Neuronetics launches share offering to repay at least $15 million of debt
Key Facts
Neuronetics announced on November 10, 2026, that it had launched an underwritten public offering of its common stock to raise funds to help repay part of its loans from Perceptive and meet the terms of a credit agreement amendment. In the offering prospectus, the company said it intended to use part of the net proceeds to repay a portion of its outstanding loans, with the remainder for general purposes, including sales and marketing, research and development, and working capital. The filing described the offering as proposed, without guaranteeing its completion or specifying its size or final terms at the time of the announcement. The move comes as changes to certain revenue covenants depend on a prepayment to the lender. The company faces a near-term deadline and has warned of risks related to its ability to continue as a going concern.
The sixth amendment to the credit agreement requires a voluntary prepayment of at least $15 million of principal, plus accrued interest and an early repayment fee. It also imposes a non-refundable amendment fee equal to 1% of the principal remaining after the prepayment. If the conditions are not met or waived by the administrative agent by November 30, 2026, the amendment will automatically terminate. The amendment is intended to change certain revenue covenants, but does not take effect simply because it has been announced. The amendment’s benefit to the company therefore depends on raising the required amount and completing the conditions by the specified deadline.
Neuronetics expects revenue for the twelve months ending March 31, 2027, to fall below the minimum required under the revenue covenant in the credit facility agreement. In its quarterly report, the company said Perceptive could call the loan if the covenant is not met, at its discretion. The company added that it does not expect to have the liquidity needed to repay the loan if the lender decides to call it. Outstanding loans from Perceptive totaled $65 million as of September 30, 2026, while the facility matures on July 25, 2029. The company said substantial doubt exists about its ability to continue as a going concern, putting the financing and amendment terms at the center of its financial position.
The offering announcement coincided with results showing revenue growth and an improved margin, alongside continued losses. Revenue in the third quarter of 2026 was about $42.0 million, up 12.5% from $37.3 million in the same period a year earlier, with the company attributing the increase primarily to Greenbrook. Gross margin rose to 52.2% from 45.9% a year earlier. The company said the improvement was linked to a new market entry strategy and better revenue cycle management at Greenbrook clinics. But the company recorded a net loss attributable to shareholders of $1.7 million, or $0.02 per share, compared with a loss of $9.0 million, or $0.13 per share, a year earlier.
Adjusted EBITDA rose to $1.9 million in the third quarter, compared with a loss of $4.7 million in the same quarter of 2025. Commenting on the results, Chief Executive Dan Revers said the company had delivered a "record quarter at Greenbrook, as well as in NeuroStar system sales." Total cash was $27.9 million as of September 30, 2026, including restricted cash, compared with $34.1 million as of December 31, 2025. The company maintained its 2026 revenue outlook of $160 million to $164 million, unchanged from its previous estimate. These figures reflect improvement in some operating indicators, while loan terms and liquidity risks remain.
Neuronetics shares fell 10% in after-hours trading on Tuesday, November 10, following the announcement of the offering and credit agreement amendment, according to Investing.com. The stock closed at $2.18 on November 9 and then at $2.01 on November 10, according to EL7 data. On operational developments, the company said a 510(k) submission it filed with the U.S. Food and Drug Administration in August for an accelerated transcranial magnetic stimulation protocol remains under review. It also expects to make TrakStar integration with AdvancedMD available to existing NeuroStar providers using the platform during the fourth quarter of 2026, with availability to expand later. The offering’s ability to generate sufficient proceeds to meet the amendment’s conditions remains contingent on its completion and final terms.