0001227636true00012276362021-08-032021-08-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 3, 2021

NEURONETICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

   

001-38546

   

33-1051425

(State or other jurisdiction of incorporation)

 

(Commission 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 (610640-4202

(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

   

Trading 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.

EXPLANATORY NOTE

This Current Report on Form 8-K amends the Current Report on Form 8-K filed by Neuronetics, Inc., or the Company, on August 3, 2021, or the Initial 8-K, to furnish a corrected version of its press release with financial results for the three and six months ended June 30, 2021. The corrected press release, which includes an update to the number of NeuroStar systems sold for the three months ended June 30, 2021 is attached as Exhibit 99.1 hereto and is incorporated by reference herein. Other than updating the number of NeuroStar systems sold for the three months ended June 30, 2021, no changes have been made to the press release attached as Exhibit 99.1 to the Initial 8-K.

Item 2.02 Results of Operations and Financial Condition.

The Company issued a press release on August 3, 2021 announcing its financial results for the three and six months ended June 30, 2021. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 2.02.

***

The information furnished pursuant to Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, we undertake no duty or obligation to publicly update or revise the information so furnished.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

    

Description

99.1

Press Release, dated August 3, 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: August 3, 2021

By:

/s/ Stephen Furlong

Name:

Stephen Furlong

Title:

SVP, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

Exhibit 99.1

Graphic

Neuronetics Reports Second Quarter 2021 Financial and Operating Results

MALVERN, PA., August 3, 2021– 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 its financial and operating results for the second quarter of 2021.

Second Quarter 2021 Highlights

Second quarter 2021 revenue of $14.2 million, an increase of 46% over second quarter 2020 primarily due to an increase in U.S. treatment session revenue
Second quarter 2021 treatment session revenue of $10.8 million comparable to second quarter 2019 revenue
At the June Clinical TMS Society meeting, Dr. Harold Sackeim, Ph.D. presented the outstanding, and previously published, outcomes data of 83% response and 62% remission rates from NeuroStar’s Outcomes Registry
Over 50 prospective practices attended the NeuroStar Summit in June

“We have had a very productive first half of the year capped off by a strong second quarter. Given the early success with our new commercial strategy and the positive response from customers and patients, I am confident we are executing on the right initiatives,” said Keith J. Sullivan, President and Chief Executive Officer of Neuronetics. “Looking ahead to the rest of the year, we expect our 5 Stars to Success and Precision Pulse Programs, in conjunction with an experienced group of BDMs and NPCs, will accelerate the adoption and utilization of NeuroStar Advanced Therapy for Mental Health to treat patients suffering from mental disorders”

Second Quarter 2021 Financial and Operating Results for the Three Months Ended June 30, 2021

Revenues by Geography

 

Three Months Ended June 30, 

 

2021

2020

 

    

Amount

    

Amount

    

% Change

 

(in thousands, except percentages)

 

United States

$

13,809

$

9,267

49

%

International

 

394

 

474

 

(17)

%

Total revenues

$

14,203

$

9,741

 

46

%

Total revenue for the three months ended June 30, 2021 was $14.2 million, an increase of 46% compared to the three months ended June 30, 2020 revenue of $9.7 million. During the quarter, total U.S. revenue increased by 49% and was driven by an increase in U.S. treatment session revenue.

U.S. Revenues by Product Category

 

Three Months Ended June 30, 

 

2021

2020

 

    

Amount

    

Amount

    

% Change

 

(in thousands, except percentages)

 

NeuroStar Advanced Therapy System

$

2,577

$

2,338

10

%

Treatment sessions

10,801

$

6,547

65

%

Other

 

431

$

382

 

13

%

Total U.S. revenues

$

13,809

$

9,267

 

49

%


United States NeuroStar Advanced Therapy System

 

Revenues by Type

 

Three Months Ended June 30, 

2021

2020

 

    

Amount

    

Amount

    

% Change

 

(in thousands, except percentages)

 

NeuroStar Capital

$

2,441

$

2,224

10

%

Operating lease

55

$

114

(51)

%

Other

 

81

$

 

100

%

Total United States NeuroStar Advanced Therapy System revenues

$

2,577

$

2,338

 

10

%

U.S. NeuroStar Advanced Therapy System revenue for the three months ended June 30, 2021 was $2.6 million, an increase of 10% compared to the three months ended June 30, 2020 revenue of $2.3 million. The increase was primarily driven by an increase in the number of NeuroStar systems sold in the three months ended June 30, 2021 and an increase in the blended NeuroStar system average selling price over the prior year quarter. For the three months ended June 30, 2021 and 2020, the Company sold 36 and 35 systems, respectively, during each period.

