
SECURITIES AND EXCHANGE COMMISSION (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscalyear endedDecember31,2024OR☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______ to _______Commission File Number:001-38546 NEURONETICS,INC. (Exact name of registrant as specified in its charter) 33-1051425 (I.R.S. Employer Identification No.) Securities registered pursuant to Section12(b)of the Act: Name of each exchange on whichregistered The Nasdaq Stock Market LLC Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒Indicate by check mark if the Registrant is not required to file reports pursuant to Section13 or 15(d)of the Act. Yes☐No☒ Indicate by check mark whether the Registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the Registrant was requiredto submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. Large acceleratedfiler☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☒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 anynew or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section404(b)of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which thecommon equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s mostrecently completed second fiscal quarter (June30, 2024) was approximately $48.9million. The number of shares of Registrant’s Common Stock outstanding as of March 18, 2025 was65,814,512. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders, which will be filed with the Securitiesand Exchange Commission within 120days after the end of the Registrant’s fiscalyear ended December31, 2024, are incorporated by referenceinto PartIII of this Report. NEURONETICS,INC.Annual Report on Form10-K for theyear ended December31, 2024Table of Contents iPageCautionary NoteRegarding Forward-Looking Statements1PARTIItem1.Business.2Item1A.Risk Factors.23Item1B.Unresolved Staff Comments.75Item1C.Cybersecurity75Item2.Properties.76Item3.Legal Proceedings.77Item4.Mine Safety Disclosures.77PARTIIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities.78Item 6.[Reserved]79Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations.79Item7A.Quantitative and Qualitative Disclosures About Market Risk.92Item8.Consolidated Financial Statements and Supplementary Data.92Item9.Changes in and Disagreements with Accountants on Accounting andFinancial Disclosure.92Item9A.Controls and Procedures.92Item9B.Other Information.94Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.94PARTIIIItem10.Directors, Executive Officers and Corporate Governance.94Item11.Executive Compensation.94Item12.Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matt