Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on February 4, 2025

Registration No. 333-   

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Neuronetics, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		33-1051425
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
3222 Phoenixville Pike Malvern, PA		19355
(Address of Principal Executive Offices)		(Zip Code)

2020 Inducement Incentive Plan

2018 Equity Incentive Plan

(Full title of the plans)

W. Andrew Macan

Neuronetics, Inc.

3222 Phoenixville Pike

Malvern, PA 19355

[phone]

(Name, address and telephone number, including area code, of agent for service)

 

 

Copy to:

Brian Short

Ballard Spahr LLP

1735 Market Street, 51^st Floor

Philadelphia, PA 19103

[phone]

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated Filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

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EXPLANATORY NOTE

This Registration Statement is being filed by Neuronetics, Inc. (the “Company”), in accordance with General Instruction E to Form S-8, to register additional shares of common stock for issuance (i) under the Neuronetics, Inc. 2020 Inducement Incentive Plan (the “Inducement Plan”), as approved by the Company’s Board of Directors on November 7, 2024, increasing the aggregate number of shares of common stock for issuance under the Inducement Plan by 1,280,460 shares, (ii) under the Neuronetics, Inc. 2018 Equity Incentive Plan (the “Equity Incentive Plan”), as adopted by the Company’s Board of Directors as of December 9, 2024, increasing the aggregate number of shares of common stock for issuance under the Equity Incentive Plan by 4,210,766 shares, and (iii) 7,754,344 shares issuable in the aggregate pursuant to the automatic increase under Section 3(a) of the Equity Incentive Plan. The contents of the Company’s Registration Statement on Form S-8 (No. 333-252233) filed with the Securities and Exchange Commission (the “Commission”) on January 19, 2021 are incorporated by reference into this Registration Statement.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the Company with the SEC, are incorporated in this Registration Statement by reference:

 

(a)	the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 8, 2024;

 

(b)	the information specifically incorporated by reference into the Company’s Annual Report on Form 10-K from its Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 11, 2024;

 

(c)	the Company’s Quarterly Reports on Form 10-Q for the quarters ended March  31, 2024, June  30, 2024 and September 30, 2024, filed with the SEC on May 7, 2024, August 12, 2024, and November 12, 2024, respectively;

 

(d)

the Company’s Current Reports on Form 8-K filed with the SEC on March 25, 2024, March  28, 2024, May  7, 2024, June  3, 2024, June  6, 2024, July  30, 2024, August  12, 2024, August  12, 2024, August  13, 2024, August  14, 2024, August  15, 2024, October  2, 2024, October  4, 2024, October  4, 2024, November  1, 2024, November  12, 2024, November  12, 2024, November  12, 2024, November  13, 2024, December  10, 2024, and January 13, 2025 (in each case other than any portions thereof deemed furnished and not filed); and

 

(e)	the description of the Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-38546) filed with the Commission on June 19, 2018, including any amendments or reports filed for the purpose of updating such description.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended, on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Our Commission File Number is 001-38546.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 8. Exhibits.

 

Exhibit Number		Description of Document
4.1		Ninth Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed July 6, 2018).
4.2		Certificate of Amendment to the Company’s Ninth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed May 30, 2019).
4.3		Certificate of Amendment to the Company’s Ninth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed December 10, 2024).
4.4		Fourth Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed December 29, 2022).
4.5		Certificate of Designations of Series A Junior Participating Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed April 8, 2020).
4.6		Certificate of Elimination of Series A Junior Participating Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed April 9, 2021).
4.7		Specimen Stock Certificate evidencing shares of common stock of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-225307)).
4.8		Description of the Company’s Securities Registered Pursuant to Section  12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on March 3, 2020).
5.1*		Opinion of Ballard Spahr LLP.
10.1		2020 Inducement Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-8 (File No. 333-252233)).
10.2		2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38546) filed on November 6, 2018).
10.3*		Amendment to the 2020 Inducement Incentive Plan.
10.4*		Amendment to the 2018 Equity Incentive Plan.
23.1*		Consent of KPMG LLP, independent registered public accounting firm.
23.2*		Consent of Ballard Spahr LLP (included in Exhibit 5.1 hereto).
24.1*		Power of Attorney (set forth on the signature page of this Registration Statement).
107*		Filing Fee Table.

 

*	Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Malvern, Commonwealth of Pennsylvania, on February 4, 2025.

 

NEURONETICS, INC.

/s/ Stephen Furlong

Stephen Furlong

EVP, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Keith J. Sullivan and Stephen Furlong, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for such individual in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney in fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney in fact, proxy and agent, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated:

 

Signature		Title		Date
/s/ Keith J. Sullivan		President, Chief Executive Officer and Director		February 4, 2025
Keith J. Sullivan		(Principal Executive Officer)
/s/ Stephen Furlong		EVP, Chief Financial Officer and Treasurer		February 4, 2025
Stephen Furlong		(Principal Financial and Accounting Officer)
/s/ Megan Rosengarten		Director		February 4, 2025
Megan Rosengarten
/s/ Sheryl Conley		Director		February 4, 2025
Sheryl Conley
/s/ Avinash Amin, MD		Director		February 4, 2025
Avinash Amin, MD
/s/ Sasha Cucuz		Director		February 4, 2025
Sasha Cucuz
/s/ Glenn Muir		Director		February 4, 2025
Glenn Muir
/s/ Robert Cascella		Director		February 4, 2025
Robert Cascella

Exhibit 5.1

 

 

February 4, 2024

Board of Directors

Neuronetics, Inc.

