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Neuronetics, Inc.

For the period ended Mar 31, 2026. Filed May 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 5, 2026

STIM$2.15-11.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-04.

0001104659-25-105924

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-05.

0001104659-26-055322

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 105 previous paragraphs and 88 current paragraphs.

35 unchanged; 32 reworded; 19 added; 35 removed; 3 previous and 2 current paragraphs rearranged.

Tables are not compared: 17 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (19)

Current report

cleared by the FDA as an adjunct for adults with OCD and for adolescent patients aged 15-21 with MDD. It is also cleared by the FDA to decrease anxiety symptoms in adult patients with MDD that may exhibit comorbid anxiety symptoms (anxious depression). In addition to selling the System and associated treatment sessions to customers, the Company operates Greenbrook Treatment Centers across the U.S., offering TMS therapy using the Systems. The Company acquired Greenbrook, a provider of mental healthcare services, pursuant to the Arrangement. The System is safe, clinically effective, reproducible and precise, and the Company believes it is supported by the largest clinical data set of any competing TMS system. Treatment Centers also obtain SPRAVATO® to treat adults with treatment-resistant depression or depressive symptoms in adults suffering from MDD with acute suicidal ideation or behavior.

Current report

Effective as of December 9, 2024, Neuronetics and Greenbrook completed the Arrangement. Each Greenbrook Share outstanding immediately prior to the effective time of the Arrangement was exchanged for shares of Neuronetics common stock at a specified exchange ratio upon closing of the Arrangement. We continue to operate as Neuronetics, Inc., and the Company’s shares trade on the NASDAQ Global Market under the ticker “STIM.”

Current report

For the three months ended March 31,2026, revenues from sales of our treatment sessions, clinic revenue and the Systems represented 27%, 63% and 9% of our U.S. revenues, respectively.

Current report

Loss on debt extinguishment consists of prepayment penalties and impairment of deferred financing costs associated with the extinguishment of debt, as well as fees incurred with third parties in connection with debt extinguishment.

Current report

Total revenue for the three months ended March 31, 2026 was $34.5 million, an increase of $2.5 million, or 8%, compared to the three months ended March 31, 2025 revenue of $32.0 million.

Current report

The increase in revenue was primarily driven by higher U.S. clinic revenue, which increased $2.8 million, or 15%, to $21.5 million in the first quarter of 2026 from $18.7 million in the first quarter of 2025, reflecting continued contributions from clinics acquired in connection with the Greenbrook transaction. This growth was partially offset by a decline in U.S. treatment session revenue, which decreased $0.5 million to $9.1 million for the three months ended March 31, 2026 from $9.6 million for the three months ended March 31, 2025, primarily due to lower treatment volumes.

Current report

U.S. System revenue for the three months ended March 31, 2026 was $3.2 million, representing an increase of $0.4 million, or 13%, compared to $2.8 million in the first quarter of 2025. For the three months ended March 31, 2026, and 2025, the Company sold 35 and 31 systems, respectively.

Current report

Sales and marketing expenses decreased by $1.3 million, or 11%, from $12.0 million for the three months ended March 31, 2025 to $10.7 million for the three months ended March 31, 2026. The decrease was primarily driven by lower personnel costs, reduced marketing program spend, and a favorable bad debt adjustment related to the current expected credit loss reserve.

Current report

General and administrative expenses decreased by $0.1 million, or 1%, from $13.1 million for the three months ended March 31, 2025 to $13.0 million for the three months ended March 31, 2026.

Current report

Other income, net, increased by $0.8 million from $0.2 million for the three months ended March 31, 2025 to $1.0 million for the three months ended March 31, 2026, primarily as a result of the ERC claim net proceeds, and updated estimates regarding the audits from government agencies including Medicaid and Medicare.

Current report

The Company is subject to certain financial covenants under its credit facility, including a liquidity and trailing twelve-month minimum revenue covenants. On March 12, 2026, the Company amended the terms of its credit arrangement to modify the required quarterly revenue covenants through December 31, 2026 and the liquidity covenants through September 30, 2027. As of March 31, 2026 the Company was in compliance with the financial covenants in accordance with this agreement. The Company currently projects trailing twelve-month revenue for the period ended March 31, 2027 to be below the minimum required revenue for that period as stated in the credit facility agreement. Should the Company not be able to meet its March 31, 2027 minimum revenue covenant, the lender may at that time and at its discretion, call the credit facility. Should the lender call the facility, the Company is not projected to have the liquidity required to meet its requirement to pay off the loan. Therefore, substantial doubt exists about the Company’s ability to continue as a going concern.

Current report

The Company remains actively engaged in ongoing collaborative and constructive discussions with its lender. Additional actions within the Company's control to meet its minimum revenue covenant include improvements to its revenue cycle management to increase collections, introducing new treatment options at its clinic locations and pursuing new strategies within its medical device business to accelerate sales growth and optimize its product mix. The Company’s ability to meet its liquidity needs, including meeting future revenue and liquidity covenants, is dependent on growth in existing and acquired product and service lines and the realization of synergies related to its acquisition of Greenbrook. However, at this time, these actions do not fully mitigate the risk related to compliance with the revenue covenant for the March 31, 2027 period. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Current report

As of March 31, 2026, there were no significant changes to our material cash requirements as set forth in our Annual Report on Form 10-K filed with the SEC on March 17, 2026.

