| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
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Neuronetics, Inc. (Name of Issuer) |
Common Stock ($0.01 par value) (Title of Class of Securities) |
64131A105 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 64131A105 |
| 1 | Names of Reporting Persons Kent Lake PR LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization PUERTO RICO | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, HC |
SCHEDULE 13G |
| CUSIP No. | 64131A105 |
| 1 | Names of Reporting Persons Kent Lake Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 64131A105 |
| 1 | Names of Reporting Persons Benjamin Natter | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Neuronetics, Inc. | |
| (b) | Address of issuer's principal executive
offices: 3222 PHOENIXVILLE PIKE, MALVERN, PENNSYLVANIA, 19355 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed by the entities and persons listed below, who are collectively referred herein as "Reporting Persons", with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:
(i) Kent Lake PR LLC
(ii) Kent Lake Partners LP
(iii) Benjamin Natter | |
| (b) | Address or principal business office or, if
none, residence: (i) Kent Lake PR LLC
4512 Hacienda Shoppe CTR Ste 11 #26
Anasco, Puerto Rico 00610
(ii) Kent Lake Partners LP
4512 Hacienda Shoppe CTR Ste 11 #26
Anasco, Puerto Rico 00610
(iii) Mr. Benjamin Natter
c/o Kent Lake PR LLC
4512 Hacienda Shoppe CTR Ste 11 #26
Anasco, Puerto Rico 00610 | |
| (c) | Citizenship: (i) Kent Lake PR LLC - Puerto Rico
(ii) Kent Lake Partners LP - DE
(iii) Mr. Benjamin Natter - USA | |
| (d) | Title of class of securities: Common Stock ($0.01 par value) | |
| (e) | CUSIP No.: 64131A105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Kent Lake PR LLC
Amount beneficially owned: 0
Kent Lake Partners LP
Amount beneficially owned: 0
Benjamin Natter
Amount beneficially owned: 0 | |
| (b) | Percent of class: Kent Lake PR LLC
Percent of class: 0%
Kent Lake Partners LP
Percent of class: 0%
Benjamin Natter
Percent of class: 0% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Kent Lake PR LLC
Sole power to vote or to direct the vote: 0
Kent Lake Partners LP
Sole power to vote or to direct the vote: 0
Benjamin Natter
Sole power to vote or to direct the vote: 0
| ||
| (ii) Shared power to vote or to direct the
vote: Kent Lake PR LLC
Shared power to vote or to direct the vote: 0
Kent Lake Partners LP
Shared power to vote or to direct the vote: 0
Benjamin Natter
Shared power to vote or to direct the vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Kent Lake PR LLC
Sole power to dispose or to direct the disposition of: 0
Kent Lake Partners LP
Sole power to dispose or to direct the disposition of: 0
Benjamin Natter
Sole power to dispose or to direct the disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Kent Lake PR LLC
Shared power to dispose or to direct the disposition of: 0
Kent Lake Partners LP
Shared power to dispose or to direct the disposition of: 0
Benjamin Natter
Shared power to dispose or to direct the disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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