. We believe that these non-GAAP measures, when taken together with our GAAP financial measures, allow us and our investors to better evaluate our performance and profitability. These measures are not in accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. These measures should be used in addition to and in conjunction with results presented in accordance with GAAP, and should not be relied upon to the exclusion of GAAP financial measures. Pursuant to the requirements of Regulation G, whenever we refer to a non-GAAP financial measure, we will also generally present, the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference with such comparable GAAP financial measure. Company Confidential 3
Presenters 39+ years of experience 20+ years of experience Keith Sullivan Steven Pfanstiel President & EVP, Chief Financial Officer & Chief Executive Officer Treasurer Company Confidential 4
221,376 Unique Patients Treated 7,912,427 STRONGER Treatments Administered together Two of the nation’s largest mental health and $129M device companies are now combined to create an annual revenue (2024) 1 organization with the ability to leverage its scale and capabilities to treat more patients suffering from mental health conditions (1) This revenue is the full year 2024 consolidated adjusted net proforma revenue as further defined on slide 29 Company Confidential 5
A Diversified Business Model with Strategic Advantages from the Company’s Combined Expertise Neuronetics is now a vertically integrated organization providing greater access to mental health treatments through our collective expertise NeuroStar Market Leader in Transcranial Magnetic Stimulation (TMS) • Unrivalled Clinical Results: Long-Term Relief for Depression • Widely Reimbursed • Proven Formula for Practice Success • Top Tier Training and Best Practices • Comprehensive Direct Sales and Support Team Greenbrook Mental Health Services Provider • Large Network of Clinics • Offer New Paradigms for Treating Depression • Established and Growing Network of Referring Physicians • Centralized, Scalable Business Infrastructure • Patient Focused Service Company Confidential 6
Stronger Commercial Footprint & Opportunity Together Greenbrook Locations: Together, with Better Me Provider Operating 95 Treatment (BMP) practices… we have over 390 Clinics in 15 States BMP clinics in 49 states Greenbrook Total Amount of 57,971 Patients Patients Treated 1.9M treatments Company Confidential 7
A Compelling Investment Opportunity Combines one of the U.S.’s most utilized therapeutic platforms for the treatment of MDD with one of the largest service providers to renew even more lives Large patient population best served by managing the therapeutic paradigm Multiple initiatives in place to drive accelerated growth across the organization The NEW Significant, realized cost reductions enable immediate operating leverage Transformed financial profile adds scale and supportive balance sheet Poised to deliver mid-teens revenue growth and expected to achieve profitability in near-term Company Confidential 8
Senior Leadership Management Team Board of Directors Keith Sullivan Cory Anderson Sara Grubbs Jeff Jones Rob Cascella Avinash Amin, MD Sheryl Conley Sasha Cucuz President & CEO SVP, Chief SVP, Chief SVP, Chief Board Chairman Technology Officer Revenue Officer of Operations Bill Leonard Andrew Macan Steven Pfanstiel Lisa Metzner-Rosas Glenn Muir Megan Keith Sullivan EVP, Chief EVP, GC & Chief EVP, Chief Financial SVP, Chief Rosengarten Clinic Officer Compliance Officer Officer & Treasurer Marketing Officer Company Confidential 9