U.S. treatment session revenue for the three months ended June 30, 2021 was $10.8 million, an increase of 65% compared to the three months ended June 30, 2020 revenue of $6.5 million. The revenue growth was primarily driven by an increase in per click treatment session volume over the prior year quarter.

In the second quarter, U.S. treatment session revenue per active site was $12,001 as compared to $7,406 during the second quarter of 2020.

Gross margin for the second quarter of 2021 was 80.6%, an increase of approximately 440 basis points from the second quarter of 2020 gross margin of 76.2%. The increase was primarily a result of a higher mix of treatment session revenues compared to the prior year quarter.

Operating expenses during the second quarter of 2021 were $18.0 million, an increase of $3.7 million compared to $14.3 million in the second quarter of 2020. The increase was primarily driven by higher marketing expenses and share based compensation expenses compared to the prior year quarter.

Net loss for the second quarter of 2021 was $(7.5) million, or $(0.29) per share, as compared to the second quarter 2020 net loss of $(7.8) million, or $(0.41) per share. Net loss per share was based on 25,902,591 and 18,747,257 weighted-average common shares outstanding for the second quarters of 2021 and 2020, respectively.

EBITDA for the second quarter of 2021 was $(6.3) million as compared to the second quarter of 2020 EBITDA of $(6.5) million. See the accompanying financial table that reconciles EBITDA, which is a non-GAAP financial measure, to net loss.

Cash and cash equivalents were $115.8 million as of June 30, 2021. This compares to cash and cash equivalents of $49.0 million as of December 31, 2020 and $54.0 million as of June 30, 2020.

Clinical TMS Society

On June 10 – 13, 2021, the Clinical TMS Society was held in West Palm Beach, FL and was attended by clinicians from around the country. NeuroStar was a Platinum sponsor for the event with data featured in seven different oral or poster presentations. NeuroStar has collected the largest depression Outcomes Registry using its TrakStar patient management software. Data from the Outcomes Registry reported response and remission rates of 83% and 62% respectively in real world clinical settings which demonstrate NeuroStar’s continued commitment to achieve excellent patient outcomes.


June NeuroStar Summit

In June in Austin, TX, the Company held a NeuroStar Summit event designed to provide prospective customers with a comprehensive understanding of the clinical and practice benefits of partnering with NeuroStar. The Summit was an interactive event, and attendees from more than 50 practices were able to experience the NeuroStar Advanced Therapy System, interact with peers, and hear from experts. Post survey results were extremely positive, and the Company plans to hold more Summits during 2021.

Business Outlook

For the full year 2021, the Company continues to expect to report total worldwide revenue between $59 million and $63 million.

For the full year 2021, the Company expects operating expenses to be between $68 million and $72 million.

For the third quarter of 2021, the Company expects to report total worldwide revenue of between $15 million and $16 million.

Webcast and Conference Call Information

Neuronetics’ management team will host a conference call on August 3, 2021 beginning at 8:30 a.m. Eastern Time. Investors interested in listening to the conference call on your telephone, please dial (877) 472-8990 for United States callers or +1 (629) 228-0778 for international callers and reference confirmation code 8826628, approximately ten minutes prior to start time. To access the live audio webcast or subsequent archived recording, visit the Investor Relations section of Neuronetics’ website at ir.neuronetics.com. The replay will be available on the Company’s website for approximately 60 days.

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. Our first 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.

