Neuronetics Inc
For the period ended Mar 31, 2025. Filed May 6, 2025.
View on SEC.govAbout 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, 2025 · Filed May 6, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-12.
0001558370-24-015160
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-06.
0001558370-25-006384
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 92 previous paragraphs and 81 current paragraphs.
22 unchanged; 33 reworded; 23 added; 33 removed; 4 previous and 3 current paragraphs rearranged.
Tables are not compared: 18 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 (23)
Current report
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-
Current report
Clinic revenue consists of revenue attributable to the performance of treatments to patients operated in 15 states in the U.S. In circumstances where the net patient fees have not yet been received, the amount of revenue recognized is estimated based on an expected value approach. Due to the nature of the industry and complexity of our clinic revenue arrangements, where price lists are subject to the discretion of payors, variable consideration exists that may result in price concessions and constraints to the transaction price for the services rendered.
Current report
Clinic revenue reimbursements are derived from third-party payors including federal and state agencies (under the Medicare programs), managed care health plans and commercial insurance companies.
Current report
Total revenues increased by $14.6 million, or 84%, from $17.4 million for the three months ended March 31, 2024 to $32.0 million for the three months ended March 31, 2025. For the three months ended March 31, 2025, our U.S. revenues were $31.5 million compared to $16.8 million representing an increase of 87%. The increase was primarily attributable to an increase in clinic revenue. We incurred net losses of $12.7 million for the three months ended March 31, 2025 compared to net losses of $7.9 million for the three months ended March 31, 2024. As of March 31, 2025, we had an accumulated deficit of $432.5 million.
Current report
Clinic Revenue. 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 report
Sales and Marketing Expenses
Current report
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 report
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 report
Research and Development Expenses
Current report
We expect our research and development expenses to decrease during 2025 compared to our 2024 expenses.
Current report
Interest Expense
Current report
Other Income, Net
Current report
Total revenue for the three months ended March 31, 2025 was $32.0 million, an increase of $14.6 million or 84% compared to the three months ended March 31, 2024 revenue of $17.4 million.
Current report
The revenue growth was primarily due to the inclusion of clinic revenue of $18.7 million as a result of the acquisition of Greenbrook, partially offset by the absence of sales to Greenbrook of $2.9 million and a decrease of sales of $1.1 million relating to NeuroStar Advanced Therapy Systems and treatment session revenue.
Current report
U.S. NeuroStar Advanced Therapy System revenue for the three months ended March 31, 2025 was $2.8 million, a decrease of 14% compared to $3.3 million in the first quarter of 2024. For the three months ended March 31, 2025, and 2024, the Company sold 31 and 40 systems, respectively. While the number of systems decreased, the average selling price per system increased by 9%.
Current report
U.S. clinic revenue, which represents revenue generated by neurohealth clinics from the Greenbrook acquisition, was $18.7 million for the three months ended March 31, 2025.
Current report
Cost of revenues increased by $11.9 million, or 275%, from $4.3 million for the three months ended March 31, 2024 to $16.2 million for the three months ended March 31, 2025. Gross margin decreased from 75.1% for the three months ended March 31, 2024 to 49.2% for the three months ended March 31, 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 report
Sales and Marketing Expenses
Current report
General and administrative expenses increased by $7.1 million, or 118%, from $6.0 million for the three months ended March 31, 2024 to $13.1 million for the three months ended March 31, 2025. The increase was primarily driven by the addition of Greenbrook general and administrative expenses of $6.2 million.
Current report
Research and Development Expenses
Current report
Interest Expense
Current report
Other Income, Net
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. There were no cash flows from financing activities for the three months ended March 31, 2024.
Removed paragraphs (33)
Previous report
We are a commercial stage medical technology company focused on designing, developing and marketing products that improve the quality of life for patients who suffer from neurohealth disorders. Our first commercial product, the NeuroStar Advanced Therapy System, is a non-invasive and non-systemic office-
Previous report
Total revenues increased by $0.6 million, or 4%, from $17.9 million for the three months ended September 30, 2023 to $18.5 million for the three months ended September 30, 2024 and increased by $1.4 million, or 3%, from $51.0 million for the nine months ended September 30, 2023 to $52.4 million for the nine months ended September 30, 2024.
