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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______

Commission File Number: 001-38546

NEURONETICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

33-1051425

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

3222 Phoenixville Pike, Malvern, PA

19355

(Address of principal executive offices)

(Zip Code)

(610) 640-4202

(Registrant’s telephone number, including area code)

Not applicable.

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading
Symbol (s)

    

Name on each exchange on which registered

Common Stock ($0.01 par value)

STIM

The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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 Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

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 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

There were 30,295,465 shares of the registrant’s common stock outstanding as of August 6, 2024.

NEURONETICS, INC.

Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024

Table of Contents

Page

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

3

Balance Sheets as of June 30, 2024 and December 31, 2023

3

Statements of Operations for the Three and Six Months ended June 30, 2024 and 2023

4

Statements of Changes in Stockholders’ Equity for the Three and Six Months ended June 30, 2024 and 2023

5

Statements of Cash Flows for the Six Months ended June 30, 2024 and 2023

6

Notes to Interim Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

23

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

34

Item 4.

Controls and Procedures.

35

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

36

Item 1A.

Risk Factors.

36

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

36

Item 3.

Defaults Upon Senior Securities.

36

Item 4.

Mine Safety Disclosures.

36

Item 5.

Other Information.

36

Item 6.

Exhibits.

37

SIGNATURES

38

2

PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements.

NEURONETICS, INC.

Balance Sheets

(Unaudited; In thousands, except per share data)

June 30, 

December 31, 

    

2024

    

2023

Assets

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

42,642

$

59,677

Accounts receivable, net

 

17,143

 

15,782

Inventory

 

6,142

 

8,093

Current portion of net investments in sales-type leases

 

685

 

905

Current portion of prepaid commission expense

 

2,739

 

2,514

Current portion of notes receivable

2,363

2,056

Prepaid expenses and other current assets

 

3,792

 

4,766

Total current assets

 

75,506

 

93,793

Property and equipment, net

 

1,728

 

2,009

Operating lease right-of-use assets

 

2,480

 

2,773

Net investments in sales-type leases

 

268

 

661

Prepaid commission expense

 

8,626

 

8,370

Long-term notes receivable

3,152

 

3,795

Other assets

 

5,053

 

4,430

Total assets

$

96,813

$

115,831

Liabilities and Stockholders’ Equity

 

  

 

Current liabilities:

 

  

 

Accounts payable

$

4,102

$

4,752

Accrued expenses

 

9,236

 

12,595

Deferred revenue

 

1,452

 

1,620

Current portion of operating lease liabilities

 

856

 

845

Current portion of long-term debt, net

 

13,612

 

Total current liabilities

 

29,258

 

19,812

Long-term debt, net

 

46,146

 

59,283

Deferred revenue

 

15

 

200

Operating lease liabilities

 

2,008

 

2,346

Total liabilities

 

77,427

 

81,641

Commitments and contingencies (Note 18)

 

 

Stockholders’ equity:

 

  

 

Preferred stock, $0.01 par value: 10,000 shares authorized; no shares issued or outstanding on June 30, 2024 and December 31, 2023

 

 

Common stock, $0.01 par value: 200,000 shares authorized; 30,136 and 29,092 shares issued and outstanding on June 30, 2024 and December 31, 2023, respectively

 

301

 

291

Additional paid-in capital

 

412,871

 

409,980

Accumulated deficit

 

(393,786)

 

(376,081)

Total Stockholders’ equity

 

19,386

 

34,190

Total liabilities and Stockholders’ equity

$

96,813

$

115,831

The accompanying notes are an integral part of these unaudited interim financial statements.

3

NEURONETICS, INC.