Over 29 Million Lives Affected by Depression and OCD Nearly 8 million patients are poorly served by antidepressant medication • Lack of Treatment Efficacy Total Available Market • Intolerable Side Effects Adult Depression (MDD) Adolescent Depression 4.3 million suffering4 29.3 million 21 million suffering1 1 million on medications5 6.4 million on medication1,2,3 New indication: 35% increase in addressable market U.S. Adults and Adolescents (ages 15-21) suffering from depression, depression with anxiety and OCD Anxious Depression OCD 53% of MDD patients have 4 million suffering7 significant anxiety6 235k on medication8 (1) NIMH https://www.nimh.nih.gov/health/statistics/major-depression.shtml, accessed 4/29/2024. (2) Per STAR*D patients that have failed one or more antidepressant trial of adequate dose and duration. (3) Journal of Clinical Psychiatry, accessed 3/7/2022. (4) Depression- Pharma Intelligence Disease Analysis, www.datamonitorhealthcare.com, Publication Date: June 2021. (5) Key Substance Use and Mental Health Indicators in the United States: Results from the 2017 National Survey on Drug Use and Health. (6) Kalin N, The Critical Relationship Between Anxiety and Depression, Am J Psychiatry 2020; 177:365–367; doi: 10.1176/appi.ajp.2020.20030305. (7) Harvard Medical School, 2007. National Comorbidity Survey (NCSSC). (8) Definitive Health Diagnosis/Prescription Data: 3/25/22. Company Confidential 10
Our Combined Company is Positioned to Capitalize on Innovations in the Mental Health Space Medication Management Interventional Patients Medical Medication Technology Psychotherapy Company Confidential 11
#1 Physician Recommended TMS We’re inspired every day by the opportunity to help people live more fulfilling lives Dedicated to Practice Market Leader in TMS1 Success Over 7.6 million treatment Largest direct sales and sessions performed in over customer support team in the 209,000 patients industry to support over 1,100 U.S. offices1 Robust R&D Pipeline Widely Reimbursed 3rd generation system. Largest Dedicated to driving health policy clinical dataset in the world to to ensure broad U.S. drive new indications reimbursement among commercial and government payors (1) Neuronetics, Inc. internal estimate based on the Company’s data on treatment sessions and patients treated. Company Confidential 12
Proven, Long-Term Relief for MDD1 Real-World Clinical Results Clinically Proven Durability for Patients with MDD2 through 12 Months1 83% Improvement in depression symptoms1 62% Symptom relief (remission)1 (1) Dunner DL, et al. (2014). J Clin Psychiatry. 75(12):1394-1401. (2) Sackeim HA, et al. (2020) J. Affect. Disord. 277:65-74. Based on a real-world, retrospective study using CGI-S and a sample size of 615 patients. Company Confidential 13
As the Market Leader, NeuroStar is Revolutionizing Mental Health with New Adolescent Indication st NeuroStar is the first FDA-cleared TMS 1 to Market 1 treatment for adolescent depression For adolescents, NeuroStar can be used as an 1st Line Treatment add-on treatment, without prior medication failures (1) FDA Clearance K231926. Company Confidential 14
Better Me Program (BMP) Transforms the Lives of More Patients Designed to lead the industry in the standards for patient care 390+ NeuroStar Clinics are in BMP Program 3.3x more patients treated in BMP vs. non-BMP1 *Clinical evidence demonstrates superior outcomes for patients who complete a course of NeuroStar therapy compared to those who do not complete treatment. However, the actual number of sessions performed is subject to the medical judgment of the prescribing physician. The number of treatment sessions performed is not a selection criteria for entry into the Better Me Guarantee Program and will not be used as a basis to remove a provider from the program. | 1. Data on file, Neuronetics, Inc. Company Confidential 15
With the 5-Standards, Better Me Practices are Quickly Addressing Interested Patients in Need 2x Faster from potential patient interest to MT 2023 Q4 2024 & (Pre-BMP) Q1 2025 96 days 42 days All patient interest in Active BMP Local Consumable Offices; Oct 1, 2024 – Mar 31, 2025 vs. Jan 1-Dec 31, 2023 Company Confidential 16
