Neuronetics to acquire Greenbrook TMS in all-stock deal; combined company to be 57% owned by Neuronetics shareholders

Neuronetics, Inc.

Neuronetics issues ~25.3M shares to Greenbrook holders; existing Neuronetics shareholders own 57% of combined entity.
Greenbrook shareholders get 43% of combined co.; Madryn (key Greenbrook holder) gets 2 board seats on 7-member board.
Transaction expected to close by Dec 10, 2024, subject to shareholder & court approvals, Nasdaq review, and debt conversion conditions.
Termination fee of $1.9M payable by either party under certain circumstances.
Neuronetics will rely on Section 3(a)(10) exemption for share issuance; registration rights granted to Madryn.

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