Previous report
For the three months ended, September 30, 2024, our U.S revenue was $17.9 million, compared to $17.2 million for the three months ended September 30, 2023, which represents an increase of 4% period over period. The increase was primarily attributable to an increase in U.S. treatment sessions and U.S NeuroStar Advanced Therapy System sales period over period.
Previous report
For the nine months ended September 30, 2024, our U.S. revenue was $51.0 million, compared to $49.5 million for nine months ended September 30, 2023, which represents an increase of 3% period over period. The increase was primarily attributable to an increase in U.S. treatment sessions period over period.
Previous report
We incurred net losses of $13.3 million and $31.0 million for the three and nine months ended September 30, 2024 compared to net losses of $9.4 million and $24.8 million for three and nine months ended September 30, 2023. As we continue to reduce our expenses we expect to lower our losses and reach profitability in the upcoming years. As of September 30, 2024, we had an accumulated deficit of $407.1 million.
Previous report
Greenbrook Acquisition
Previous report
On August 11, 2024, the Company and Greenbrook entered into an arrangement agreement (the “Arrangement Agreement”), pursuant to which the Company agreed to acquire all of the issued and outstanding common shares of Greenbrook (each a “Greenbrook Share”) pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (Ontario) (the “Arrangement”).
Previous report
Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, each Greenbrook Share outstanding immediately prior to the effective time of the Arrangement (other than the shares held by Greenbrook Shareholders who have exercised rights of dissent in respect of the Arrangement) would be transferred to the Company in exchange for such number of shares of the Company’s Common Stock, as provided for in the Arrangement Agreement.
Previous report
On November 8, 2024, Greenbrook Shareholders approved the Greenbrook Arrangement Resolution and Neuronetics Stockholders approved the Neuronetics Charter Amendment Proposal and Neuronetics Share Issuance Proposal (as such terms are defined in the Company’s Definitive Proxy Statement on Schedule 14A filed on October 4, 2024). Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, the Company and Greenbrook intend to consummate the Arrangement upon the satisfaction of the conditions precedent to closing.
Previous report
We anticipate that our sales and marketing expenses will remain materially consistent during 2024 compared to 2023, within this category our reduced personnel and marketing program expense have been offset by increases related to bad debt expense.
Previous report
We anticipate that our general and administrative expenses will increase from 2023 mainly due to legal and professional feesin connection with our proposed transaction with Greenbrook (the “Greenbrook Acquisition”).
Previous report
Loss on debt extinguishment consist 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.
Previous report
Total revenue for the three months ended September 30, 2024 was $18.5 million, an increase of 4% compared to the three months ended September 30, 2023 revenue of $17.9 million. During the quarter, total U.S. revenue increased by 4% and international revenue decreased marginally compared to prior year quarter. The increase in U.S. revenue was primarily attributable to an increase in U.S. treatment sessions and U.S. NeuroStar Advanced Therapy System sales period over period.
Previous report
U.S. NeuroStar Advanced Therapy System revenue for the three months ended September 30, 2024 was $4.1 million, an increase of 14% compared to the three months ended September 30, 2023 revenue of $3.6
Previous report
million. For the three months ended September 30, 2024 and 2023, the Company sold 48 and 43 systems, respectively, that were recognized as NeuroStar Advanced Therapy System capital revenue during each period. Increase in U.S. NeuroStar Advanced Therapy System revenue is mainly due to the increase in the sales price of the systems.
Previous report
Cost of revenues decreased by $1.6 million, or 26%, from $6.1 million for the three months ended September 30, 2023 to $4.5 million for the three months ended September 30, 2024. Gross margin increased from 65.8% for the three months ended September 30, 2023 to 75.6% for the three months ended September 30, 2024. The increase in gross margin was primarily a result of the change in product mix, the absence of one-time manufacturing cost by our new contract manufacturer and inventory impairment incurred in 2023.
Previous report
Sales and marketing expenses decreased by $0.2 million, or 2%, from $12.1 million for the three months ended September 30, 2023 to $11.9 million for the three months ended September 30, 2024. The decrease was primarily due to lower headcount partially offset by an increase in bad debt expense.
Previous report
General and administrative expenses increased by $1.1 million, or 17% from $6.3 million for the three months ended September 30, 2023 to $7.4 million for the three months ended September 30, 2024. The increase was primarily due to an increase in legal costs and professional fees in connection with the Greenbrook Acquisition.