NeuroStar University Since NSU opened in Q3 2022, NSU attendees have started 36% more patients than non-attendees.* Actual Treatment Session Utilization: NSU Attendees vs. Non-Attendees 110,000 99,511 97,755 100,000 NSU Opens 93,657 90,000 83,676 80,000 73,090 81,608 70,000 60,957 57,707 69,391 60,000 48,564 61,376 63,732 50,000 58,263 Attended NSU 49,590 49,876 40,000 50,252 No A 2-DAY COURSE HELD AT OUR 30,000 41,309 STATE-OF-THE-ART TRAINING CENTER Yes 20,000 Practices learn how to achieve the best 1 2 3 4 1 2 3 4 1 2 3 4 1 2 clinical outcomes and market their NeuroStar 2022 2023 2024 2025 business, through a combination of instruction and peer to peer learning. Practices that attend NSU consistently outperform practices that do not on a quarterly basis. NSU attendees performed 20% more treatment sessions in Q2 2025 than the sites that did not attend NSU. Company Confidential *Data does not include Greenbrook or inactive sites – through 6/30/2025 17
Partnering with Practices to Build Local Consumer Awareness1 – this one Co-Op Marketing: collaborative effort with practices to increase local patient awareness while sharing advertising costs +22% +22% treatment session utilization* in new MTs* * Q2 2025 vs. Q2 2024 data from accounts who participated in Co-Op in the prior two consecutive quarters (Q1 2025 & Q4 2024). Data on file, Neuronetics, Inc. 18
SPRAVATO® Program In March 2019, the FDA approved SPRAVATO® (esketamine) nasal spray, in conjunction with an oral antidepressant, for Treatment Resistant Depression in adults and in August 2020, the FDA added a second indication for depressive symptoms in adults with MDD with acute suicidal ideation or behavior SPRAVATO® fills the gap in the treatment paradigm between or before TMS and Electroconvulsive Therapy, providing for a complimentary treatment to TMS, effectively broadening Greenbrook offering to patients Delivered in a two-spray dispenser under supervision from a health care professional as patients self-administer Treatment consists of: Induction (8 treatments)—Twice a week for 4 weeks Taper (4 treatments)—Once a week for 4 weeks Maintenance—Once every one to two weeks for the next year We currently have a total of 77 Treatment Centers now offering SPRAVATO® and expect to have over 80 Treatment Centers offering SPRAVATO® by the end of Fiscal 2025 through an accelerated roll-out Company Confidential 19
Key Growth Initiatives for Network Clinics Focus on execution, profitable product diversification & expansion Drive growth in 95 clinics through enhanced RAM clinic Identifying and engagement, leveraging automated referral systems Educating Patients and optimized digital/DTC targeting Expanding the Fill the gap in treatment paradigm with SPRAVATO® Continuum of Care for expansion to all locations with Buy & Bill model that Patients increases treatment revenue Consistent Standardize operational excellence across our network Implementation of Best through comprehensive training, enhanced practice Operation Practices capabilities, and centralized services Company Confidential 20
Key Growth Initiatives for Customer Clinics Harnessing the power of our proven programs to help more patients in need Expand referral networks for 390+ BMP Clinics to Expand BMP Network increase patient flow, 110+ additional sites committed to the program Continued implementation of fully optimized digital/DTC Patient Education investment benefitting patients and BMP practices Expanding Services to Centralized call center to help BMP providers manage Existing Customers patient inquires more efficiently (billing and contracts) Company Confidential 21
