UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
(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 |
Trading |
Name on each exchange | ||
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. |
| (b) | 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. |
| (d) | Exhibits: |
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated April 14, 2021 of Neuronetics, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| NEURONETICS, INC. | ||||||||
| (Registrant) | ||||||||
| Date: April 14, 2021 | By: | /s/ W. Andrew Macan |
||||||
| Name: | W. Andrew Macan | |||||||
| Title: | SVP, General Counsel, Chief Compliance Officer and Corporate Secretary | |||||||
Exhibit 99.1
Neuronetics Announces Retirement of Brian Farley and Appointment of Robert Cascella as Chairman of its Board of Directors
MALVERN, Pa., April 14, 2021 (GLOBE NEWSWIRE) — Neuronetics, Inc. (NASDAQ: STIM), a commercial stage medical technology company focused on designing, developing and marketing products that improve the quality of life for patients who suffer from psychiatric disorders, today announced that Brian Farley will retire from the Neuronetics’ Board of Directors and his role as Chairman following the company’s Annual Meeting of Stockholders on May 27, 2021. Robert Cascella, who joined the Board of Directors on April 1, 2021, will be appointed as Chairman of its Board of Directors following Mr. Farley’s retirement. Following Mr. Farley’s retirement, the Board of Directors will have seven members.
“On behalf of the entire organization, I would like to express our deep gratitude to Brian for his 11 years of service with our company, during which time he played an integral role in commercializing NeuroStar Advanced Therapy for Mental Health and solidifying our position as the leading provider of non-drug therapies for patients suffering from drug-resistant mental health conditions,” said Keith Sullivan, President and Chief Executive Officer of Neuronetics, Inc. “We wish Brian and his family all the best following his retirement. I appreciate Rob stepping into the Chairman role and look forward to working with him in this new capacity.”
Mr. Farley has served on the Company’s Board since 2009, and as Chairman of the Board since 2011. “I’ve had a wonderful run at Neuronetics and am deeply honored to be part of an organization that has brought relief to so many people suffering from MDD. I have tremendous confidence in the company’s leadership and the current business trajectory. I will look forward to watching the company’s continued success,” said Mr. Farley.
About Neuronetics
Neuronetics, Inc. is a commercial-stage medical technology company focused on designing, developing, and marketing products that improve the quality of life for patients who suffer from psychiatric disorders. Its commercial product, the NeuroStar® Advanced Therapy System, is a non-invasive and non-systemic office-based treatment that uses transcranial magnetic stimulation, or TMS, to create a pulsed, MRI-strength magnetic field that induces electrical currents designed to stimulate specific areas of the brain associated with mood. The system is cleared by the United States Food and Drug Administration, or FDA, for the treatment of major depressive disorder in adult patients who have failed to achieve satisfactory improvement from prior antidepressant medication in the current episode. NeuroStar is also available in other parts of the world, including Japan, where it is listed under Japan’s national health insurance. Additional information can be found at www.neuronetics.com.
Investor Contact:
Mike Vallie or Mark Klausner
Westwicke Partners
443-213-0499
ir@neuronetics.com
Media Contact:
Chelsey Manko
Vault Communications
610-455-2778
cmanko@vaultcommunications.com