8-K

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) February 21, 2023

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 (610) 640-4202

(Former name or former address, if changed since last report.) Not applicable.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol (s)

Name on each exchange

on which registered

Common Stock ($0.01 par value)

STIM

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 21, 2023, the Compensation Committee of the Board of Directors (the “Board”) of Neuronetics, Inc. (the “Company”) approved annual cash incentive compensation awards for Stephen Furlong, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, and W. Andrew Macan, the Company’s Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, in the amounts of $276,901 and $252,914, respectively. In addition, the Compensation Committee recommended that the Board approve an annual cash incentive compensation award for Keith J. Sullivan, the Company’s President and Chief Executive Officer, in the amount of $841,620. The Board will consider the Compensation Committee’s recommendation at its meeting scheduled for March 2, 2023. The awards, as approved, will be paid on or about March 9, 2023.

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: February 27, 2023	By:	/s/ W. Andrew Macan
	Name:	W. Andrew Macan
	Title:	EVP, General Counsel, Chief Compliance Officer and Corporate Secretary

Neuronetics Inc. filed SEC Form 8-K: Leadership Update