Previous report
Research and development expenses increased by $0.2 million, or 12%, from $2.2 million for the three months ended September 30, 2023 to $2.4 million for the three months ended September 30, 2024. The increase was primarily due to software maintenance expense for previously released software.
Previous report
Loss on extinguishment of debt amounting to $4.4 million was recorded during the three months ended September 30, 2024, related to the SLR Facility. This included $1.2 million of early prepayment fees and $3.2 million of deferred financing expense related to extinguishment of debt.
Previous report
Comparison of the nine months ended September 30, 2024 and 2023
Previous report
Total revenue for the nine months ended September 30, 2024 was $52.4 million, an increase of 3% compared to the nine months ended September 30, 2023 revenue of $51.0 million. During the nine months ended September 30, 2024, total U.S. revenue increased by 3% and international revenue decreased by 1%. The increase in U.S. revenue was primarily attributable to an increase in U.S. treatment sessions sales period over period. The decrease in international revenue was primarily driven by a decrease in treatment session sales and NeuroStar Advanced Therapy System sales period over period.
Previous report
U.S. NeuroStar Advanced Therapy System revenue for the nine months ended September 30, 2024 was $11.4 million, a decrease of $0.5 million compared to the nine months ended September 30, 2023 revenue of $11.9 million. For the nine months ended September 30, 2024 and 2023, the Company sold 137 and 146 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.
Previous report
U.S. treatment session revenue for the nine months ended September 30, 2024 was $38.0 million, an increase of 5% compared to the nine months ended September 30, 2023 revenue of $36.0 million. The revenue growth was primarily driven by an increase in treatment session volume and utilization over the comparative period.
Previous report
Cost of revenues decreased by $2.0 million, or 13%, from $15.1 million for the nine months ended September 30, 2023 to $13.1 million for the nine months ended September 30, 2024. Gross margin increased from 70.4% for the nine months ended September 30, 2023 to 74.9% for the nine months ended September 30, 2024. The increase in gross margin was primarily a result of increased sales volume of our treatment session sales resulting in a more favorable product mix, absence of one-time manufacturing cost by our new contract manufacturer and inventory impairment incurred in 2023.
Previous report
Sales and marketing expenses increased by $0.2 million, or 1%, from $35.6 million for the nine months ended September 30, 2023 to $35.8 million for the nine months ended September 30, 2024. The increase was primarily driven by higher bad debt expense.
Previous report
General and Administrative Expenses
Previous report
Interest expense increased by $1.9 million from $3.6 million for the nine months ended September 30, 2023 to $5.5 million for the nine months ended September 30, 2024 due to increases in interest rates.
Previous report
Loss on extinguishment of debt amounting to $4.4 million was recorded during the three months ended September 30, 2024, related to the SLR Facility. This included $1.2 million of early prepayment fees and $3.2 million of deferred financing expense related to extinguishment of debt.
Previous report
Other income, net decreased by $2.9 million from $4.9 million for the nine months ended September 30, 2023 to $2.0 million for the nine months ended September 30, 2024, primarily as a result of ERC of $2.9 million recorded for the nine months ended September 30, 2023 and decreased interest income earned on the Company’s money market accounts, which was partially offset by increase in notes receivable interest.
Previous report
of depreciation and amortization, inventory impairment, non-cash interest expense 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 SLR Facility, proceeds from the Perceptive Facility and payment of debt issuance costs related to the Perceptive Facility.
Previous report
Net cash provided by financing activities for the nine months ended September 30, 2023 was $0.4 million and primarily consisted of the additional debt net of the final payment and amendment fee paid in connection with the SLR Fourth Amendment.
