false 0001227636 0001227636 2021-04-12 2021-04-12





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 12, 2021




(Exact name of registrant as specified in its charter)




Delaware   001-38546   33-1051425
(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification No.)


3222 Phoenixville Pike, Malvern, PA   19355
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (610) 640-4202

(Former name or former address, if changed since last report.) Not applicable.



Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Symbol (s)


Name on each exchange
on which registered

Common Stock ($0.01 par value)   STIM   The Nasdaq Global Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 13(a) of the Exchange Act. ☐




Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On April 12, 2021, Brian Farley informed the board of directors (the “Board”) of Neuronetics, Inc. (the “Company”) of his decision not to stand for reelection at the Company’s annual meeting of stockholders scheduled for May 27, 2021 (the “Annual Meeting”). Accordingly, Mr. Farley will retire from the Board, and his term as a director of the Company will end, at the conclusion of the Annual Meeting. Mr. Farley’s decision not to stand for reelection was not due to any disagreement with the Company.


Item 7.01

Regulation FD Disclosure.

On April 14, 2021, the Company issued a press release announcing Mr. Farley’s retirement and the appointment of Robert A. Cascella as Chairman of the Board. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.


Item 9.01

Financial Statements and Exhibits.









99.1    Press Release, dated April 14, 2021 of Neuronetics, Inc.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.


Date: April 14, 2021     By:  

/s/ W. Andrew Macan

    Name:   W. Andrew Macan  
    Title:   SVP, General Counsel, Chief Compliance Officer and Corporate Secretary  
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