Neuronetics, Inc. Announces Second Amendment to Registration Rights Agreement with Madryn Asset Management

Key Points:

• Neuronetics, Inc. (NASDAQ: STIM) filed an 8-K on March 2, 2026, announcing a significant amendment to its Registration Rights Agreement with Madryn Asset Management and its affiliates.
• This is the second amendment to the Registration Rights Agreement, originally executed in connection with the Arrangement Agreement between Neuronetics and Greenbrook TMS Inc. in August 2024, and first amended in November 2024.
• The amendment grants Madryn the right to demand Neuronetics to promptly file a shelf registration statement covering the resale of all registrable securities owned by Madryn, specifically after the company files its annual report on Form 10-K for the year ended December 31, 2025.
• Madryn also agrees to vote all its shares at the 2026 annual meeting in accordance with recommendations of Neuronetics’ Board of Directors on certain key proposals, including director elections, auditor ratification, executive compensation, and adoption of a new equity incentive plan.
• The amendment restricts Madryn from submitting shareholder proposals for two years after the effective date of the Arrangement Agreement.
• The full text of the Second Amendment is attached as Exhibit 10.1 to the filing.

Details Investors Should Know:

• Shelf Registration Rights: If Madryn delivers a Shelf Notice after March 2, 2026 (the effective date of the Second Amendment), Neuronetics must file a registration statement for the resale of Madryn’s shares within five business days after filing its 2025 Form 10-K.
  This provision allows Madryn to potentially sell its shares more flexibly and may increase liquidity, but could also result in greater share supply in the market, which may affect share price.
• Voting Agreement: Madryn commits to voting its shares in line with the Board’s recommendations, specifically on:
  • Re-election of current directors or election of others approved by Madryn
  • Ratification of auditors for 2026
  • Approval (on a non-binding basis) of named executive officer compensation
  • Approval of a new equity incentive plan, provided it is consistent with the existing plan and the number of shares issuable is no more than those available under the current plan plus an annual increase

  This alignment could reduce uncertainty regarding shareholder votes and governance matters at the 2026 meeting.

• Shareholder Proposal Restrictions: For two years, Madryn cannot submit shareholder proposals under Rule 14a-8 or otherwise. This may reduce activist activity and stabilize governance during this period.
• Exhibit Details: The Second Amendment is available as Exhibit 10.1 to the filing, and the original Registration Rights Agreement is filed as Exhibit 10.4 to the 8-K dated August 13, 2024.

Potential Price Sensitivity:

• Possible Increase in Share Supply: The registration of Madryn’s shares for resale could result in increased market supply, which may impact Neuronetics’ share price, especially if Madryn decides to sell a large number of shares.
• Governance Stability: The voting agreement reduces the risk of unexpected shareholder activism, aligning major shareholder votes with management’s recommendations, which may be viewed positively by investors seeking stability.
• Equity Incentive Plan: Approval of a new plan with automatic share refresh provisions, if consistent with the existing plan, may indicate future dilution but also supports employee retention and alignment.

Other Relevant Information:

• The filing confirms Neuronetics is not classified as an emerging growth company.
• No written communications, soliciting material, or pre-commencement tender offers are associated with this filing.
• The primary security registered is Common Stock (\$0.01 par value), trading under the symbol STIM on the NASDAQ.

Disclaimer: The above article is based on a current report filed by Neuronetics, Inc. with the SEC on March 2, 2026. It is intended for informational purposes only and does not constitute investment advice. Investors should review the full filing and consult their financial advisor before making any investment decisions. The author has made reasonable efforts to ensure accuracy but cannot guarantee completeness or timeliness. Share price movement may occur due to the news, but other factors may also impact valuation.

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