Reworded paragraphs (33)
Previous wording
The following discussion and analysis of our financial condition and results of operations, as well as other sections in this Quarterly Report on Form 10-Q, should be read in conjunction with our unaudited interim financial statements and related notes thereto included elsewhere herein. In addition to historical financial information, some of the information contained in the following discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts, including statements regarding our future results of operations and financial position, business strategy, current and prospective products, product approvals, research and development costs, current and prospective collaborations, timing and likelihood of success, plans and objectives of management for future operations and future results of current and anticipated products, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Current wording
The following discussion and analysis of our financial condition and results of operations, as well as other sections in this Quarterly Report on Form 10-Q, should be read in conjunction with our unaudited interim consolidated financial statements and related notes thereto included elsewhere herein. In addition to historical financial information, some of the information contained in the following discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts, including statements regarding our future results of operations and financial position, business strategy, current and prospective products, product approvals, research and development costs, current and prospective collaborations, timing and likelihood of success, plans and objectives of management for future operations and future results of current and anticipated products, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Previous wording
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; 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 has been concentrated 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; 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 break-even in the fourth quarter of 2024 and on a full-year basis in 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 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 information, future events or changed circumstances or otherwise.*
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 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 has been concentrated 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; 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 third 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 uncertainties. Except as required by applicable law, we do not plan t…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
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 NeuroStar Advanced Therapy 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 to decrease anxiety symptoms in adult patients with MDD that may exhibit comorbid anxiety symptoms (anxious depression), and as an adjunct for the treatment of MDD in adolescent patients aged 15-21. The 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 188,662 global patients treated with over 6.9 million of our treatment sessions through September 30, 2024. We generated revenues of $18.5 million and $17.9 million for the three months ended September 30, 2024 and 2023, respectively, and $52.4 million and $51.0 million for the nine months ended September 30, 2024 and 2023, respectively.
Current wording
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 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, including Japan, where it is listed under Japan’s national health insurance. 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 202,318 global patients treated with over 7.4 million of our treatment sessions through March 31, 2025. We generated revenues of $32.0 million and $17.4 million for the three months ended March 31, 2025 and 2024, respectively.
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 other treatment options. We generate revenues from initial capital sales of our systems, recurring treatment sessions, service and repair and extended warranty contracts. We derive the majority of our revenues from recurring treatment sessions. For the three months ended September 30, 2024, revenues from sales of our treatment sessions and NeuroStar Advanced Therapy Systems represented 74% and 23% of our U.S. revenues, respectively, and for the three months ended September 30, 2023 revenues from sales of our treatment sessions and NeuroStar Therapy Systems represented 76% and 21% of our U.S. revenues, respectively. For the nine months ended September 30, 2024, revenues from sales of our treatment sessions and NeuroStar Advanced Therapy Systems represented 75% and 22% of our U.S. revenues, respectively, and for the nine months ended September 30, 2023 revenues from sales of our treatment sessions and NeuroStar Therapy Systems represented 73% and 24% of our U.S. revenues, respectively.
Current 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. We generate revenues from initial capital sales of our systems, sales of our recurring treatment sessions and from service and repair and extended warranty contracts. 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. For the three months ended March 31,2025, revenues from sales of our treatment sessions, clinic revenue and NeuroStar Advanced Therapy Systems represented 31%, 59% and 9% of our U.S. revenues, respectively.
Previous wording
We currently sell our NeuroStar Advanced Therapy System and recurring treatment sessions in the U.S. with the collaborative support of our 201 employees as of September 30, 2024. Symphony Health estimates that there are approximately 26,300 group and solo practice sites in the U.S. with psychiatrists that prescribe antidepressant medications. Our direct sales force primarily targets 53,000 psychiatrists at 26,300 psychiatric practices that treat approximately 13.9 million patients based on data from theJournal of the American Medical Association. Some of our customers have purchased or may purchase more than one NeuroStar Advanced Therapy System. Based on our commercial data, we believe our customers can recoup their initial capital investment in our system by providing a standard course of treatment to approximately 12 patients. We believe our customers 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, including psychiatrists in group psychiatric practices, pain management physicians and other medical professionals in the U.S. For the three and nine months ended September 30, 2024, one customer accounted for more than 10% of our revenues.
Current 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 March 31, 2024, one customer Greenbrook, accounted for 10% of the Company’s revenue. Following the acquisition, there are no significant customers.