“Safe harbor” statement under the Private Securities Litigation Reform Act of 1995:

Statements in the press release regarding Neuronetics, Inc. (the “Company”) that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terms such as “outlook,” “potential,” “believe,” “expect,” “plan,” “anticipate,” “predict,” “may,” “will,” “could,” “would” and “should” as well as the negative of these terms and similar expressions. These statements include those relating to: the Company’s business outlook and current expectations for upcoming quarter and fiscal year 2021, including with respect to revenue, operating expense, growth, and any statements of assumptions underlying any of the foregoing items. These statements are subject to significant risks and uncertainties and actual results could differ materially from those projected. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this release. These risks and uncertainties include, without limitation, risks and uncertainties related to: the impact of COVID-19 on the Company’s operational and budget plans as well as general political and economic conditions, including as a result of efforts by governmental authorities to mitigate COVID-19, such as travel bans, shelter in place orders and third-party business closures and the related impact on resource allocations, manufacturing and supply chains and patient access to commercial products; the Company’s ability to execute its business continuity; the Company’s ability to achieve or sustain profitable operations due to its history of losses; the Company’s reliance on the sale and usage of its NeuroStar Advanced Therapy for Mental Health System to generate revenues; the scale and efficacy of the Company’s salesforce; availability of coverage and reimbursement from


third-party payors for treatments using the Company’s products; physician and patient demand for treatments using the Company’s products; developments in respect of competing technologies and therapies for the indications that the Company’s products treat; product defects; the Company’s ability to obtain and maintain intellectual property protection for its technology; developments in clinical trials or regulatory review of NeuroStar Advanced Therapy for Mental Health System for additional indications; and developments in regulation in the United States and other applicable jurisdictions. For a discussion of these and other related risks, please refer to the Company’s recent SEC filings which are available on the SEC’s website at www.sec.gov. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this press release. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events, or changes in the Company’s expectations.

Investor Contact:

Mark R. Klausner

Westwicke Partners

443-213-0501

ir@neuronetics.com

Media Contact:

EvolveMKD

646-517-4220

NeuroStar@evolvemkd.com


NEURONETICS, INC.

Statements of Operations

(Unaudited; In thousands, except per share data)

Three Months ended

Six months ended

June 30, 

June 30, 

    

2021

    

2020

    

2021

    

2020

Revenues

$

14,203

$

9,741

$

26,491

$

21,217

Cost of revenues

 

2,750

 

2,323

 

4,971

5,134

Gross Profit

 

11,453

 

7,418

 

21,520

16,083

Operating expenses:

 

  

 

  

 

  

  

Sales and marketing

 

9,042

 

8,151

 

17,604

18,874

General and administrative

 

6,681

 

4,010

 

12,785

9,298

Research and development

 

2,294

 

2,116

 

4,604

5,137

Total operating expenses

 

18,017

 

14,277

 

34,993

33,309

Loss from Operations

 

(6,564)

 

(6,859)

 

(13,473)

(17,226)

Other (income) expense:

 

  

 

  

 

  

  

Interest expense

 

977

 

986

 

1,962

2,509

Loss on extinguishment of debt

 

 

 

924

Other income, net

 

(16)

 

(80)

 

(29)

(281)

Net Loss

$

(7,525)

$

(7,765)

$

(15,406)

$

(20,378)

Net loss per share of common stock outstanding, basic and diluted

$

(0.29)

$

(0.41)

$

(0.63)

$

(1.09)

Weighted-average common shares outstanding, basic and diluted

 

25,903

 

18,747

 

24,608

 

18,714


NEURONETICS, INC.

Balance Sheets

(Unaudited; In thousands, except per share data)

    

June 30, 

December 31, 

2021

2020

Assets

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

115,783

$

48,957

Accounts receivable, net

 

9,002

 

7,166

Inventory

 

5,393

 

3,720

Current portion of net investments in sales-type leases

 

2,034

 

1,887

Current portion of prepaid commission expense

 

1,219

 

1,096

Prepaid expenses and other current assets

 

1,447

 

2,186

Total current assets

 

134,878

 

65,012

Property and equipment, net

 

708

 

730

Operating lease right-of-use assets

 

3,228

 

3,418

Net investments in sales-type leases

 

1,854

 

2,331

Prepaid commission expense

 

5,454

 

5,300

Other assets

 

1,976

 

1,866

Total Assets

$

148,098

$

78,657

Liabilities and Stockholders’ Equity

 

  

 

  

Current liabilities:

 

  

 

  

Accounts payable

$

2,425

$

3,749

Accrued expenses

 

6,604

 

7,319

Deferred revenue

 

1,937

 

2,020

Current portion of operating lease liabilities

 

