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): March 25, 2024

NEURONETICS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-38546	33-1051425
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


3222 Phoenixville Pike, Malvern, PA		19355
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (610) 640-4202

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	Name of 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.

On March 25, 2024, based on a recent analysis of similarly situated companies, feedback from our stockholders, and other considerations, the Board of Directors (the “Board”) of Neuronetics, Inc. (the “Company”) determined that it would reduce the number of directors serving on the Board from eight to five effective immediately after the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”). Following this determination, Messrs. John K. Bakewell and Joseph H. Capper and Dr. Wilfred E. Jaeger advised the Company that they would not stand for reelection to the Board at the 2024 Annual Meeting. The decision not to seek election to the Board did not result from any disagreements with the Company regarding any matter related to the Company’s operations, policies, or practices. Their service on the Board and the Board’s committees will end at the conclusion of the 2024 Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	NEURONETICS, INC.

Date: March 28, 2024	By:	/s/ W. Andrew Macan
		Name:	W. Andrew Macan
		Title:	EVP, General Counsel, Chief Compliance Officer and Corporate Secretary

SEC Form 8-K filed by Neuronetics Inc.