Previous wording
We market our products in a few select markets outside the U.S. through independent distributors. International revenues represented 3% and 4% of our total revenues for the three months ended September 30, 2024 and 2023, respectively and 3% for the nine months ended September 30, 2024 and 2023. We received regulatory approval for our system in Japan in September 2017. We obtained reimbursement coverage for the NeuroStar Advanced Therapy System in Japan, which went into effect on June 1, 2019 and covers patients who are treated in the largest inpatient and outpatient psychiatric facilities in Japan. We expect our international revenues to be consistent 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 2% and 4% of our total revenues for the three months ended March 31, 2025 and 2024, respectively. In October 2017, we entered into an exclusive distribution agreement with Teijin Pharma Limited for the distribution of our NeuroStar Advanced Therapy Systems and treatment sessions to customers who will treat patients with MDD in Japan. We received regulatory approval for our system in Japan in September 2017. We obtained reimbursement coverage for the NeuroStar Advanced Therapy System in Japan, which went into effect on June 1, 2019 and covers patients who are treated in the
Previous wording
Our research and development efforts are focused on hardware and software product developments, 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
Current 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.
Previous wording
We are continuing to closely monitor macroeconomic impacts, including, but not limited to inflationary and potential recessionary pressures, on our business, results of operations and financial results. We currently believe these conditions have no material impact.
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 capital portion of our business and related sales and rentals of the NeuroStar Advanced Therapy System 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 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.
Previous wording
Treatment Session Revenues. Treatment session revenues primarily include sales of NeuroStar treatment sessions and SenStar treatment links. The NeuroStar 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 NeuroStar Advanced Therapy System in order to deliver treatment sessions.
Previous wording
Other Revenues. Other revenues are derived primarily from service and repair and extended warranty contracts with our existing customers.
Current wording
Other Revenues. Other revenues are derived primarily from service and repair, research collaboration agreements and extended warranty contracts with our existing customers.
Previous wording
We refer you 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 8, 2024. We also refer you to “Note 3. Summary of Significant Accounting Policies” in Notes to Interim Financial Statements located in Part I – FINANCIAL INFORMATION, Item 1. Financial Statements.
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 27, 2025. 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, warranty, shipping, and our operations and field service departments. We expect our cost of revenues to increase to the extent our revenues grow.
Current 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, regional marketing expenses, 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 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 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 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.
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 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 and radio media campaigns, co-op marketing, travel, training expenses and bad debt expense.
Current 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.
Previous wording
Research and development expenses consist primarily of personnel expenses, including salaries and related benefits and share-based compensation for employees in clinical development, product development, regulatory and quality assurance functions, as well as expenses associated with outsourced professional scientific development services and costs of investigative sites and consultants that conduct our preclinical and clinical development programs. We typically use our employee, consultant and infrastructure resources across our research and development programs.
Current wording
Research and development expenses consist primarily of personnel expenses, including salaries and related benefits and share-based compensation for employees in clinical development, product development, regulatory and quality assurance functions, as well as expenses associated with outsourced professional scientific development services and costs of investigative sites and consultants that conduct our preclinical
Previous wording
Interest expense consists of cash interest payable under our credit facility and non-cash interest attributable to the accrual of final payment fees and the amortization of deferred financing costs related to our indebtedness.
Current wording
Interest expense consists of cash interest payable under our credit facility and the amortization of deferred financing costs related to our indebtedness.
Previous wording
U.S. treatment session revenue for the three months ended September 30, 2024 was $13.3 million, an increase of 2% compared to the three months ended September 30, 2023 revenue of $13.1 million. The increase in revenue was primarily attributable to an increase in treatment session volume over the prior year quarter.
Current wording
U.S. treatment session revenue for the three months ended March 31, 2025 was $9.6 million, a decrease of 26% compared to $13 million in the first quarter of 2024.The decline was primarily attributable to the absence of $2.8 million in treatment session revenue to Greenbrook associated with the prior year quarter and a decrease in treatment session volume over the prior year quarter.
Previous wording
General and administrative expenses increased by $0.4 million, or 2% from $19.2 million for the nine months ended September 30, 2023 to $19.6 million for the nine months ended September 30, 2024. The increase was primarily due to an increase in legal costs and professional fees in connection with the Greenbrook Acquisition.
Current wording
Sales and marketing expenses marginally increased by $0.4 million, or 3%, from $11.6 million for the three months ended March 31, 2024 to $12.0 million for the three months ended March 31, 2025. The increase was primarily due to the addition of the Greenbrook marketing activities.
