Neuronetics Inc美股招股说明书(2025-02-06版)

The information contained in this preliminary prospectus supplement and the accompanying prospectus is notcomplete and may be changed. A registration statement has been filed with the Securities and ExchangeCommission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not anoffer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offeror sale is not permitted. Filed pursuant to Rule 424(b)(5)Registration No. 333-266617SUBJECT TO COMPLETION, DATED FEBRUARY 6, 2025. PROSPECTUS SUPPLEMENT(To Prospectus dated November 14, 2022) Neuronetics, Inc. Shares of Common Stock We are offering shares of our common stock. Our common stock is listed on The Nasdaq Global Market under the symbol “STIM.” OnFebruary 5, 2025, the last reported sale price of our common stock on The Nasdaq GlobalMarket was $3.27 per share. We are a “smaller reporting company” as defined under the federal securities laws, and, assuch, have elected to comply with certain reduced public company reporting requirementsfor future filings. See the section titled “Prospectus Supplement Summary—Implications ofBeing a Smaller Reporting Company.” Investing in our common stock involves a high degree of risk. Pleaseread “Risk Factors” beginning on page S-11 of this prospectussupplement and under similar headings in documents incorporated byreference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commissionhas approved or disapproved of these securities or determined if this prospectus istruthful or complete. Any representation to the contrary is a criminal offense. (1)We have agreed to reimburse the underwriter for certain expenses. See the section titled“Underwriting” beginning on page S-44 of this prospectus supplement for a description of thecompensation payable to the underwriter in this offering. We have granted the underwriter an option to purchase up toadditional shares ofcommon stock from us at the public offering price, less the underwriting discounts andcommissions. The underwriter can exercise this right at any time within 30 days after thedate of this prospectus supplement. Certain of our directors have indicated an interest in purchasing shares of our common stockin this offering at the public offering price. However, because indications of interest are notbinding agreements or commitments to purchase, the underwriter could determine to sellmore, less or no shares to any of these potential investors and any of these potentialinvestors could determine to purchase more, less or no shares in this offering. Theunderwriting discount for any shares sold to these potential investors in the offering will bethe same as the underwriting discount for the shares sold to the public. The underwriter expects to deliver the shares of common stock to purchasers on or about, 2025. Sole Bookrunner Canaccord Genuity The date of this prospectus supplement is, 2025. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORS11CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS35USE OF PROCEEDS36DIVIDEND POLICY36DILUTION37DESCRIPTION OF SECURITIES OFFERED39 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS40UNDERWRITINGS-46LEGAL MATTERSS-57EXPERTSS-57WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-57 PROSPECTUS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS6SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF WARRANTS19LEGAL OWNERSHIP OF SECURITIES20PLAN OF DISTRIBUTION24LEGAL MATTERS26EXPERTS26WHERE YOU CAN FIND MORE INFORMATION26INCORPORATION OF CERTAIN INFORMATION BY REFERENCE26S-i Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to an offering of our common stock. Beforebuying any of the common stock that we are offering, we urge you to carefully read this prospectus supplement andthe accompanying prospectus, together with the information incorporated by reference as described under the headings “Where You Can Find More Information” and “Incorporation by Reference” in this prospectussupplement. These documents contain important information that you should consider when making yourinvestment decision. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offeringof common stock and also adds to, updates and changes information contained in the accompanying prospectus andthe documents incorporated by reference herein and therein. The second part is the accompanying prospectus, whichprovides more general information, some of which may not apply to this offering. To the extent the informationcontained in this prospectus supplement differs from or conflicts with the information contained in t