Comprehensive Direct Sales 40 Practice Development & Customer Support Team Managers 10 10 Reimbursement Area Sales Specialists & Managers Managers Experienced team 21 02 Regional Clinical Training Account Managers dedicated to consistent Managers growth and practice success 07 18 Customer Field Service Service and Technical Representatives Support 14 Sales Leaders Company Confidential 22
Poised to Deliver Mid-Teens Growth and Positive Cash Flow FY 2025 Guidance Revenue $149M to $155M (+15% to +19% Pro Forma YoY) 2 Between 48% and 50%1 Gross Margin Prior Guidance of approximately 55%2 Operating Expenses $100M—$105M1 Prior Guidance of $90M—$98M2 Cash Flow Q3 Cash Flow from Operations: $(3)M—$0M1 Positive Cash Flow from Operations in Q4 20251 Prior Guidance of Cash Flow Positive in Q3 20252 (1) Guidance as issued on August 5, 2025 (2) Previously issued guidance as announced on or before May 6, 2025 Company Confidential 23
Financial Overview Neuronetics transforming lives through NeuroHealth Neuronetics Company Confidential 24 24
Worldwide Quarterly Revenue1 ($ in ($ millions) in millions) Q2 2025 Revenue of $38.1M, a 132% increase from Q2 2024 $45 $40 $37.0—$39.0 $38.1 $35 $32.0 $30 $25 $22.5 $20.3 $20 $17.9 $18.5 $17.6 $17.4.0 $16.5 $15.5 $15 $10 $5 $0 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Guidance (1) 2023 and 2024 actual revenue as reported and filed with the SEC for Neuronetics Company Confidential 25
Results of Operations1 ($ in ( thousands) $ in thousands) Three Months Ended June 30, 2024 2025 Revenues $16,450 $38,108 YOY Growth 132% Gross Profit 12,179 17,758 Gross Margin 74% 47% Operating Expenses: Sales and Marketing 12,303 11,868 % of Revenues 75% 31% General and Administrative 6,148 12,150 % of Revenues 37% 32% Research and Development 2,235 1,798 % of Revenues 14% 5% Total Operating Expenses 20,686 25,816 Loss from Operations ($8,507) ($8,058) % of Revenues -52% -21% (1) Actual results as reported and filed with the SEC for Neuronetics Company Confidential 26
Financial Position ($ in ($ in thousands thousands) As of June 30, 2025 Cash and Cash Equivalents $10,969 Restricted Cash $6,500 Other Assets $117,181 Total Assets $134,650 Long-term debt, net $55,539 Convertible Preferred Stock Warrant Liability $0 Convertible Preferred Stock $0 Accumulated Deficit ($442,584) Total Stockholders’ Equity $27,147 Company Confidential 27
Worldwide Quarterly Revenue1 ($ in ($ millions) in millions) Q2 2025 Revenue of $38.1M, an 18% increase from Q2 2024 $45 $40 $38.1 $37.0—$39.0 $35 $33.5 $33.9 $32.2 $32.0 $29.8 $30 $25 $20 $15 $10 $5 $0 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Guidance (1) 2024 revenue is based on Adjusted Pro forma revenue, pro forma revenue adjusted for Greenbrook store closures, per slide 29 Company Confidential 28
Non-GAAP Pro Forma and Adjusted Pro Forma Revenue Information (Unaudited) ($ in thousands) The following table presents the Company’s pro forma operating results, giving effect to the acquisition of Greenbrook as if the transaction had occurred on January 1, 2024. These pro forma results are based on assumptions that management believes are reasonable under the circumstances. However, they are not necessarily indicative of the Company’s future performance. The pro forma financial information reflects the historical operating results of both the Company and Greenbrook, with all intercompany transactions eliminated. The Adjusted pro forma results further reflect eliminations related to the closure of certain clinics in 2024. The pro forma data does not include the impact of any potential synergies or cost-saving initiatives resulting from the acquisition: Q1-2024 Q2-2024 Q3-2024 Q4-2024 FY 2024 Neuronetics $ 17,417 16,450 18,530 18,048 $ 70,445 Greenbrook 18,012 20,408 19,072 18,004 75,496 Intercompany revenue (2,884) (2,283) (2,392) (1,278) (8,837) Total Pro forma 32,545 34,575 35,210 34,774 137,104 Adjusted for clinic closures (2,778) (2,404) (1,652) (839) (7,673) Adjusted Pro forma Revenue $ 29,767 32,171 33,558 33,935 $ 129,431 Q1-2024 Q2-2024 Q3-2024 Q4-2024 FY 2024 Neuronetics Treatment session $ 12,988 11,660 13,326 12,858 $ 50,832 Intercompany Treatment session (2,760) (2,096) (2,220) (1,172) (8,248) Total Pro forma Treatment session 10,228 9,564 11,106 11,686 42,584 Company Confidential 29
