As filed with the Securities and Exchange Commission on June 25, 2018
RegistrationNo. 333-225307
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORMS-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEURONETICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 3841 | 33-1051425 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
3222 Phoenixville Pike
Malvern, Pennsylvania 19355
(610)640-4202
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chris Thatcher
President and Chief Executive Officer
Neuronetics, Inc.
3222 Phoenixville Pike
Malvern, Pennsylvania 19355
(610)640-4202
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Divakar Gupta Joshua A. Kaufman Jeffrey Libson Brandon Fenn Cooley LLP 1114 Avenue of the Americas New York, New York 10036 (212)479-6000 | B. Shayne Kennedy Brian J. Cuneo Drew Capurro Latham & Watkins LLP 650 Town Center Drive Costa Mesa, California 92626 (714)540-1235 |
Approximate date of commencement of proposed sale to the public:As soon as practicable after this registration statement is declared effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 2 to Registration Statement on FormS-1 (FileNo. 333-225307) is being filed solely to file amended Exhibits 1.1, 5.1 and 23.2. This Amendment No. 2 to Registration Statement does not modify any provision of the prospectus that forms a part of this Amendment No. 2 to Registration Statement. Accordingly, a preliminary prospectus has been omitted.
EXHIBIT INDEX
+ | Indicates management contract or compensation plan. |
* | Previously filed. |
◇ | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Malvern, Commonwealth of Pennsylvania on this 25th day of June, 2018.
NEURONETICS, INC. | ||
By: | /s/ Christopher Thatcher | |
Christopher Thatcher | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Chris Thatcher Chris Thatcher | Chief Executive Officer and Director (Principal Executive Officer) | June 25, 2018 | ||
/s/ Peter Donato Peter Donato | Chief Financial Officer (Principal Financial and Accounting Officer) | June 25, 2018 | ||
* Stephen Campe | Director | June 25, 2018 | ||
* Brian Farley | Director | June 25, 2018 | ||
* Paulina Hill | Director | June 25, 2018 | ||
* Ronald Hunt | Director | June 25, 2018 | ||
* Wilfred Jaeger, M.D. | Director | June 25, 2018 | ||
* Glenn Muir | Director | June 25, 2018 |
*Pursuant to Power of Attorney
By: | /s/ Christopher Thatcher | |
Christopher Thatcher Attorney-in-Fact |