Neuronetics Inc 2025年度报告

SECURITIES AND EXCHANGE COMMISSION (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscalyear ended December31, 2025OR☐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.) 3222 Phoenixville Pike, Malvern, Pennsylvania 19355(Address of principal executive offices including zip code)Registrant’s telephone number, including area code: (877) 600-7555 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 of 1934during the preceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filingrequirements 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 to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the Registrant was required to submit suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☒ 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 newor 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 its internalcontrol over financial reporting under Section404(b)of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that preparedor 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 in thefiling 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 the commonequity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completedsecond fiscal quarter (June30, 2025) was approximately $129.3 million. The number of shares of Registrant’s Common Stock outstanding as of March 10, 2026 was 69,276,593. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement relating to the 2026 Annual Meeting of Stockholders, which will be filed with the Securities andExchange Commission within 120days after the end of the Registrant’s fiscalyear ended December31, 2025, are incorporated by reference into PartIIIof this Report. NEURONETICS,INC.Annual Report on Form10-K for theyear ended December31, 2025Table of Contents PageCautionary NoteRegarding Forward-Looking Statements1 PARTI PARTIIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.80Item 6.[Reserved]81Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations.81Item7A.Quantitative and Qualitative Disclosures About Market Risk.95Item8.Consolidated Financial Statements and Supplementary Data.95Item9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure.95Item9A.Controls and Procedures.96Item9B.Other Information.97Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.98 PARTIIIItem10.Directors, Executive Officers and Corporate Governance.98Item11.Executive Compensation.98Item12.Security Ownership of Certain Beneficial Owners and Management and R