Statements of Operations

(Unaudited; In thousands, except per share data)

Three Months Ended

Six Months Ended

June 30, 

June 30, 

2024

2023

2024

2023

Revenues

    

$

16,450

    

$

17,610

$

33,867

    

$

33,150

Cost of revenues

 

4,271

 

4,836

 

8,600

 

8,980

Gross profit

 

12,179

 

12,774

 

25,267

 

24,170

Operating expenses:

 

 

  

 

  

 

  

Sales and marketing

 

12,303

 

11,559

 

23,943

 

23,461

General and administrative

 

6,148

 

6,200

 

12,105

 

12,812

Research and development

 

2,235

 

2,364

 

4,585

 

5,154

Total operating expenses

 

20,686

 

20,123

 

40,633

 

41,427

Loss from operations

 

(8,507)

 

(7,349)

 

(15,366)

 

(17,257)

Other (income) expense:

 

 

  

 

  

 

  

Interest expense

 

1,978

 

1,144

 

3,804

 

2,396

Other income, net

 

(653)

 

(3,592)

 

(1,465)

 

(4,232)

Net loss

$

(9,832)

$

(4,901)

$

(17,705)

$

(15,421)

Net loss per share of common stock outstanding, basic and diluted

$

(0.33)

$

(0.17)

$

(0.59)

$

(0.54)

Weighted average common shares outstanding, basic and diluted

 

30,052

 

28,590

 

29,762

 

28,316

The accompanying notes are an integral part of these unaudited interim financial statements.

4

NEURONETICS, INC.

Statements of Changes in Stockholders’ Equity

(Unaudited; In thousands)

    

    

    

    

Additional

    

    

    

Total

Common Stock

Paid-in

Accumulated

Stockholders’

    

Shares

    

Amount

    

Capital

    

Deficit

    

Equity 

Balance at December 31, 2022

 

27,268

$

273

$

402,679

$

(345,892)

$

57,060

Share-based awards and options exercises

 

1,197

 

12

 

(12)

 

 

Share-based compensation expense

 

 

 

1,805

 

 

1,805

Net loss

 

 

 

 

(10,520)

 

(10,520)

Balance at March 31, 2023

 

28,465

$

285

$

404,472

$

(356,412)

$

48,345

Share-based awards and options exercises

 

348

 

3

 

(3)

 

 

Share-based compensation expense

 

 

 

2,033

 

 

2,033

Net loss

 

 

 

(4,901)

 

(4,901)

Balance at June 30, 2023

 

28,813

$

288

$

406,502

$

(361,313)

$

45,477

Balance at December 31, 2023

 

29,092

$

291

$

409,980

$

(376,081)

$

34,190

Share-based awards and options exercises

 

883

 

9

 

(9)

 

 

Share-based compensation expense

 

 

 

1,338

 

 

1,338

Net loss

 

 

 

 

(7,873)

 

(7,873)

Balance at March 31, 2024

 

29,975

$

300

$

411,309

$

(383,954)

$

27,655

Share-based awards and options exercises

 

161

 

1

 

(1)

 

 

Share-based compensation expense

 

 

 

1,563

 

 

1,563

Net loss

 

 

 

 

(9,832)

 

(9,832)

Balance at June 30, 2024

 

30,136

$

301

$

412,871

$

(393,786)

$

19,386

The accompanying notes are an integral part of these unaudited interim financial statements.

5

NEURONETICS, INC.

Statements of Cash Flows

(Unaudited; In thousands)

Six Months Ended June 30, 

2024

2023

Cash flows from Operating activities:

    

  

    

  

Net loss

$

(17,705)

$

(15,421)

Adjustments to reconcile net loss to net cash used in operating activities:

 

  

 

  

Depreciation and amortization

 

1,115

 

1,004

Allowance for credit losses

1,238

(266)

Inventory impairment

94

Share-based compensation

 

2,901

 

3,838

Non-cash interest expense

 

474

 

322

Changes in certain assets and liabilities:

 

 

  

Accounts receivable, net

 

(3,204)

 

(5,456)

Inventory

 

1,844

 

(7)

Net investments in sales-type leases

 

614

 

828

Prepaid commission expense

 

(482)

 

(620)

Prepaid expenses and other assets

 

683

 

(2,762)

Accounts payable

 

(844)

 

1,577

Accrued expenses

 

(3,359)

 

(6,462)

Deferred revenue

 

(353)

 

(622)

Net Cash used in Operating activities

 

(16,984)

 

(24,047)

Cash flows from Investing activities:

 

  

 

  

Purchases of property and equipment and capitalized software

 

(991)

 

(938)