Current report

Net cash used in financing activities for the three months ended March 31, 2026 was $5.6 million and consisted of $5.0 million of repayments of long-term debt, $0.3 million of payments related to debt issuance costs, $0.3 million of payments related to deferred and contingent consideration, and $0.1 million of distributions to non-controlling interests.

Current report

Net cash provided by financing activities for the three months ended March 31, 2025 was $19.0 and primarily consisted of net proceeds from our secondary public offering.
Removed paragraphs (35)

Previous report

associated with mood. The system is cleared by the FDA to treat adult patients with MDD that have failed to achieve satisfactory improvement from prior antidepressant medication in the current MDD episode. It is also cleared by the FDA as an adjunct for adults with OCD and for adolescent patients aged 15-21 with MDD. The NeuroStar Advanced Therapy System is also available in other parts of the world. NeuroStar Advanced Therapy System is safe, clinically effective, reproducible and precise and we believe is supported by the largest clinical data set of any competing TMS system. We believe we are the market leader in TMS therapy based on over 229,429 global patients treated with over 8.2 million of our treatment sessions through September 30, 2025. We generated revenues of $37.3 million and $18.5 million for the three months ended September 30, 2025 and 2024, respectively, and $107.4 million and $52.4 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous report

For the three months ended September 30, 2025, revenues from sales of our clinic revenue, treatment sessions and NeuroStar Advanced Therapy Systems represented 60%, 29% and 10% of our U.S. revenues, respectively. For the nine months ended September 30, 2025, revenues from sales of our clinic revenue, treatment sessions and NeuroStar Advanced Therapy Systems represented 60%, 30% and 9% of our U.S. revenues, respectively.

Previous report

Total revenues increased by $18.8 million, or 101%, from $18.5 million for the three months ended September 30, 2024 to $37.3 million for the three months ended September 30, 2025 and increased by $55.0 million, or 105%, from $52.4 million for the nine months ended September 30, 2024 to $107.4 million for the nine months ended September 30, 2025. The increase was primarily attributable to an increase in clinic revenue.

Previous report

Total revenue for the three months ended September 30, 2025 was $37.3 million, an increase of 101% compared to the three months ended September 30, 2024 revenue of $18.5 million. During the quarter, total U.S. revenue increased by 102% and international revenue increased by 73% compared to the prior year period.

Previous report

The revenue growth was primarily due to the inclusion of clinic revenue of $21.8 million as a result of the acquisition of Greenbrook, partially offset by the absence of sales to Greenbrook of $2.4 million and a $0.6 million decline in sales of NeuroStar Advanced Therapy Systems and treatment session revenue to customers other than Greenbrook.

Previous report

U.S. NeuroStar Advanced Therapy System revenue for the three months ended September 30, 2025 was $3.5 million, a decrease of 15% compared to the three months ended September 30, 2024 revenue of $4.1 million. For the three months ended September 30, 2025 and 2024, the Company sold 40 and 48 systems, respectively, that were recognized as NeuroStar Advanced Therapy System capital revenue during each period.

Previous report

U.S. treatment session revenue for the three months ended September 30, 2025 was $10.5 million, a decrease of 21% compared to the three months ended September 30, 2024 revenue of $13.3 million. The decline was primarily attributable to the absence of $2.2 million in treatment session revenue to Greenbrook associated with the prior year period, as well as a further decrease in treatment session volume with other customers compared to the prior year period.

Previous report

Sales and marketing expenses decreased marginally from $11.9 million for the three months ended September 30, 2024 to $11.8 million for the three months ended September 30, 2025. Sales and marketing expense increased during the period due to the inclusion of Greenbrook, which was offset by the decrease in bad debt expense during the same period.

Previous report

General and administrative expenses increased by $3.6 million, or 49%, from $7.4 million for the three months ended September 30, 2024 to $11 million for the three months ended September 30, 2025. The increase was primarily driven by the addition of Greenbrook general and administrative expenses of $6.1 million, partially offset by cost synergies realized following the acquisition of Greenbrook.

Previous report

Other income, net decreased by $0.4 million, or 77%, from $0.5 million for the three months ended September 30, 2024 to $0.1 million for the three months ended September 30, 2025, primarily as a result of decreased interest income earned on the Company’s money market accounts and notes receivable interest.

Previous report

Comparison of the nine months ended September 30, 2025 and 2024

Previous report

Total revenue for the nine months ended September 30, 2025 was $107.4 million, an increase of 105% compared to the nine months ended September 30, 2024 revenue of $52.4 million. During the nine months ended September 30, 2025, total U.S. revenue increased by 107% and international revenue increased by 28%.

Previous report

The revenue growth was primarily due to the inclusion of clinic revenue of $ 63.5 million as a result of the acquisition of Greenbrook, partially offset by the absence of sales to Greenbrook of $7.6 million and a $0.9 million decline in sales of NeuroStar Advanced Therapy Systems and treatment session revenue to customers other than Greenbrook.

Previous report

U.S. NeuroStar Advanced Therapy System revenue for the nine months ended September 30, 2025 was $9.8 million, a decrease of 14% compared to the nine months ended September 30, 2024 revenue of $11.4 million. For the nine months ended September 30, 2025 and 2024, the Company sold 112 and 137 systems, respectively, that were recognized as NeuroStar Advanced Therapy System capital revenue during each period. Additionally, for the nine months ended September 30, 2024 the Company executed 1 operating lease agreement which contributed to operating lease revenue. While the number of systems decreased, the average selling price per system increased by 5%.

Previous report

U.S. treatment session revenue for the nine months ended September 30, 2025 was $30.9 million, a decrease of 19% compared to the nine months ended September 30, 2024 revenue of $38.0 million. The decline was primarily attributable to the absence of $7.1 million in treatment session revenue to Greenbrook associated with the prior year period.

Previous report

Cost of revenues increased by $43.6 million, or 332%, from $13.1 million for the nine months ended September 30, 2024 to $56.7 million for the nine months ended September 30, 2025. Gross margin decreased from 74.9% for the nine months ended September 30, 2024 to 47.1% for the nine months ended September 30, 2025. The decrease in gross margin was primarily a result of the inclusion of Greenbrook’s clinic business and reduction in treatment session revenue.

Previous report

Sales and marketing expenses were at $35.7 million for the nine months ended September 30, 2025 compared with $35.8 million for the nine months ended September 30, 2024. Sales and marketing expense increased during the nine month period due to the inclusion of Greenbrook, which was offset by the decrease in bad debt expense during the same period.

Previous report

General and administrative expenses increased by $16.8 million, or 86% from $19.5 million for the nine months ended September 30, 2024 to $36.3 million for the nine months ended September 30, 2025. The increase was primarily driven by the addition of Greenbrook general and administrative expense of $18.8 million, partially offset by cost synergies realized following the acquisition of Greenbrook.

Previous report

Research and development expenses decreased by $2.1 million, or 30%, from $7.0 million for the nine months ended September 30, 2024 to $4.9 million for the nine months ended September 30, 2025. The decrease was driven by personnel expense savings related to restructuring after the Company’s acquisition of Greenbrook.

Previous report

Interest expense increased by $0.6 million, or 10%, from $5.5 million for the nine months ended September 30, 2024 to $6.1 million for the nine months ended September 30, 2025, primarily due to a higher outstanding debt balance.

Previous report

Loss on extinguishment of debt amounting to $4.4 million was recorded during the nine months ended September 30, 2024, related to the Solar Facility. This included $1.2 million of early prepayment fees and $3.2 million of deferred financing expense relates to extinguishment of debt.

Previous report

Other income, net decreased by $1.4 million from $2.0 million for the nine months ended September 30, 2024 to $0.6 million for the nine months ended September 30, 2025, primarily as a result of decreased interest income earned on the Company’s money market accounts and notes receivable interest.

Previous report

The Company’s material cash requirements include the following contractual and other obligations.

Previous report

On July 25, 2024 the Company entered into the Perceptive Facility and used the proceeds to partially prepay in full all outstanding obligations under the Solar Facility. In connection with this prepayment, the Company paid Solar $64.7 million, which consisted of (i) $60.0 million of remaining principal amount outstanding, (ii) $0.5 million of accrued and unpaid interest, (iii) $3.0 million in connection with the final payment fee, and (iv) $1.2 million in connection with the prepayment fee. The Company funded the prepayment of the Solar Facility using proceeds from the Perceptive Facility and cash on hand.

Previous report

In connection with the Perceptive Facility and closure of the Solar Facility, the Company recorded a loss on extinguishment of $4.4 million. This included $1.2 million of early prepayment fees and $3.2 million of deferred financing expense related to extinguishment of debt.

Previous report

The Company has lease arrangements for equipment and certain facilities, including corporate headquarters and our warehouse in Malvern, Pennsylvania and a training facility in Charlotte, North Carolina. Additionally following the acquisition of Greenbrook, the Company has lease agreements related to Treatment Centers. These lease agreements range from “month-to-month” to seven years in length. As of September 30, 2025, the Company had fixed lease payment obligations of $34.9 million, including $7.9 million due within the next twelve months.

Previous report

Net cash used in operating activities for the nine months ended September 30, 2024 was $22.4 million, consisting primarily of a net loss of $31.0 million and an increase in net operating assets of $4.6 million, offset by non-cash charges of $8.8 million and a loss on extinguishment of debt of $4.4 million. The increase in net operating assets was primarily due to decreases in accrued expenses related to the final payment fee to Solar, payment of our 2024 bonus accrued as of December 31, 2023, and increases in our accounts receivable offset by lower inventory levels from the prior year. Non-cash charges primarily consisted of depreciation and amortization, loss on extinguishment related to the Solar Facility, allowance for credit losses, and share-based compensation.

Previous report

Net cash used in financing activities for the nine months ended September 30, 2024 was $16.4 million and primarily consisted of the repayment of the Solar Facility, proceeds from the Perceptive Facility, and payment of debt issuance costs related to the Perceptive Facility.
Reworded paragraphs (32)

Previous wording

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “should,” “expect,” “plan,” “design,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “outlook” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 27, 2025. These risks and uncertainties include, without limitation, risks and uncertainties related to: the effect of the transaction with Greenbrook on our business relationships; operating results and business generally; our ability to execute our business strategy; our ability to achieve or sustain profitable operations due to our history of losses; our reliance on the sale and usage of our NeuroStar Advanced Therapy System to generate revenues; the scale and efficacy of our salesforce; our ability to retain talent; availability of coverage and reimbursement from third-party payors for treatments using our products; physician and patient demand for treatments using our products; developments in respect of competing technologies and therapies for the indications that our products treat; product defects; our revenue concentration among a small number of customers; our ability to obtain and maintain intellectual property protection for our technology; developments in clinical trials or regulatory review of the NeuroStar Advanced Therapy System for additional indications; developments in regulation in the U.S. and other applicable jurisdictions; potential effects of evolving and/or extensive government regulation the terms of our credit facility; our ability to successfully roll-out our Better Me Provider Program on the planned timeline; our self-sustainability and existing cash balances; and our ability to achieve cash flow breakeven in the fourth quarter of 2025. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. The Company cautions investors not to place undue reliance on these forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for us to predict all risk factors and uncerta…

Excerpt shortened here; the source contains the full paragraph.

Current wording

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “should,” “expect,” “plan,” “design,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “outlook” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 17, 2026. These risks and uncertainties include, without limitation, risks and uncertainties related to: the effect of the transaction with Greenbrook on our business relationships; operating results and business generally; our ability to execute our business strategy; our ability to achieve or sustain profitable operations due to our history of losses; our reliance on the sale and usage of the System to generate revenues; the scale and efficacy of our salesforce; our ability to retain talent; availability of coverage and reimbursement from third-party payors for treatments using our products; physician and patient demand for treatments using our products; developments in respect of competing technologies and therapies for the indications that our products treat; product defects; our ability to obtain and maintain intellectual property protection for our technology; developments in clinical trials or regulatory review of the System for additional indications; developments in regulation in the U.S. and other applicable jurisdictions; potential effects of evolving and/or extensive government regulation; the terms of our credit facility;and our self-sustainability;existing cash balances; our ability to achieve positive cash flows; and our ability to continue as a going concern. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. The Company cautions investors not to place undue reliance on these forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for us to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report on Form 10-Q as a result of any new in…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

We believe that mental health is as important as physical health. As a global leader in neuroscience, we are delivering more treatment options to patients and healthcare providers by offering exceptional in-office treatments that produce extraordinary results. Our first commercial product, the NeuroStar Advanced Therapy System, is a non-invasive and non-systemic office-based treatment that uses TMS to create a pulsed, MRI-strength magnetic field that induces electrical currents designed to stimulate specific areas of the brain

Current wording

We believe that mental health is as important as physical health. The Company’s first commercial product, the System, is a non-invasive and non-systemic office-based treatment that uses TMS to create a pulsed, MRI-strength magnetic field that induces electrical currents designed to stimulate specific areas of the brain associated with mood. The System is cleared by the FDA to treat adult patients with MDD who have failed to achieve satisfactory improvement from prior antidepressant medication in the current MDD episode. It is also

Previous wording

We designed the NeuroStar Advanced Therapy System as a non-invasive therapeutic alternative to treat patients who suffer from MDD and to address many of the key limitations of existing treatment options. Additionally through our acquisition of Greenbrook, we now derive revenue directly from our Treatment Centers, by providing TMS therapy and SPRAVATO for MDD and other mental health disorders. We derive the majority of our revenues from clinic revenue.

Current wording

We designed the System as a non-invasive therapeutic alternative to treat patients who suffer from MDD and to address many of the key limitations of existing treatment options. Additionally, through our acquisition of Greenbrook, we now derive revenue directly from our Treatment Centers, by providing TMS therapy and SPRAVATO® for MDD and other mental health disorders. We derive the majority of our revenues from clinic revenue and treatment sessions.

Previous wording

We generate revenues from clinic operations, initial capital sales of our systems, sales of our recurring treatment sessions and from service and repair and extended warranty contracts.

Current wording

We currently operate in two segments: medical device and clinic services. We generate revenues from clinic operations, initial capital sales of our systems, sales of our recurring treatment sessions, service and repair, and extended warranty contracts.

Previous wording

We currently sell our NeuroStar Advanced Therapy System and recurring treatment sessions in the U.S. through our sales and customer support team. Our sales force targets an estimated 53,000 psychiatrists across 26,000 practices. We expect to continue to expand our direct sales and customer support team to further penetrate the market by demonstrating the benefits of our NeuroStar Advanced Therapy System to psychiatrists and their MDD patients. Some of our customers have purchased or may purchase more than one NeuroStar Advanced Therapy System. Based on our commercial data, we believe psychiatrists can recoup their initial capital investment in our system by providing a standard course of treatment to approximately 12 patients. We believe psychiatrists can generate approximately $8,500 of average revenue per patient for a standard course of treatment, which may provide meaningful incremental income to their practices. We have a diverse customer base of psychiatrists in group psychiatric practices in the U.S. Patients are reimbursed by federal healthcare programs and the vast majority of commercial payors in the U.S. for treatment sessions utilizing our NeuroStar Advanced Therapy System. For the three months ended September 30, 2024, one customer, Greenbrook, accounted for 13% of the Company’s revenue. Following the acquisition of Greenbrook, there are no significant customers.

Current wording

We currently sell the System and recurring treatment sessions in the U.S. through our sales and customer support team. Our sales force targets an estimated 53,000 psychiatrists across 26,000 practices. We expect to continue to expand our direct sales and customer support team to further penetrate the market by demonstrating the benefits of the System to providers and their patients. Some of our customers have purchased or may purchase more than one of the Systems. Based on our commercial data, we believe many providers can recoup their initial capital investment in a System by providing a standard course of treatment to approximately 12 patients. We believe psychiatrists can generate approximately $9,000 of average revenue per patient for a standard course of treatment, which may provide meaningful incremental income to their practices. We have a diverse customer base in the U.S. providers are reimbursed by federal healthcare programs and the vast majority of commercial payors in the U.S. for treatment sessions utilizing the System.

Previous wording

We market our products in a few select markets outside the U.S. through independent distributors. International revenues represented 3% of our total revenues for each of the three months ended September 30, 2025 and 2024 and 2% and 3% for the nine months ended September 30, 2025 and 2024, respectively. We expect our international revenues to decrease as a percentage of our total revenue.

Current wording

We market our products in a few select markets outside the U.S. through independent distributors. International revenues represented 1% and 2% of our total revenues for the three months ended March 31, 2026 and 2025, respectively. We expect our international revenues to decrease as a percentage of our total revenue.

Previous wording

Our research and development efforts are focused on the following: hardware and software product developments and enhancements of our NeuroStar Advanced Therapy System and clinical development relating to additional indications. We outsource the manufacture of components of our NeuroStar Advanced Therapy Systems that are produced to our specifications, and individual components are either shipped directly from our third-party contract manufacturers to our customers or consolidated into pallets at our Malvern, Pennsylvania facility prior to shipment. Final installation of our NeuroStar Advanced Therapy Systems occurs at the customer site.

Current wording

Our research and development efforts are primarily focused on hardware and software product developments and enhancements of the System and clinical development relating to additional indications. We outsource the manufacture of components of the Systems that are produced to our specifications, and individual components are either shipped directly from our third-party contract manufacturers to our customers or consolidated into pallets at our Malvern, Pennsylvania facility prior to shipment. Final installation of these systems occurs at the customer site.

Previous wording

We incurred net losses of $9.4 million and $31.9 million for the three and nine months ended September 30, 2025 compared to net losses of $13.3 million and $31.0 million for three and nine months ended September 30, 2024. As of September 30, 2025, we had an accumulated deficit of $451.6 million.

Current wording

Total revenues increased by $2.5 million, or 8%, from $32.0 million for the three months ended March 31, 2025 to $34.5 million for the three months ended March 31, 2026. For the three months ended March 31, 2026, our U.S. revenues were $34.2 million compared to $31.5 million for the three months ended March 31, 2025, representing an increase of 9%. The increase was primarily attributable to an increase in clinic revenue. We incurred net losses of $10.8 million for the three months ended March 31, 2026 compared to net losses of $12.7 million for the three months ended March 31, 2025. As of March 31, 2026, we had an accumulated deficit of $469.6 million.

Previous wording

We continue to closely monitor macroeconomic impacts, including, but not limited to, developments affecting financial institutions, supply chains, trade and tariff policy, unemployment rates, investment values, consumer confidence, inflationary and potential recessionary pressures, on our business, results of operations and financial results, which could adversely affect us.

Current wording

We are continuing to closely monitor macroeconomic impacts, including but not limited to developments affecting financial institutions, supply chains, unemployment rates, investment values, consumer confidence, inflationary and potential recessionary pressures, on our business, results of operations and financial results, which could adversely affect us.

Previous wording

We have generated revenues primarily from the sale of our NeuroStar Advanced Therapy Systems and related sales and rentals of the NeuroStar Advanced Therapy System, clinic revenue and the recurring revenues from our sale of treatment sessions in the U.S.

Current wording

We have generated revenues primarily from the sale of the Systems and related sales and rentals of the System, clinic revenue and the recurring revenues from our sale of treatment sessions in the U.S.

Previous wording

Clinic Revenues. Clinic revenue is determined based on net patient fees, which includes estimates for contractual allowances and discounts. Net patient fees are estimated using an expected value approach where management considers such variables as the average of previous net patient fees received by the applicable payor and fees received by other patients for similar services and the Company’s best estimate leveraging industry knowledge and expectations of third-party payors’ fee schedules. We expect clinic revenue to increase in 2025.

Current wording

Clinic Revenues. Clinic revenue, consisting of TMS services, SPRAVATO® sales and other mental wellness services is determined based on net patient fees, which includes estimates for contractual allowances and discounts. Net patient fees are estimated using an expected value approach where management considers such variables as the average of previous net patient fees received by the applicable payor and fees received by other patients for similar services and the Company’s best estimate leveraging industry knowledge and expectations of third-party payors’ fee schedules. We expect clinic revenue to increase in 2026.

Previous wording

NeuroStar Advanced Therapy System Revenues. NeuroStar Advanced Therapy System revenues consist primarily of sales or rentals of a capital component, including equipment upgrades to the initial sale of the NeuroStar Advanced Therapy System. NeuroStar Advanced Therapy Systems can be purchased outright or on a rent-to-own basis by certain customers.

Current wording

System Revenues. System revenues consist primarily of sales or rentals of a capital component, including equipment upgrades to the initial sale of the System. The Systems can be purchased outright or on a sales type lease basis by certain customers.

Previous wording

Treatment Session Revenues. Treatment session revenues primarily include sales of treatment sessions and SenStar treatment links. The treatment sessions are access codes that are delivered electronically in the U.S. The SenStar treatment links are disposable units containing single-use access codes that are sold and used outside the U.S. Access codes are purchased separately by our customers, primarily on an as-needed basis, and are required by the NeuroStar Advanced Therapy System in order to deliver treatment sessions.

Current wording

Treatment Session Revenues. Treatment session revenues primarily include sales of treatment sessions and SenStar treatment links. The treatment sessions are access codes that are delivered electronically in the U.S. The SenStar treatment links are disposable units containing single-use access codes that are sold and used outside the U.S. Access codes are purchased separately by our customers, primarily on an as-needed basis, and are required by the System in order to deliver treatment sessions.

Previous wording

Refer to the section titled “Critical Accounting Policies and Use of Estimates—Revenue Recognition” in our Annual Report on Form 10-K filed with the SEC on March 27, 2025. Also, refer to “Summary of Significant

Current wording

Refer to the section titled “Critical Accounting Policies and Use of Estimates—Revenue Recognition” in our Annual Report on Form 10-K filed with the SEC on March 17, 2026. Also, refer to “Summary of Significant Accounting Policies” in Notes to Interim Consolidated Financial Statements located in Part I – FINANCIAL INFORMATION, Item 1. Financial Statements.

Previous wording

Cost of revenues primarily consists of the costs of components and products purchased from our third-party contract manufacturers of our NeuroStar Advanced Therapy Systems as well as the cost of treatment packs for individual treatment sessions. We use third-party contract manufacturing partners to produce the components for and assemble the completed NeuroStar Advanced Therapy Systems. Cost of revenues also includes costs related to personnel, royalties, warranty, shipping, amortization of capitalized software and our operations and field service departments. Our treatment center costs include direct center and patient care costs, regional employee compensation and depreciation. We expect our cost of revenues to increase mainly for Treatment Centers, as our product mix changes.

Current wording

Cost of revenues primarily consists of the costs of components and products purchased from our third-party contract manufacturers of the Systems as well as the cost of treatment packs for individual treatment sessions. We use third-party contract manufacturing partners to produce the components for and assemble the Systems. Cost of revenues also includes costs related to personnel, royalties, warranty, shipping, amortization of capitalized software and our operations and field service departments. Our Treatment Center costs include direct center and patient care costs, regional employee compensation and depreciation. We expect our cost of revenues to increase mainly for Treatment Centers, as our product mix changes.

Previous wording

Our gross profit is calculated by subtracting our cost of revenues from our revenues. We calculate our gross margin as our gross profit divided by our revenues. Our gross margin has been and will continue to be affected by a variety of factors, primarily product sales mix, pricing and third-party contract manufacturing costs. Our gross margins on revenues from sales of NeuroStar Advanced Therapy Systems and clinic revenue are lower than our gross margins on revenues from sales of treatment sessions and, as a result, the sales mix between NeuroStar Advanced Therapy Systems, clinic revenues and treatment sessions can affect the gross margin in any reporting period.

Current wording

Our gross profit is calculated by subtracting our cost of revenues from our revenues. We calculate our gross margin as our gross profit divided by our revenues. Our gross margin has been and will continue to be affected by a variety of factors, primarily product sales mix, pricing and third-party contract manufacturing costs. Our gross margins on revenues from sales of the Systems and clinic revenue are lower than our gross margins on revenues from sales of treatment sessions and, as a result, the sales mix between the Systems, clinic revenues and treatment sessions can affect the gross margin in any reporting period.

Previous wording

Sales and marketing expenses consist of market research and commercial activities related to the sale of our NeuroStar Advanced Therapy Systems and treatment sessions and personnel costs including salaries and related benefits, sales commissions and share-based compensation for employees focused on these efforts. Other significant sales and marketing costs include conferences and trade shows, promotional and marketing activities, including direct and online marketing, practice support programs, primarily digital media campaigns, travel and training expenses.

Current wording

Sales and marketing expenses consist of market research and commercial activities related to the sale of the Systems and treatment sessions and personnel costs including salaries and related benefits, sales commissions and share-based compensation for employees focused on these efforts. Other significant sales and marketing costs include conferences and trade shows, promotional and marketing activities, including direct and online marketing, practice support programs, primarily digital media campaigns, travel and training expenses.

Previous wording

We anticipate that our sales and marketing expenses will increase in 2025 relative to 2024 as a result of the addition of the Greenbrook sales and marketing related expenses.

Current wording

We anticipate that our sales and marketing expenses will decrease in 2026 relative to 2025 as a result of the cost efficiencies realized post-acquisition across the sales and marketing divisions.

Previous wording

General and administrative expenses consist primarily of personnel expenses, including salaries and related benefits, share-based compensation and travel expenses, for employees in executive, finance, information technology, legal, compliance and human resource functions. General and administrative expenses also include the cost of insurance, outside legal fees, accounting and other consulting services, audit fees from our independent registered public accounting firm, board of directors fees and other administrative costs, such as corporate facility costs, including rent, utilities, depreciation and maintenance not otherwise included in cost of revenues.

Current wording

General and administrative expenses consist primarily of personnel expenses, including salaries and related benefits, share-based compensation and travel expenses, for employees in executive, finance, information technology, legal and human resource functions. General and administrative expenses also include the cost of insurance, outside legal fees, accounting and other consulting services, audit fees from our independent registered public accounting firm, Board fees and other administrative costs, such as corporate facility costs, including rent, utilities, depreciation and maintenance not otherwise included in cost of revenues.

Previous wording

We anticipate that our general and administrative expenses will increase in 2025 from 2024 due to an increase in the overall size of the general and administrative function within the consolidated company.

Current wording

We anticipate that our general and administrative expenses will increase in 2026 from 2025 due to an increase in the overall size of the general and administrative function within the consolidated company and investments needed to streamline systems and leverage automation.

Previous wording

We expect our research and development expenses to decrease during 2025 compared to our 2024 expenses.

Current wording

We expect our research and development expenses to remain consistent during 2026 compared to 2025 expenses.

Previous wording

Other income, net, consists primarily of interest income earned on our money market account balances and notes receivable.

Current wording

Other income, net, consists primarily of interest income earned on our money market account balances and notes receivable and ERC payments.

Previous wording

Cost of revenues increased by $15.7 million, or 346%, from $4.5 million for the three months ended September 30, 2024 to $20.2 million for the three months ended September 30, 2025. Gross margin decreased from 75.6% for the three months ended September 30, 2024 to 45.9% for the three months ended September 30, 2025. The decrease in gross margin was primarily a result of the inclusion of Greenbrook’s clinic business and reduction in treatment session revenue.

Current wording

Cost of revenues increased by $2.1 million, or 13%, from $16.2 million for the three months ended March 31, 2025 to $18.3 million for the three months ended March 31, 2026. Gross margin decreased from 49.2% for the three months ended March 31, 2025 to 46.9% for the three months ended March 31, 2026. The decrease in gross margin is mainly attributable to the revenue mix within the Clinic revenue segment.

Previous wording

Research and development expenses decreased by $0.9 million, or 38%, from $2.4 million for the three months ended September 30, 2024 to $1.5 million for the three months ended September 30, 2025. The decrease in research and development was driven by personnel expense savings related to restructuring after the Company’s acquisition of Greenbrook.

Current wording

Research and development expenses decreased by $0.3 million, or 16%, from $1.6 million for the three months ended March 31, 2025 to $1.4 million for the three months ended March 31, 2026. The decrease in research and development was driven by personnel expense.

Previous wording

Interest expense increased by $0.5 million, or 28% from $1.7 million for the three months ended September 30, 2024 to $2.2 million for the three months ended September 30, 2025, primarily due to a higher outstanding debt balance.

Current wording

Interest expense increased by $0.4 million, or 18%, from $1.9 million for the three months ended March 31, 2025 to $2.3 million for the three months ended March 31, 2026 due to a higher outstanding debt balance.

Previous wording

Loss on extinguishment of debt amounting to $4.4 million was recorded during the three months ended September 30, 2024, related to the Solar Facility. This included $1.2 million of early prepayment fees and $3.2 million of deferred financing expense relates to extinguishment of debt.

Current wording

Loss on extinguishment of debt amounting to $0.5 million was recorded during the three months ended March 31, 2026, related to the Perceptive Facility. This included $0.3 million of early prepayment fees and $0.2 million of deferred financing expense related to extinguishment of debt.

Previous wording

As of September 30, 2025, we had cash and cash equivalents of $28.0 million and an accumulated deficit of $451.6 million, compared to cash and cash equivalents of $18.5 million and an accumulated deficit of $419.8 million as of December 31, 2024. We incurred negative cash flows from operating activities of $21.3 million and $22.4 million for the nine months ended September 30, 2025 and 2024, respectively. We have incurred operating losses since our inception, and we anticipate that our operating losses will lessen in the near term due to revenue growth and the pursuit of ongoing cost efficiencies in connection with our Greenbrook acquisition. The Company’s primary sources of capital to date have been proceeds from its IPO, borrowings under its credit facility, proceeds from its secondary public offerings and ATM offerings of common stock and revenues from sales of its products. As of September 30, 2025, the Company had $70.0 million of borrowings outstanding under the Perceptive Facility, which have a final maturity on July 25, 2029. The Perceptive Facility is subject to certain financial covenants, including a minimum net revenue covenant that escalates over the term of the Perceptive Facility and a minimum liquidity covenant.

Current wording

As of March 31, 2026, we had cash and cash equivalents of $13.2 million and an accumulated deficit of $469.6 million, compared to cash and cash equivalents of $28.1 million and an accumulated deficit of $458.8 million as of December 31, 2025. We incurred negative cash flows from operating activities of $9.4 million and $17.0 million for the three months ended March 31, 2026 and 2025, respectively. The Company has incurred operating losses since its inception, and management anticipates that its operating losses will continue in the near term as the Company continues to invest in sales and marketing and product development activities. The Company’s primary sources of capital to date have been from its initial public offering, borrowings under its credit facility, proceeds from its secondary public offering of common stock (including, without limitation, the ATM Program), and revenues from sales of its products. As of March 31, 2026, the Company had $65.0 million of borrowings outstanding under the Perceptive Facility, which has a final maturity on July 25, 2029. The Perceptive Facility is subject to certain financial covenants including a minimum net revenue covenant that escalates over the term of the Perceptive Facility and a minimum liquidity covenant.

Previous wording

The following table sets forth a summary of our cash flows for the nine months ended September 30, 2025 and 2024:

Current wording

The following table sets forth a summary of our cash flows for the three months ended March 31, 2026 and 2025:

Previous wording

Net cash used in operating activities for the nine months ended September 30, 2025 was $21.3 million, consisting primarily of a net loss of $31.9 million offset by a decrease in net operating assets of $1.9 million, and by non-cash charges of $8.7 million primarily consisting of depreciation and amortization and share-based compensation. The decrease in net operating assets was primarily due to decreases in accounts receivable, and decreases in accounts payable, accrued expenses, prepaid expenses and other assets and prepaid commission expense.

Current wording

Net cash used in operating activities for the three months ended March 31, 2026 was $9.4 million, consisting primarily of a net loss of $10.8 million, and an increase in net operating assets of $1.8 million, partially offset by non-cash charges of $3.2 million, primarily consisting of depreciation and amortization, loss on disposal of property and equipment, share-based compensation and loss on extinguishment of debt. The increase in net operating assets was primarily due to decreases in accrued expenses, an increase in prepaid commission expense, partially offset by a decrease in accounts receivable.

Previous wording

Net cash used in investing activities for the nine months ended September 30, 2024 was $0.04 million, which was attributable to purchases of property and equipment and capitalized software costs, partially offset by the repayment of notes receivable.

Current wording

Net cash used in investing activities for the three months ended March 31, 2026 was $0.2 million, which was primarily due to purchases of property and equipment and capitalized software costs, partially offset by proceeds from the sale of property and equipment.

Previous wording

Net cash used in investing activities for the nine months ended September 30, 2025 was $0.6 million, which was attributable to purchases of property and equipment and capitalized software costs.

Current wording

Net cash used in investing activities for the three months ended March 31, 2025 was $0.2 million, which was primarily due to purchases of property and equipment and capitalized software costs.

Previous wording

Net cash provided by financing activities for the nine months ended September 30, 2025 was $36.9 million. This primarily reflected proceeds from the issuance of common stock of $20.7 million and proceeds from the issuance of long-term debt of $10.0 million. In addition, the Company received approximately $8.3 million in proceeds from the issuance of common stock under the ATM Program. These inflows were partially offset by common stock offering issuance costs of $1.7 million, payments of issuance costs under the ATM Program of $0.3 million, and debt issuance costs of $0.1 million.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Net cash used in operating activities for the three months ended March 31, 2025 was $17.0 million, consisting primarily of a net loss of $12.7 million, and an increase in net operating assets of $6.9 million, partially offset by non-cash charges of $2.5 million, primarily consisting of depreciation and amortization and share-based

Current report — wording carried from elsewhere

compensation. The increase in net operating assets was primarily due to increase in accounts receivable, and decreases in accounts payable, accrued expenses, prepaid expenses and other assets and prepaid commission expense.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Accounting Policies” in Notes to Interim Consolidated Financial Statements located in Part I – FINANCIAL INFORMATION, Item 1. Financial Statements.

Previous report — wording carried elsewhere

Cost of Revenues and Gross Margin

Previous report — wording carried elsewhere

As of September 30, 2025, the Company had $70 million of borrowings outstanding under the Perceptive Facility, which has a final maturity on July 25, 2029. The interest rate on borrowings under the Perceptive Facility is the monthly SOFR (as defined in the Perceptive Facility) rate plus 7%.