3222 Phoenixville Pike

Malvern, Pennsylvania 19355

 

Re:	Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Neuronetics, Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of additional shares of common stock for issuance (i) under the Neuronetics, Inc. 2020 Inducement Incentive Plan (the “Inducement Plan”), as approved by the Company’s Board of Directors on November 7, 2024, increasing the aggregate number of shares of common stock for issuance under the Inducement Plan by 1,280,460 shares (the “Inducement Shares”), (ii) under the Neuronetics, Inc. 2018 Equity Incentive Plan (the “Equity Incentive Plan”), as adopted by the Company’s Board of Directors as of December 9, 2024, increasing the aggregate number of shares of common stock for issuance under the Equity Incentive Plan by 4,210,766 shares, and (iii) 7,754,344 shares issuable in the aggregate pursuant to the automatic increase under Section 3(a) of the Equity Incentive Plan (subclause (ii) and (iii) collectively, the “EIP Shares”).

As counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion, and we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Inducement Shares and EIP Shares. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. For the purpose of the opinion rendered below, we have assumed that in connection with the issuance of the Inducement Shares and EIP Shares, the Company will receive consideration in an amount not less than the aggregate par value of the Inducement Shares and EIP Shares covered by each such issuance.

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Board of Directors

February 4, 2024

Page 2

 

Based upon and subject to the foregoing, it is our opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Inducement Shares and EIP Shares pursuant to the terms of the Inducement Plan and the Equity Incentive Plan, and (iii) receipt by the Company of the consideration for the Inducement Shares and EIP Shares specified in the applicable resolutions of the Board of Directors or a duly authorized committee thereof and the Inducement Plan and Equity Incentive Plan, the Inducement Shares and EIP Shares will be validly issued, fully paid and nonassessable. The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, the Delaware Constitution and reported judicial decisions interpreting those laws, each as currently in effect.

We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name wherever appearing in the Registration Statement and any amendments thereto. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Ballard Spahr LLP

Exhibit 10.3

Neuronetics, Inc.

Amendment to the 2020 Inducement Incentive Plan

WHEREAS, the Board of Directors of Neuronetics, Inc. (the “Company”) approved an amendment to the Neuronetics, Inc. 2020 Inducement Incentive Plan (the “Plan”) to increase the number of shares of the Company’s Common stock reserved for issuance under the Plan.

NOW THEREFORE, in consideration of the foregoing, the first sentence of Section 3(a) of the Plan is amended as of December 9, 2024 to read in its entirety as follows:

“(a) Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed 1,400,000 shares (the “Share Reserve”).”

IN WITNESS WHEREOF, pursuant to Section 2(b)(vi) of the Plan, the Company has caused this Amendment to be signed by its President and Chief Executive Officer as of December 9, 2024.

 

/s/ Keith J. Sullivan

Keith J. Sullivan

President and Chief Executive Officer

Exhibit 10.4

Neuronetics, Inc.

Amendment to the 2018 Equity Incentive Plan

WHEREAS, the Board of Directors of Neuronetics, Inc. (the “Company”) approved and on November 8, 2024, the stockholders of the Company ratified an amendment to the Neuronetics, Inc. 2018 Equity Incentive Plan (the “Plan”) to increase the number of shares of the Company’s Common stock reserved for issuance under the Plan.

NOW THEREFORE, in consideration of the foregoing, the first sentence of Section 3(a) of the Plan is amended as of December 9, 2024 to read in its entirety as follows:

“(a) Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed 5,592,670 shares (the “Share Reserve”), which number is the sum of (i) 3,500,000 new shares, plus (ii) the number of shares subject to the Prior Plan’s Available Reserve, plus (iii) the number of shares that are Returning Shares, as such shares become available from time to time.”

IN WITNESS WHEREOF, pursuant to Section 2(b)(vi) of the Plan, the Company has caused this Amendment to be signed by its President and Chief Executive Officer as of December 9, 2024.

 

/s/ Keith J. Sullivan

Keith J. Sullivan

President and Chief Executive Officer

Exhibit 23.1

 

						KPMG LLP Suite 4000 1735 Market Street Philadelphia, PA 19103-7501

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 7, 2024, with respect to the financial statements of Neuronetics, Inc., incorporated herein by reference.

 

Philadelphia, Pennsylvania

February 3, 2025

 

		KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Neuronetics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

 

Title of each Class of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share		Fee Calculation Rule		Proposed Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Common stock, $0.01 par value per share:
— Neuronetics, Inc. 2020 Inducement Incentive Plan		1,280,460(2)		$3.255(4)		Rule 457(h)		$4,167,897.30		$153.10 per $1,000,000		$638.11
— Neuronetics, Inc. 2018 Equity Incentive Plan		4,210,766(3)		$3.255(4)		Rule 457(h)		$13,706,043.33		$153.10 per $1,000,000		$2,098.40
— Neuronetics, Inc. 2018 Equity Incentive Plan		7,754,344 (3)		$3.255(4)		Rule 457(h)		$25,240,389.72		$153.10 per $1,000,000		$3,864.30
Total Offering Amounts								$43,114,330.35		N/A		$6,600.81
Total Fee Offsets
Net Fee Due

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock.

 

(2)	Represents additional shares of common stock reserved for issuance under the Neuronetics, Inc. 2020 Inducement Incentive Plan.

(3)	Represents additional shares of common stock reserved for issuance under the Neuronetics, Inc. 2018 Equity Incentive Plan.

(4)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low sale prices for the Common Stock on the Nasdaq Global Market on January 31, 2025.

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