612

 

594

Current portion of long-term debt, net

 

 

Total current liabilities

 

11,578

 

13,682

Long-term debt, net

 

34,944

 

34,620

Deferred revenue

 

1,488

 

1,741

Operating lease liabilities

 

2,922

 

3,121

Total Liabilities

 

50,932

 

53,164

Commitments and contingencies (Note 16)

 

 

Stockholders’ Equity:

 

  

 

  

Preferred stock, $0.01 par value: 10,000 shares authorized; no shares issued or

 

outstanding at June 30, 2021 and December 31, 2020

 

Common stock, $0.01 par value: 200,000 shares authorized; 26,167 and 19,114

 

shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

262

 

191

Additional paid-in capital

 

389,850

 

302,842

Accumulated deficit

 

(292,946)

 

(277,540)

Total Stockholders’ Equity

 

97,166

 

25,493

Total Liabilities and Stockholders’ Equity

$

148,098

$

78,657


NEURONETICS, INC.

Statements of Cash Flows

(Unaudited; In thousands)

Six months ended June 30, 

2021

2020

Cash Flows from Operating Activities:

    

  

    

  

Net loss

$

(15,406)

$

(20,378)

Adjustments to reconcile net loss to net cash used in operating activities:

 

  

 

  

Depreciation and amortization

 

552

 

534

Share-based compensation

 

4,205

 

1,842

Non-cash interest expense

 

324

 

944

Cost of rental units purchased by customers

 

137

 

122

Loss on extinguishment of debt

 

 

622

Changes in certain assets and liabilities:

 

  

 

  

Accounts receivable, net

 

(1,835)

 

(66)

Inventory

 

(1,673)

 

(557)

Net investment in sales-type leases

 

330

 

(777)

Leasehold reimbursement

 

 

836

Prepaid commission expense

 

(278)

 

(723)

Prepaid expenses and other assets

 

1,120

 

356

Accounts payable

 

(1,365)

 

(2,408)

Accrued expenses

 

(715)

 

(3,492)

Deferred revenue

 

(336)

 

14

Net Cash Used in Operating Activities

 

(14,940)

 

(23,131)

Cash Flows from Investing Activities:

 

  

 

  

Purchases of property and equipment and capitalized software

 

(1,108)

 

(484)

Net Cash Used in Investing Activities

 

(1,108)

 

(484)

Cash Flows from Financing Activities:

 

  

 

  

Proceeds from issuance of long-term debt

 

 

41,360

Repayment of long-term debt

 

 

(38,860)

Payments of debt issuance costs

 

 

(721)

Proceeds from exercises of stock options

 

2,303

 

124

Proceeds from common stock offering

80,972

Payments of common stock offering issuance costs

(401)

Net Cash Provided by Financing Activities

 

82,874

 

1,903

Net Increase (Decrease) in Cash and Cash Equivalents

 

66,826

 

(21,711)

Cash and Cash Equivalents, Beginning of Period

 

48,957

 

75,708

Cash and Cash Equivalents, End of Period

$

115,783

$

53,997


Non-GAAP Financial Measures (Unaudited)

EBITDA is not a measure of financial performance under generally accepted accounting principles in the United States, or GAAP, and should not be construed as a substitute for, or superior to, GAAP net loss. However, management uses both the GAAP and non-GAAP financial measures internally to evaluate and manage the Company’s operations and to better understand its business. Further, management believes the addition of the non-GAAP financial measure provides meaningful supplementary information to, and facilitates analysis by, investors in evaluating the Company’s financial performance, results of operations and trends. The Company’s calculation of EBITDA may not be comparable to similarly designated measures reported by other companies, because companies and investors may differ as to what type of events warrant adjustment.

The following table reconciles reported net loss to EBITDA:

Three Months ended

Six months ended

June 30, 

June 30, 

2021

2020

2021

2020

(in thousands)

(in thousands)

Net loss

    

$

(7,525)

    

$

(7,765)

    

$

(15,406)

    

$

(20,378)

Interest expense

 

977

 

986

 

1,962

 

2,509

Income taxes

 

 

 

 

Depreciation and amortization

 

271

 

233

 

552

 

534

EBITDA

$

(6,277)

$

(6,546)

$

(12,892)

$

(17,335)