Repayment of notes receivable

940

113

Net Cash used in Investing activities

 

(51)

 

(825)

 

Cash flows from Financing activities:

 

  

 

  

Payments of debt issuance costs

 

 

(863)

Proceeds from issuance of long-term debt

2,500

Repayment of long-term debt

(1,200)

Net Cash provided by Financing activities

 

 

437

Net decrease in Cash and Cash equivalents

 

(17,035)

 

(24,435)

Cash and Cash equivalents, Beginning of Period

 

59,677

 

70,340

Cash and Cash equivalents, End of Period

$

42,642

$

45,905

Supplemental disclosure of cash flow information:

 

 

  

Cash paid for interest

$

3,330

$

2,075

Transfer of inventory to property and equipment

36

36

Supplemental disclosure of non-cash investing and financing activities:

 

  

 

  

Purchases of property and equipment and capitalized software in accounts payable and accrued expenses

$

193

$

134

Reduction of accounts receivable in current and long-term notes receivable

$

606

$

6,330

The accompanying notes are an integral part of these unaudited interim financial statements.

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

1.     DESCRIPTION OF BUSINESS

Neuronetics, Inc. (the “Company”) is 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. The Company’s first commercial product, the NeuroStar Advanced Therapy System, is a non-invasive and non-systemic office-based treatment that uses transcranial magnetic stimulation (“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 was cleared in 2008 by the United States (“U.S.”) Food and Drug Administration (the “FDA”) to treat adult patients with major depressive disorder (“MDD”) who 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 obsessive-compulsive disorder (“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 also available in other parts of the world, including Japan, where it is listed under Japan’s national health insurance. The Company intends to continue to pursue development of its NeuroStar Advanced Therapy System for additional indications.

Liquidity

As of June 30, 2024, the Company had cash and cash equivalents of $42.6 million and an accumulated deficit of $393.8 million. The Company incurred negative cash flows from operating activities of $17.0 million for the six months ended June 30, 2024 and $32.0 million for the year ended December 31, 2023. The Company has incurred operating losses since its inception, and management anticipates that its operating losses will continue in the near term as the Company continues to invest in sales, marketing and product development activities. The Company’s primary sources of capital to date have been proceeds from its initial public offering (“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 June 30, 2024, the Company had $60.0 million of borrowings outstanding under its credit facility, which had a final maturity in March 2028. Management believes that the Company’s cash and cash equivalents as of June 30, 2024, and anticipated revenues from sales of its products are sufficient to fund the Company’s operations for at least the next 12 months from the issuance of these financial statements.

As of June 30, 2024, the Company was not in compliance with its minimum net product revenue covenant under the SLR Facility, see “Note 14. Debt” for further discussion. The amount of borrowing affected by this noncompliance was $60 million. Subsequently, on July 25, 2024 the Company entered into a Credit Agreement and Guaranty with Perceptive Credit Holdings IV, LP, (“Perceptive”) as collateral agent and other lenders defined in the agreement, see “Note 21. Subsequent Events” for further discussion on the Perceptive Credit Agreement.

2.     BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification and Accounting Standards Updates (“ASUs”) promulgated by the Financial Accounting Standards Board (the “FASB”).

Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared from the books and records of the Company in accordance with U.S. GAAP for interim financial information and Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), which permit reduced disclosures for interim periods. All adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the accompanying balance sheets and statements of operations and stockholders’

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

equity and cash flows have been made. Although these interim financial statements do not include all of the information and footnotes required for complete annual financial statements, management believes the disclosures are adequate to make the information presented not misleading. Unaudited interim results of operations and cash flows for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the full year. Unaudited interim financial statements and footnotes should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2024, wherein a more complete discussion of significant accounting policies and certain other information can be found.

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP and the rules and regulations of the SEC, requires the use of estimates and assumptions, based on judgments considered reasonable, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Although management believes its estimates and assumptions are reasonable when made, they are based upon information available at the time they are made. Management evaluates the estimates and assumptions on an ongoing basis and, if necessary, makes adjustments. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions, and given the subjective element of the estimates and assumptions made, actual results may differ materially from estimated results.

