Neuronetics, Inc. 8-K

What Happened
Neuronetics, Inc. (STIM) filed a Form 8-K on March 2, 2026 announcing a Second Amendment to the Registration Rights Agreement originally entered with Madryn Asset Management LP and affiliates in connection with the Aug. 13, 2024 Arrangement Agreement (and previously amended on Nov. 1, 2024). The Second Amendment sets new timing for filing a resale registration statement and includes a voting commitment by the Madryn Parties at Neuronetics’ 2026 annual meeting.

Key Details

• Amendment effective March 2, 2026 between Neuronetics and the Madryn Parties (Madryn Asset Management LP and affiliates).
• If Neuronetics receives a “Shelf Notice” after the Second Amendment’s effective date, it will prepare and file a Registration Statement to cover resale of all Registrable Securities then owned by the Madryn Parties “as promptly as practicable” and in any event within five (5) business days after Neuronetics files its Form 10-K for the year ended December 31, 2025.
• The Madryn Parties agree to vote all Neuronetics shares they own at the 2026 annual meeting in accordance with the Board’s voting recommendation on certain proposals as defined in the amendment.
• The Second Amendment is filed as Exhibit 10.1 to the 8-K; the original Registration Rights Agreement was part of the Aug. 13, 2024 disclosure and previously amended Nov. 1, 2024.

Why It Matters
This amendment clarifies when Neuronetics will register shares held by the Madryn Parties for resale, linking the registration filing deadline to Neuronetics’ 2025 Form 10-K filing. That creates a clearer timetable for when those shares could become available for resale, which can affect the company’s outstanding float and potential share supply. The Madryn voting commitment at the 2026 annual meeting also reduces uncertainty about how those shares will be voted on certain board-recommended matters. Investors should view this as a legal/structural update regarding shareholder liquidity and voting alignment, not a change to financial results.