Annual Revenue1 ($ in ($ millions) in millions) Annual Revenue by Geography $160 $149.0—$155.0 $140 $129.4 $2.4 $120 $100 $80 $127.0 $60 $40 $20 $0 2024 2025 Guidance US OUS (1) 2024 is Adjusted Pro forma revenue, pro forma revenue adjusted for Greenbrook store closures, per slide 29 Note: Guidance is inclusive of US and OUS revenue Company Confidential 30
Supplemental Information Neuronetics, Inc. . Company Confidential 31
Local Consumables New MTs (New Patient Starts) & Utilization Local Consumable Monthly Utilization & New MTs Jan 2021 – Jun 2025 45,000 40,000 1,300 35,000 1,100 30,000 25,000 900 20,000 700 15,000 10,000 500 5,000 —300 Utilization New MT’s 32 Company Confidential
Supplemental Financial and Operating Information 1 ($ in thousands) 2023 2024 2025 2023 2024 Revenue ($ thousands) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 FY FY Total U.S. NeuroStar Advanced Therapy System Revenues $3,850 $4,489 $3,597 $4,524 $3,310 $4,000 $4,108 $3,849 $2,846 $3,484 $16,460 $15,267 YoY Change 6% 2% -9% -2% -14% -11% 14% -15% -14% -13% -1% -7% Total U.S. Treatment Sessions Revenues $10,643 $12,314 $13,060 $14,878 $12,988 $11,660 $13,326 $12,858 $9,612 $10,773 $50,895 $50,832 YoY Change 12% 9% 10% 20% 22% -5% 2% -14% -26% -8% 13% 0% Total U.S. Clinic Revenues $0 $0 $0 $0 $0 $0 $0 $4,445 $18,659 $23,024 $0 $4,445 YoY Change na na na na na Total U.S. Other Revenues $471 $486 $554 $470 $495 $470 $488 $490 $366 $375 $1,981 $1,943 YoY Change 16% 7% 24% 5% 5% -3% -12% 4% -26% -20% 13% -2% Total U.S. Revenues $14,964 $17,289 $17,211 $19,872 $16,793 $16,130 $17,922 $21,642 $31,483 $37,656 $69,336 $72,487 YoY Change 11% 7% 6% 13% 12% -7% 4% 9% 87% 133% 9% 5% Total International Revenues $576 $321 $673 $442 $624 $320 $608 $851 $492 $452 $2,012 $2,402 YoY Change -13% 62% 166% -36% 8% 0% -10% 93% -21% 41% 12% 19% Total Revenues $15,540 $17,610 $17,884 $20,314 $17,417 $16,450 $18,530 $22,493 $31,975 $38,108 $71,348 $74,890 YoY Change 10% 8% 8% 12% 12% -7% 4% 11% 84% 132% 9% 5% 2023 2024 2025 2023 2024 U.S. Operating and Financial Metrics Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 FY FY Total NeuroStar Systems 49 54 43 58 40 49 48 47 31 41 204 184 YoY Change 7% -8% -14% 0% -18% -9% 12% -19% -23% -16% -4% -10% (1) Actual results as reported and filed with the SEC for Neuronetics Company Confidential 33
Supplemental Financial and Operating Information 1 ($ in thousands) 2024 2025 2024 Revenue ($ thousands) Q1 Q2 Q3 Q4 Q1 Q2 FY Total U.S. NeuroStar Advanced Therapy System Revenues $3,310 $4,000 $4,108 $3,849 $2,846 $3,484 $15,267 YoY Change -14% -11% 14% -15% -14% -13% -7% Total U.S. Treatment Sessions Revenues $10,228 $9,564 $11,106 $11,686 $9,612 $10,773 $42,584 YoY Change -4% -22% -15% -21% -6% 13% -16% Total U.S. Clinic Revenues $15,234 $18,004 $17,420 $17,165 $18,659 $23,024 $67,823 YoY Change 22% 28% n/a Total U.S. Other Revenues $371 $283 $316 $384 $366 $375 $1,354 YoY Change -21% -42% -43% -18% -1% 33% -32% Total U.S. Revenues $29,143 $31,851 $32,950 $33,084 $31,483 $37,656 $127,028 YoY Change 95% 84% 91% 66% 8% 18% 83% Total International Revenues $624 $320 $608 $851 $492 $452 $2,402 YoY Change 8% 0% -10% 93% -21% 41% 19% Total Revenues $29,767 $32,171 $33,558 $33,935 $31,975 $38,108 $129,431 YoY Change 92% 83% 88% 67% 7% 18% 81% 2024 2025 2024 U.S. Operating and Financial Metrics Q1 Q2 Q3 Q4 Q1 Q2 FY Total NeuroStar Systems 40 49 48 47 31 41 184 YoY Change -32% -2% -17% -19% -23% -16% -10% (1) 2024 revenue is Adjusted Pro forma revenue, pro forma revenue adjusted for Greenbrook store closures, per slide 29 Company Confidential 34