Previous wording
Research and development expenses decreased by $0.3 million, or 4%, from $7.3 million for the nine months ended September 30, 2023 to $7.0 million for the nine months ended September 30, 2024. The decrease in research and development was primarily due to higher capitalization of product development costs related to certain of the Company’s software project costs.
Current wording
Research and development expenses decreased by $0.7 million, or 31%, from $2.3 million for the three months ended March 31, 2024 to $1.6 million for the three months ended March 31, 2025. The decrease in research and development was driven by personnel expense savings related to restructuring post-acquisition.
Previous wording
Interest expense increased by $0.5 million, or 46%, from $1.2 million for the three months ended September 30, 2023, to $1.7 million for the three months ended September 30, 2024 due increases in interest rates.
Current wording
Interest expense increased by $0.1 million, or 5%, from $1.8 million for the three months ended March 31, 2024 to $1.9 million for the three months ended March 31, 2025 due to an overall increase in interest rate.
Previous wording
Other income, net decreased by $0.1 million, or 19%, from $0.6 million for the three months ended September 30, 2023 to $0.5 million for the three months ended September 30, 2024, primarily as a result of decreased interest income earned on the Company’s money market accounts.
Current wording
Other income, net, decreased by $0.6 million from $0.8 million for the three months ended March 31, 2024 to $0.2 million for the three months ended March 31, 2025, primarily as a result of decreased interest income earned on the Company’s money market accounts and notes receivable interest.
Previous wording
As of September 30, 2024, we had cash and cash equivalents of $20.9 million and an accumulated deficit of $407.1 million, compared to cash and cash equivalents of $59.7 million and an accumulated deficit of $376.1 million as of December 31, 2023. We incurred negative cash flows from operating activities of $22.4 million and $34.2 million for the nine months ended September 30, 2024 and 2023, respectively. We have incurred operating losses since our inception, and we anticipate that our operating losses will lessen in the near term as we adjust our sales and marketing initiatives, research and development activities and other corporate initiatives. The Company’s primary sources of capital to date have been proceeds from its IPO, private placements of its convertible preferred securities, borrowings under its credit facility, proceeds from its secondary public offering of common stock and revenues from sales of its products. As of September 30, 2024, the Company had $50.0 million of borrowings outstanding under its credit facility, which has a final maturity in July 2029. Management believes that the Company’s cash and cash equivalents as of September 30, 2024 and anticipated revenues from sales of its products are sufficient to fund the Company’s operations for at least 12 months from the issuance of these financial statements.
Current wording
As of March 31, 2025, we had cash and cash equivalents of $20.2 million and an accumulated deficit of $432.5 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 $17.0 million and $12.0 million for the three months ended March 31, 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, private placements of its convertible preferred securities, borrowings under its credit facility, proceeds from its secondary public offerings of common stock and revenues from sales of its products. As of March 31, 2025, the Company had $60.0 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
If our cash and cash equivalents and anticipated revenues from sales or our products are insufficient to satisfy our liquidity requirements, we may seek to sell additional common equity or seek to sell preferred equity or debt securities or enter into a new credit facility or another form of third-party funding or seek other debt financing. If we raise additional funds by issuing equity or equity-linked securities, our stockholders would experience dilution and any new equity securities could have rights, preferences and privileges superior to those of holders of our common stock. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. We cannot be assured that additional equity, equity-linked or debt financing will be available on terms favorable to us or our stockholders, or at all. It is also possible that we may allocate significant amounts of capital towards products or technologies for which market demand is lower than expected and, as a result, abandon such efforts. If we are unable to maintain our current financing or obtain adequate additional financing when we require it, or if we obtain financing on terms which are not favorable to us, or if we expend capital on products or technologies that are unsuccessful, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, or we may be required to delay the development, commercialization and marketing of our products.
Current wording
If our cash and cash equivalents and anticipated revenues from sales or our products and services are insufficient to satisfy our liquidity requirements, we may seek to sell additional common or preferred equity or debt securities or enter into a new credit facility or another form of third-party funding or seek other debt financing. If we raise additional funds by issuing equity or equity-linked securities, our stockholders would experience dilution and any new equity securities could have rights, preferences and privileges superior to those of holders of our common stock. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. We cannot be assured that additional equity, equity-linked or debt financing will be available on terms favorable to us or our stockholders, or at all. It is also possible that we may allocate significant amounts of capital towards products or technologies for which market demand is lower than expected and, as a result, abandon such efforts. If we are unable to maintain our current financing or obtain adequate additional financing when we require it, or if we obtain financing on terms which are not favorable to us, or if we expend capital on products or technologies that are unsuccessful, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, or we may be required to delay the development, commercialization and marketing of our products.
