Neuronetics, Inc. (STIM): M&A transaction — Neuronetics closes Greenbrook TMS acquisition; adds 2 directors; secures $10M loan amendment.

Neuronetics, Inc.

Acquisition closed Dec 9; exchange ratio 0.01021 Neuronetics share per Greenbrook share; Greenbrook to delist from OTCQB.
Madryn converted ~2.06B Greenbrook Shares from credit agreement and ~253M from interim funding, receiving Neuronetics shares at exchange ratio.
Board expanded to 7; appointed Sasha Cucuz (Greybrook CEO) and Dr. Avinash Amin (Madryn managing partner).
Credit agreement with Perceptive amended to allow $10M Tranche 3 loan for combined operations and new revenue covenants; warrant for 600k shares issued.
Combined company to operate as Neuronetics (STIM); integration targeting cost synergies and profitable growth.

item 1.01 item 2.01 item 3.02 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Neuronetics, Inc.: Amended certificate of incorporation to increase authorized common shares from 200,000,000 to 250,000,000 (effective 2024-12-10).

Change: charter amendment
Effective: 2024-12-10

Exact text from the filing

On December 10, 2024, the Company’s amended the Ninth Amended and Restated Certificate of Incorporation in connection with the Arrangement and in accordance with the terms of the Arrangement Agreement (the “Charter Amendment”). The Charter Amendment increases the number of authorized shares of Neuronetics common stock from 200,000,000 shares to 250,000,000 shares, such share authorization having been approved at the Company’s special meeting of stockholders held on November 8, 2024.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Neuronetics, Inc.: Increased board size from five to seven and appointed two new directors Sasha Cucuz and Avinash Amin, M.D (effective 2024-12-10).

Change: bylaw amendment
Effective: 2024-12-10

Exact text from the filing

On December 10, 2024, the board of directors of the Company (the “Board”) increased the number of directors on the Board from five (5) to seven (7) and appointed Sasha Cucuz and Avinash Amin, M.D.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Neuronetics, Inc. completed an acquisition involving Greenbrook TMS Inc. (closed 2024-12-09).

Action: acquisition
Counterparty: Greenbrook TMS Inc.
Closing: 2024-12-09

Exact text from the filing

(“Neuronetics” or the “Company”) with the Securities and Exchange Commission (the “SEC”), the Company entered into an Arrangement Agreement on August 11, 2024 (the “Arrangement Agreement”), with Greenbrook TMS Inc. (“Greenbrook”), pursuant to which the Company agreed to acquire all of the issued and outstanding common shares of Greenbrook (the “Greenbrook Shares”) pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (Ontario) (the “Arrangement”).

View on SEC.gov

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Neuronetics, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-24-274383

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