Neuronetics, Inc. filed a Form 8-K on November 12, 2026, disclosing that it entered into an Underwriting Agreement on November 10, 2026, to sell 18,750,000 shares of common stock at $1.60 per share, with expected net proceeds of approximately $27.7 million.

Key Highlights

  • Offering size: 18,750,000 shares of common stock priced at $1.60 per share, with William Blair & Company, L.L.C. acting as representative of the underwriters.
  • Overallotment option: Underwriters were granted a 30-day option to purchase up to an additional 2,812,500 shares on the same terms.
  • Estimated net proceeds: Approximately $27.7 million, or approximately $31.9 million if the overallotment option is exercised in full, after deducting underwriting discounts, commissions, and estimated offering expenses.
  • Use of proceeds: The company intends to use a portion to repay outstanding term loans under the Perceptive Facility, with the remainder for general corporate purposes including sales and marketing, research and development, and working capital.
  • Perceptive Facility details: As of September 30, 2026, $65 million in aggregate principal was outstanding under the Perceptive Facility, which carries an interest rate of 11.5% and matures on July 25, 2029.
  • Expected closing: The offering was expected to close on November 12, 2026, subject to customary closing conditions.

Neuronetics' November 2026 Common Stock Offering and Debt Repayment Plans

According to the filing, Neuronetics, Inc. (NASDAQ:STIM) entered into an Underwriting Agreement on November 10, 2026, with William Blair & Company, L.L.C. as representative of the underwriters. Under the agreement, the company agreed to issue and sell 18,750,000 shares of its common stock, par value $0.01 per share, at a public offering price of $1.60 per share. All securities in the offering are being sold by the company. The offering is being made pursuant to a prospectus supplement dated November 10, 2026, and an accompanying base prospectus that forms part of a registration statement on Form S-3 (File No. 333-288526), declared effective on July 18, 2025.

The company disclosed that estimated net proceeds will be approximately $27.7 million, rising to approximately $31.9 million if the underwriters exercise their 30-day overallotment option to purchase up to an additional 2,812,500 shares in full. The company stated it intends to use a portion of the proceeds to repay outstanding term loans under its Credit Agreement and Guaranty with Perceptive Credit Holdings IV, LP. The filing noted that the company borrowed $10,000,000 under tranche 2 of that facility on August 1, 2025, and prepaid $5,000,000 of those tranche 2 term loans in March 2026. As of September 30, 2026, $65 million in aggregate principal remained outstanding under the Perceptive Facility, at an interest rate of 11.5%, with a maturity date of July 25, 2029.

Beyond debt repayment, the company disclosed it intends to use remaining proceeds for general corporate purposes, including sales and marketing, research and development, potential acquisitions or establishment of healthcare practices, inventory purchases, general and administrative matters, working capital, and capital expenditures. The filing also noted that the company's forward-looking statements, including those regarding anticipated closing and expected proceeds, are subject to the company's cautionary language and significant risks and uncertainties, with actual results potentially differing materially from those projected.

What Was Disclosed

Neuronetics filed an 8-K reporting the November 10, 2026 execution of an underwriting agreement for a public offering of 18,750,000 shares at $1.60 per share, with estimated net proceeds of approximately $27.7 million intended in part for repayment of term loans under the Perceptive Facility.