8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2026

NEURONETICS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (877) 600-7555

(Former name or former address, if changed since last report)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

As previously disclosed on August 13, 2024, simultaneously with the execution of that certain Arrangement Agreement by and between Greenbrook TMS Inc. and Neuronetics, Inc. (“Neuronetics”; such agreement, the “Arrangement Agreement”), Madryn Asset Management LP and its affiliates (the “Madryn Parties”) and Neuronetics entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Madryn Parties are entitled to registration rights in respect of the Consideration Shares (as defined in the Arrangement Agreement) that the Madryn Parties received upon consummation of the Arrangement Agreement.

As previously disclosed on November 1, 2024, Neuronetics and the Madryn Parties agreed to amend the Registration Rights Agreement (the “First Amendment”).

On March 2, 2026, Neuronetics and the Madryn Parties executed a second amendment to the Registration Rights Agreement (the “Second Amendment”). Pursuant to the Second Amendment, (i) if Neuronetics receives a Shelf Notice (as defined in the Registration Rights Agreement) after the effective date of the Second Amendment, Neuronetics will prepare and file a Registration Statement covering resale from time to time of all Registrable Securities (as defined in the Registration Rights Agreement) then beneficially owned by the Madryn Parties as promptly as practicable and in any event within five (5) business days after the date Neuronetics files its Annual Report on Form 10-K for the year ended December 31, 2025 and (ii) the Madryn Parties agree at the 2026 annual meeting of Neuronetics to vote all shares of stock of Neuronetics owned by the Madryn Parties in accordance with the voting recommendation of the Board of Directors of Neuronetics on certain proposals as defined in the Second Amendment. The Second Amendment is attached hereto as Exhibit 10.1.

The foregoing description of the Registration Rights Agreement and the Second Amendment does not purport to be complete and are qualified in their entirety by reference to the form of Registration Rights Agreement, which is filed as Exhibit 10.4 to the Current Report on Form 8-K filed on August 13, 2024, and the Second Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

(d) Exhibits

SIGNATURES

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.

All values are in Euros.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT

This Amendment No. 2 to the Registration Rights Agreement (the “Amendment”) is made and entered into this 2^nd^ day of March, 2026 by and among Madryn Select Opportunities, LP, a limited partnership existing under the laws of Delaware (“MSO”), Madryn Health Partners II (Cayman Master), LP, a limited partnership existing under the laws of the Cayman Islands (“MHP II – Cayman”), Madryn Health Partners II, LP, a limited partnership existing under the laws of Delaware (“MHP II” and collectively with MSO, MHP II – Cayman, “Madryn”) and Neuronetics, Inc., a corporation existing under the laws of Delaware (“Neuronetics”). MSO, MHP II – Cayman, MHP II and Neuronetics may be referred to collectively as the “Parties” or individually as a “Party”.

WHEREAS, the Parties have executed that certain Registration Rights Agreement dated August 11, 2024, as amended by that certain Amendment No. 1 to the Registration Rights Agreement dated November 1, 2024 (as amended, the “Agreement”); and

WHEREAS, each of the Parties desires to amend the Agreement in accordance with the terms and conditions herein.

NOW, THEREFORE, BE IT RESOLVED, in consideration of the premises and the mutual agreements contained herein, intending to be legally bound, the Parties hereto agree as follows:

“In addition, subject to satisfaction of the conditions set forth in Section 2(c), if, at any time following the effective date of that certain Amendment No. 2 to the Registration Rights Agreement and on or prior to the date the Company files its Annual Report on Form 10-K for the year ended December 31, 2025, the Company receives a Shelf Notice from the Investor, the Company will prepare and file, as promptly as practicable and in any event within five (5) business days after the date the Company files its Annual Report on Form 10-K for the year ended December 31, 2025, with the Commission a Registration Statement covering the resale from time to time of all Registrable Securities then beneficially owned by the Investor for a secondary offering to be made on a continuous basis pursuant to Rule 415.”

“a. Voting. Investor irrevocably and unconditionally agrees that at the 2026 annual meeting of the Company, and at every adjournment or postponement thereof, Investor will, or will cause the holder of record to, vote all the shares of stock of the Company owned by Investor or its affiliates in accordance with the voting recommendation of the Board of Directors of the Company on proposals relating to the following items, to the extent such proposals are submitted to the stockholders, (i) reelection of the current directors of the Company (or the election of such other directors as approved by Madryn), (ii) ratification of the Company’s independent registered public accounting firm for its year ending December 31, 2026, (iii) approval, on a non-binding, advisory basis, the compensation of the Company’s named executive officers and (iv) approval of a new equity incentive plan, including if such plan includes provisions for automatically refreshing shares in the plan, to the extent (A) the terms of such new plan are materially consistent with the Company’s existing equity incentive plan and (B) the number of shares issuable under the new plan will be no

more than the number of shares remaining available for issuance under the existing plan immediately prior to the adoption of the new plan, plus an annual increase consistent with the annual increase provided for in the existing plan. For a period of two years after the Effective Date (as defined in the Arrangement Agreement), the Investor agrees that it shall not, directly or indirectly, submit any shareholder proposals pursuant to Rule 14a-8 of the Exchange Act or otherwise.”

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of the date first set forth above.

IN WITNESS WHEREOF, the undersigned has executed this Amendment effective as of the date first set forth above.

All values are in Euros.