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SCHEDULE 13D/A 0001787423 XXXXXXXX LIVE 1 Common Stock, par value $0.01 per share 08/08/2025 false 0001227636 64131A105 Neuronetics, Inc. 3222 Phoenixville Pike Malvern PA 19355 Matthew Girandola, CCO (646) 560-5490 330 Madison Avenue Floor 33 New York NY 10017 0001787423 N MADRYN ASSET MANAGEMENT, LP OO N DE 0 20737061 0 20737061 20737061 N 31.4 PN IA Y MADRYN HEALTH PARTNERS II, LP OO N DE 0 1142351 0 1142351 1142351 N 1.7 PN Y MADRYN HEALTH PARTNERS II (CAYMAN MASTER), LP OO N E9 0 17333542 0 17333542 17333542 N 26.2 PN Y MADRYN HEALTH ADVISORS II, LP OO N DE 0 18475893 0 18475893 18475893 N 27.9 PN Y MADRYN HEALTH ADVISORS GP II, LLC OO N DE 0 18475893 0 18475893 18475893 N 27.9 OO Y MADRYN SELECT OPPORTUNITIES, LP OO N DE 0 2261168 0 2261168 2261168 N 3.4 PN Y MADRYN SELECT ADVISORS, LP OO N DE 0 2261168 0 2261168 2261168 N 3.4 PN Y MADRYN SELECT ADVISORS GP, LLC OO N DE 0 2261168 0 2261168 2261168 N 3.4 OO Common Stock, par value $0.01 per share Neuronetics, Inc. 3222 Phoenixville Pike Malvern PA 19355 This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission on December 17, 2024 (the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Schedule 13D. The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. The Reporting Persons beneficially own in the aggregate 20,737,061 shares of Common Stock, which represents approximately 31.4% of the outstanding shares of Common Stock. All calculations of percentage ownership in this Schedule 13D are based on 66,124,820 shares of Common Stock outstanding as of July 31, 2025, as reported on the Company's Form 10-Q for the quarter ending June 30, 2025 and filed with the U.S. Securities and Exchange Commission on August 5, 2025. Each of the Funds directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Madryn, as the investment advisor for each of the Funds; MHA II LP, as the general partner for each of MHP II and MHP II Cayman; MSA LP, as the general partner for MSO; MHA GP II LLC, as the general partner for MHA II LP; and MSA GP LLC, as the general partner for MSA LP, may each be deemed to have the shared power to direct the voting and disposition of shares of Common Stock beneficially owned by the Funds and, consequently, Madryn and the Advisors may be deemed to possess indirect beneficial ownership of such shares. Madryn and the Advisors disclaim beneficial ownership of such shares for all other purposes. The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. To the knowledge of the Reporting Persons, none of the Covered Persons owns any shares of Common Stock, except that Avinash Amin owns 12,500 shares of Common Stock, which represents less than 1% of the outstanding shares of Common Stock, and over which he has sole voting and dispositive power; provided, however, that because of each Covered Persons' status as a director, executive officer, manager, member or partner of a Reporting Person, a Covered Person may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by such Reporting Person. Each of the Covered Persons disclaims beneficial ownership of the shares of the Common Stock reported herein and the filing of this Statement shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this Statement. The information set forth above in Item 5(a) is incorporated herein by reference. On August 8, 2025, MHP II, MHP II Cayman, and MSO sold 192,806, 2,925,554, and 381,640 shares of Common Stock, respectively, in each case at a price per share of approximately $3.72 in a transaction pursuant Rule 144 under the Securities Act of 1933, as amended. Except as described herein, none of the Reporting Persons or, to their knowledge, none of the Covered Persons, has had any transactions in the Common Stock during the past 60 days. Except as set forth herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock. Not applicable MADRYN ASSET MANAGEMENT, LP /s/ Matthew Girandola Matthew Girandola / Chief Compliance Officer 08/12/2025 MADRYN HEALTH PARTNERS II, LP /s/ Matthew Girandola Matthew Girandola / Chief Compliance Officer 08/12/2025 MADRYN HEALTH PARTNERS II (CAYMAN MASTER), LP /s/ Matthew Girandola Matthew Girandola / Chief Compliance Officer 08/12/2025 MADRYN HEALTH ADVISORS II, LP /s/ Matthew Girandola Matthew Girandola / Chief Compliance Officer 08/12/2025 MADRYN HEALTH ADVISORS GP II, LLC /s/ Matthew Girandola Matthew Girandola / Chief Compliance Officer 08/12/2025 MADRYN SELECT OPPORTUNITIES, LP /s/ Matthew Girandola Matthew Girandola / Chief Compliance Officer 08/12/2025 MADRYN SELECT ADVISORS, LP /s/ Matthew Girandola Matthew Girandola / Chief Compliance Officer 08/12/2025 MADRYN SELECT ADVISORS GP, LLC /s/ Matthew Girandola Matthew Girandola / Chief Compliance Officer 08/12/2025 In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named above agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock.