Neuronetics Inc

You should carefully consider the information described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2024. There have been no material changes to the risk factors described therein.

The Company’s failure to meet the continued listing requirements of Nasdaq could result in a delisting of the Company’s common stock.

On October 3, 2024, the Company received a deficiency letter from the Staff notifying the Company that, for the 30 consecutive business days prior to such letter, the closing bid price for the Company’s common stock had been below the Minimum Bid Price Requirement.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was given 180 calendar days, or until April 1, 2025, to regain compliance with the Minimum Bid Price Requirement. If at any time before April 1, 2025, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance.

If the Company fails to regain compliance with the Minimum Bid Price Requirement or fails to satisfy another continued listing requirements of Nasdaq, Nasdaq may take steps to delist the Company’s common stock, which could have a materially adverse effect on the Company’s ability to raise additional funds as well as the price and liquidity of the Company’s common stock. Such a delisting would likely have a negative effect on the price of the Company’s common stock, would impair the Company’s ability to sell or purchase the Company’s common stock when it wishes to do so, could place restrictions on the Company’s operating flexibility and subject the Company to potential default under the Perceptive Facility. In the event of a delisting, the Company could not provide assurances that any action taken by the Company to restore compliance with listing requirements would allow the Company’s common stock to become listed again, stabilize the market price or improve the liquidity of the Company’s common stock, prevent the Company’s common stock from dropping below the Minimum Bid Price Requirement, or prevent future non-compliance with Nasdaq’s listing requirements.