On January 28, 2021, Neuronetics, Inc. (the “Company”) entered into a purchase agreement (the “Underwriting Agreement”) with Piper Sandler & Co. and William Blair & Company, L.L.C. as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the public offering and sale (the “Offering”) to the Underwriters of 4,840,000 shares of its common stock, $0.01 par value per share (“Common Stock”), at a price to the public of $15.50 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 726,000 shares of Common Stock from the Company at the same purchase price per share, which the Underwriters exercised in full on February 1, 2021, making an aggregate of 5,566,000 shares of Common Stock issuable at closing. The Offering closed on February 2, 2021.
The Company estimates the net proceeds from the offering, including from the exercise by the Underwriters of their option to purchase additional shares as described above, will be approximately $80.6 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering for general corporate purposes, including working capital, research and development, marketing and evaluating new clinical indications.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and are made as of specific dates; are solely for the benefit of the parties to the Underwriting Agreement (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Underwriting Agreement, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to the investors generally. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
A copy of the legal opinion as to the legality of the shares of Common Stock to be issued and sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