Previous wording
As of September 30, 2024, 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 8, 2024 outside of the Company prepaying the Solar Facility in July 2024 and obtaining new financing through the Perceptive Facility. The principal payment associated with the Perceptive Facility will be paid in July 2029.
Current wording
As of March 31, 2025, 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 27, 2025.
Previous wording
The following table sets forth a summary of our cash flows for the nine months ended September 30, 2024 and 2023:
Current wording
The following table sets forth a summary of our cash flows for the three months ended March 31, 2025 and 2024:
Previous wording
Net cash used in operating activities for the nine months ended September 30, 2023 was $34.2 million, consisting primarily of a net loss of $24.8 million and an increase in net operating assets of $19.3 million, partially offset by non-cash charges of $9.9 million. The increase in net operating assets was primarily due to increases in accounts receivable, the ERC and a decrease in accrued expense. Non-cash charges consisted
Current wording
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 compensation. The increase in net operating assets was primarily due to increases in accounts receivable, and decreases in accounts payable, accrued expenses, prepaid expenses and other assets and prepaid commission expense.
Previous wording
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 SLR, 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 SLR Facility, allowance for credit losses and share-based compensation.
Current wording
Net cash used in operating activities for the three months ended March 31, 2024 was $12.0 million, consisting primarily of a net loss of $7.9 million, an increase in accounts receivable of $2.7 million, a decrease in accrued bonus and accounts payable of $4.5 million and a decrease in other assets of $0.4 million, partially offset by non-cash charges of $2.7 million. Non-cash charges consisted of depreciation, allowance for credit losses and share-based compensation.
Previous wording
Net Cash (used in) provided by Financing activities
Current wording
Net Cash (used in) provided by Investing Activities
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, 2025 was $0.2 million, which was primarily due to purchases of property and equipment and capitalized software costs.
Previous wording
Net cash used in investing activities for the nine months ended September 30, 2023 was $0.8 million, which was attributable to purchase of property and equipment and capitalized software costs, partially offset by the repayment of notes receivable.
Current wording
Net cash provided by investing activities for the three months ended March 31, 2024 was $0.1 million. Net cash provided by investing activities for the three months ended March 31, 2024 was primarily due to repayment of notes receivable, partially offset by purchases of property and equipment and capitalized software costs.
Previous wording
For information regarding the Perceptive Facility, refer to “Note 14. Debt” in Notes to Interim Financial Statements located in Part I – FINANCIAL INFORMATION, Item 1. Financial Statements.
Current wording
For information regarding the Perceptive Facility, refer to “Debt” in Notes to Interim Consolidated Financial Statements located in Part I – FINANCIAL INFORMATION, Item 1. Financial Statements..
Previous wording
We refer you to “Note 3. Summary of Significant Accounting Policies” and “Note 4. Recent Accounting Pronouncements” in Notes to Interim Financial Statements located in Part I – FINANCIAL INFORMATION, Item 1. Financial Statements.
Current wording
Refer to “Summary of Significant Accounting Policies” and “Recent Accounting Pronouncements” in Notes to Interim Consolidated Financial Statements located in Part I – FINANCIAL INFORMATION, Item 1. Financial Statements.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
largest inpatient and outpatient psychiatric facilities in Japan. We expect our international revenues to decrease as a percentage of our total revenue.
Current report — wording carried from elsewhere
and clinical development programs. We typically use our employee, consultant and infrastructure resources across our research and development programs.
Current report — wording carried from elsewhere
Net Cash provided by Financing Activities
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
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 in “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 8, 2024.These risks and uncertainties include, without limitation, risks and uncertainties related to: the effect of the Arrangement with Greenbrook, initially announced on August 11, 2024 and approved by the Greenbrook Shareholders and Neuronetics Stockholders on November 8, 2024, on our business relationships, operating results and business generally;
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
Cost of Revenues and Gross Margin
Previous report — wording carried elsewhere
Net Cash used in Investing activities