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s complete summary of significant accounting policies can be found in “Note 3. Summary of Significant Accounting Policies” in the audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2024.

4.     RECENT ACCOUNTING PRONOUNCEMENTS

New Accounting Standards Adopted by the Company

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public companies to disclose for each reportable segment the significant expense categories and amounts for such expenses. ASU 2023-07 is effective for annual periods beginning December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. This ASU will be effective for our annual period ended December 31, 2024. The Company is currently evaluating the impacts of ASU 2023-07 on its disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public business entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. This ASU will be effective for our annual period ended December 31, 2025. The Company is currently evaluating the impacts of ASU 2023-09 on its disclosures.

Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our unaudited interim financial statements.

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

5.     FAIR VALUE MEASUREMENT AND FINANCIAL INSTRUMENTS

The carrying values of cash equivalents, accounts receivable, prepaids and other current assets, and accounts payable on the Company’s balance sheets approximated their fair values as of June 30, 2024 and December 31, 2023 due to their short-term nature. The carrying values of the Company’s credit facility approximated its fair value as of June 30, 2024 and December 31, 2023 due to its variable interest rate. The carrying value of the Company’s notes receivable approximated its fair value as of June 30, 2024 and December 31, 2023 due to its variable interest rate.

Certain of the Company’s financial instruments are measured at fair value using a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1:

Inputs are quoted prices for identical instruments in active markets.

Level 2:

Inputs are quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; or model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3:

Inputs are unobservable and reflect the Company’s own assumptions, based on the best information available, including the Company’s own data.

The following tables set forth the carrying amounts and fair values of the Company’s financial instruments as of June 30, 2024 and December 31, 2023 (in thousands):

    

June 30, 2024

Fair Value Measurement Based on

Quoted

Significant

Prices In

other

Significant

Active

Observable

Unobservable

Carrying

Markets

Inputs

Inputs

    

Amount

    

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

Assets

Money market funds (cash equivalents)

$

28,209

$

28,209

$

28,209

$

$

    

December 31, 2023

Fair Value Measurement Based on

Quoted

Significant

Prices In

other

Significant

Active

Observable

Unobservable

Carrying

Markets

Inputs

Inputs

Amount

Fair Value

(Level 1)

(Level 2)

(Level 3)

Assets

    

  

    

  

    

  

    

  

    

  

Money market funds (cash equivalents)

$

27,507

$

27,507

$

27,507

$

$

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

6.     ACCOUNTS RECEIVABLE

The following table presents the composition of accounts receivable, net as of June 30, 2024 and December 31, 2023 (in thousands):

June 30, 

December 31, 

    

2024

    

2023

Gross accounts receivable - trade

$

18,754

$

16,577

Less: Allowances for credit losses

 

(1,611)

 

(795)

Accounts receivable, net

$

17,143

$

15,782

7.     INVENTORY

Inventory is stated at the lower of cost and net realizable value, with cost being determined on a first in, first out basis. The Company’s inventory is primarily comprised of finished goods and work-in-process.

8.     PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE

The following table presents the composition of property and equipment, net as of June 30, 2024 and December 31, 2023 (in thousands):

June 30, 

December 31, 

    

2024

    

2023

Laboratory equipment

$

669

$

702

Office equipment

 

495

 

495

Auto

23

23

Computer equipment and software

 

1,119

 

1,082

Manufacturing equipment

 

557

 

551

Leasehold improvements

 

1,463

 

1,436

Rental equipment

 

578

 

542

Property and equipment, gross

 

4,904

 

4,831

Less: Accumulated depreciation

 

(3,176)

 

(2,822)

Property and equipment, net

$

1,728

$

2,009

As of June 30, 2024 and December 31, 2023, the Company had capitalized software costs, net of $4.6 million and $4.2 million, respectively, which are included in “Prepaid expenses and other current assets” and “Other assets” on the balance sheet.

Depreciation and amortization expense was $0.6 million and $0.5 million for the three months ended June 30, 2024 and 2023, respectively, and $1.1 million and $1.0 million for the six months ended June 30, 2024 and 2023, respectively.

9.     NOTES RECEIVABLE

Greenbrook TMS Inc.

