Item 2.02 |
Results of Operations and Financial Condition |
On August 12, 2024, Neuronetics, Inc. (the Company) issued a press release announcing its unaudited financial results for the three- and six-month periods ended June 30, 2024 and describing the proposed combination of Greenbrook TMS Inc. (Greenbrook) and the Company (the Proposed Arrangement) and a separate press release
describing the Proposed Arrangement, and hosted a conference call to discuss the financial results for such quarterly period and the Proposed Arrangement.
The press releases were previously reported on the Companys Current Report on Form 8-K filed on August 12,
2024 and are incorporated herein by reference. A copy of the conference call transcript is linked hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished under Item 2.02 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1 to
this Current Report on Form 8-K, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to
liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Company under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, except as
shall be set forth by specific reference in such filing.
Safe harbor statement under the Private Securities Litigation Reform Act of 1995:
This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
Securities Act), Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws and other applicable laws and forward-looking information within
the meaning of applicable Canadian securities laws. Statements in the press release 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 Proposed Arrangement, potential benefits of the Proposed Arrangement and the
timing thereof. These statements are subject to significant risks and uncertainties and actual results could differ materially from those projected. Investors are cautioned not to place undue reliance on the forward-looking statements contained in
this document.
These risks and uncertainties include, without limitation, risks and uncertainties related to: our ability to achieve or sustain
profitable operations due to our history of losses; our reliance on the sale and usage of our NeuroStar Advanced Therapy System to generate revenues; the scale and efficacy of our salesforce; availability of coverage and reimbursement from
third-party payors for treatments using our products; physician and patient demand for treatments using our products; developments in respect of competing technologies and therapies for the indications that our products treat; product defects; our
revenue has been concentrated among a small number of customers; our ability to obtain and maintain intellectual property protection for our technology; developments in clinical trials or regulatory review of the NeuroStar Advanced Therapy System
for additional indications; developments in regulation in the U.S. and other applicable jurisdictions; the terms of our credit facility; our ability to successfully roll-out our Better Me Provider Program on
the planned timeline; our self-sustainability and existing cash balances; and our ability to achieve cash flow break-even in the fourth quarter of 2024 and on a full-year basis in 2025.
Without limiting the foregoing, these risks and uncertainties also include, without limitation, risks and uncertainties related to: the parties ability
to meet expectations regarding the timing and completion of the Proposed Arrangement; the occurrence of any event, change or other circumstance that would give rise to the termination of the Proposed Arrangement; the fact that Greenbrooks and
Neuronetics respective stockholders may not approve the Proposed Arrangement; the fact that certain terminations of the Proposed Arrangement agreement require Greenbrook or Neuronetics to pay a termination fee; the failure to satisfy each of
the conditions to the consummation of the Proposed Arrangement; the disruption of managements attention from ongoing business operations due to the Proposed Arrangement; the effect of the announcement of the Proposed Arrangement on the
Greenbrooks and Neuronetics relationships with their respective customers, as well as their respective operating results and business generally; the outcome of any legal proceedings related to the Proposed Arrangement; retention of
employees of Greenbrook following the announcement of the Proposed Arrangement; the fact that Greenbrooks and Neuronetics stock price may decline significantly if the Proposed Arrangement is not completed; and other factors described
under the heading Risk Factors in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, as each may be updated or
supplemented by subsequent reports that the Company has filed or files with the SEC.