Amended Securities Registration (section 12(b)) (8-a12b/a)
April 09 2021 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
NEURONETICS,
INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38546
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33-1051425
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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3222 Phoenixville Pike, Malvern, PA
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19355
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (610)
640-4202
(Former name
or former address, if changed since last report.) Not applicable.
Securities to be registered pursuant to Section 12(b) of the
Act:
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Title of each class
to be so registered
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Name of each exchange on which
each
class is to be registered
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Preferred Share Purchase Rights
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The Nasdaq Stock Market LLC
(The Nasdaq Global Market)
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box ☒
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box ☐
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1. Description of Registrants Securities to be Registered.
Neuronetics, Inc. (Neuronetics) previously filed a Registration Statement on
Form 8-A (the Registration Statement) with the Securities and Exchange Commission (the SEC) on April 8, 2020, relating to that certain Rights Agreement dated as of
April 8, 2020, by and between Neuronetics and American Stock Transfer & Trust Company, LLC, as rights agent (the Rights Agreement). On April 8, 2021, in accordance with the terms of the Rights Agreement, the rights
issued thereunder (the Rights) expired. This Amendment to Form 8-A amends and supplements the information set forth in the Registration Statement, and is being filed by Neuronetics to
deregister the Rights.
On April 9, 2021, the Company filed with the office of the Secretary of State of the State of Delaware a
Certificate of Elimination (the Certificate of Elimination), which, effective upon filing, eliminated from the Companys Ninth Amended and Restated Certificate of Incorporation, as amended, all matters set forth in Neuronetics
Certificate of Designation of Rights, Preferences and Privileges of Series A Junior Participating Preferred Stock (the Series A Junior Participating Preferred Stock), as filed with the Secretary of State of the State of Delaware on
April 8, 2020. The 50,000 shares of preferred stock previously designated as Series A Junior Participating Preferred Stock were eliminated and returned to the status of authorized but unissued shares of preferred stock, without designation.
Neuronetics stockholders are not required to take any action as a result of the expiration of the Rights Agreement. No shares of the Series A Junior Participating Preferred Stock were issued and outstanding at the time of filing of the
Certificate of Elimination.
The foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be
complete and is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is filed with this Registration Statement on Form 8-A/A as Exhibit 3.1 and is incorporated by
reference herein.
Item 2. Exhibits.
The following exhibits are filed as a part of this Registration Statement:
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Exhibit
Number
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Description
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3.1
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Certificate of Elimination of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Neuronetics, Inc. with the SEC
on April 9, 2021).
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4.1
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Rights Agreement dated as of April 8, 2020, by and between Neuronetics, Inc. and American Stock Transfer & Trust Company, LLC, as rights agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Neuronetics, Inc. with the SEC on April 8, 2020).
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SIGNATURE
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.
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NEURONETICS, INC.
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(Registrant)
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Date: April 9, 2021
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By:
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/s/ W. Andrew Macan
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Name:
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W. Andrew Macan
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Title:
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Senior Vice President and General Counsel
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