On March 31, 2023, the Company entered into a Secured Promissory Note and Guaranty Agreement (the “Promissory Note”) with TMS Neurohealth Centers Inc. (the “Maker”) and Greenbrook TMS Inc. and its subsidiaries, excluding the Maker (the “Guarantors”), in the principal amount of $6.0 million for a period of four years.

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

Notes receivable outstanding from Greenbrook TMS Inc. was $4.4 million and $5.2 million as of June 30, 2024 and December 31, 2023, respectively.

The Promissory Note bears interest at a rate equal to the sum of (a) the floating interest rate of daily secured overnight financing rate as administered by the Federal Reserve Bank of New York on its website (“SOFR”) plus (b) 7.65%.

Pursuant to the terms of the Promissory Note, in the event of an event of default thereunder, the Maker will be required to issue common share purchase warrants to the Company equal to (i) 200% of the unpaid amount of any delinquent amount or payment due and payable under the Promissory Note, together with all outstanding and unpaid accrued interest, fees, charges and costs, divided by (ii) the exercise price of the warrants, which will represent (i) if the Maker’s common shares are traded on the Nasdaq Stock Market (“Nasdaq”), a 20% discount to the 30-day volume-weighted average closing price of Greenbrook TMS Inc.’s common shares traded on the Nasdaq prior to the date of issuance (subject to any limitations that may be required by Nasdaq), (ii) if the Maker’s common shares are not then traded on Nasdaq, but are traded on the Toronto Stock Exchange (“TSX”) or another nationally recognized U.S. or Canadian securities exchange, inter-dealer quotation system or over-the-counter market (an “Other Market”), a 20% discount to the 30-day volume-weighted average closing of Greenbrook TMS Inc’s common shares traded on the TSX or Other Market, as elected by the Company, or (iii) if the Maker’s common shares are not traded on any of the above trading markets, a 20% discount to the fair market value of a common share as determined pursuant to the Promissory Note.

Under the Promissory Note and related loan documents, the Maker and the Guarantors have granted to the Company a security interest in substantially all of the Maker’s and the Guarantors’ assets and the Guarantors have guaranteed the Maker’s obligations under the Promissory Note. The Company’s security interest pursuant to the Promissory Note and related loan documents ranks pari passu with the Maker’s senior lender, Madryn Fund Administration, LLC, and is subject to an intercreditor agreement.

Interest income recognized by the Company related to notes receivable was $0.2 million for the three months ended June 30, 2024 and 2023. Interest income recognized by the Company related to notes receivable was $0.3 million and $0.2 million for the six months ended June 30, 2024 and 2023, respectively, and is included within “Other income, net” on the statements of operations.

10.     LEASES

Lessee:

The Company has operating leases for its corporate headquarters, a training facility and office equipment, including copiers. The Company leases an approximately 32,000 square foot facility in Malvern, Pennsylvania for its corporate headquarters, which includes office and warehouse space. The Company leases an approximately 9,600 square foot facility in Charlotte, North Carolina as a training facility for its NeuroStar Advanced Therapy Systems. The Company does not currently have any finance leases or executed leases that have not yet commenced.

Operating lease rent expense was $0.2 million for the three months ended June 30, 2024 and 2023, and $0.4 million for the six months ended June 30, 2024 and 2023. As of June 30, 2024, the weighted-average remaining lease term of operating leases was 3.6 years and the weighted-average discount rate was 7.2%.

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

The following table presents the supplemental cash flow information as a lessee related to leases (in thousands):

    

Six Months Ended

June 30, 2024

    

June 30, 2023

Cash paid for amounts included in the measurement of lease liabilities:

 

  

 

  

Operating cash flows from operating leases

$

531

$

521

The following table sets forth by year the required future payments of operating lease liabilities (in thousands):

June 30, 2024

Remainder of 2024

$

440

2025

898

2026

 

921

2027

 

882

2028

 

116

Total lease payments

 

3,257

Less imputed interest

 

(393)

Present value of operating lease liabilities

$

2,864

Lessor sales-type leases:

Certain customers have purchased NeuroStar Advanced Therapy Systems on a rent-to-own basis. The lease term is three or four years with a customer option to purchase the NeuroStar Advanced Therapy System at the end of the lease or automatic transfer of ownership of the NeuroStar Advanced Therapy System at the end of the lease.

The following table sets forth the profit recognized on sales-type leases (in thousands):

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2024

    

2023

    

2024

    

2023

Profit recognized at commencement, net

$

23

$

47

$

23

$

47

Interest income

 

 

 

 

Total sales-type lease income

$

23

$

47

$

23

$

47

The following table sets forth a maturity analysis of the undiscounted lease receivables related to sales-type leases (in thousands):

    

June 30, 2024

Remainder of 2024

$

433

2025

407

2026

 

86

2027

 

27

Total sales-type lease receivables

$

953

As of June 30, 2024, the carrying amount of the lease receivables is $1.0 million. The Company does not have any unguaranteed residual assets.

Lessor operating leases:

NeuroStar Advanced Therapy Systems sold for which collection is not probable are accounted for as operating leases. For the three months ended June 30, 2024 and 2023, the Company recognized operating

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

lease income of $0.03 million and $0.04 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recognized operating lease income of $0.1 million.

The Company maintained rental equipment, net of $0.3 million as of June 30, 2024 and December 31, 2023, which are included in “Property and equipment, net” on the balance sheet. Rental equipment depreciation expense was $0.02 million for the three months ended June 30, 2024 and 2023, and $0.05 million and $0.04 million for the six months ended June 30, 2024 and 2023, respectively.

11.     PREPAID COMMISSION EXPENSE

The Company pays a commission on both NeuroStar Advanced Therapy System sales and treatment session sales. Since the commission paid for system sales is not commensurate with the commission paid for treatment sessions, the Company capitalizes commission expense associated with NeuroStar Advanced Therapy System sales commissions paid that is incremental to specifically anticipated future treatment session orders. In developing this estimate, the Company considered its historical treatment session sales and customer retention rates, as well as technology development life cycles and other industry factors. These costs are periodically reviewed for impairment.

NeuroStar Advanced Therapy System commissions are deferred and amortized on a straight-line basis over a seven year period equal to the average customer term, which the Company deems to be the expected period of benefit for these costs.

On the Company’s balance sheets, the current portion of capitalized contract costs is represented by the “Current portion of prepaid commission expense”, while the long-term portion is included in “Prepaid commission expense”. Amortization expense was $0.7 million and $0.6 million for the three months ended June 30, 2024 and 2023, respectively, and $1.4 million and $1.1 million for the six months ended June 30, 2024 and 2023, respectively.

12.     ACCRUED EXPENSES

The following table presents the composition of accrued expenses as of June 30, 2024 and December 31, 2023 (in thousands):

    

June 30, 

    

December 31, 

2024

2023

Compensation and related benefits

$

5,418

$

8,003

Consulting and professional fees

 

693

 

488

Research and development expenses

 

172

 

260

Sales and marketing expenses

834

1,760

Warranty

 

255

 

213

Sales and other taxes payable

 

744

 

818

Other

 

1,120

 

1,053

Accrued expenses

$

9,236

$

12,595

13.     REVENUE AND DEFERRED REVENUE

Payment terms typically require payment upon shipment or installation of the NeuroStar Advanced Therapy System and additional payments as access codes for treatment sessions are delivered, which can span several years after the NeuroStar Advanced Therapy System is first delivered and installed. The timing of revenue recognition compared to billings and cash collections typically results in accounts receivable. However, sometimes customer advances and deposits may be required for certain customers and are recorded as contract liabilities (deferred revenue). For multi-year agreements, the Company generally

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Notes to Interim Financial Statements

(Unaudited)

invoices customers annually at the beginning of each annual coverage period and recognizes revenue over the term of the coverage period.

As of June 30, 2024, the Company expects to recognize approximately the following percentages of deferred revenue by year:

    

Revenue

 

Year:

Recognition

 

Remainder of 2024

62

%

2025

 

35

%

2026

 

2

%

2027

 

1

%

Total

 

100

%

Revenue recognized for the three months ended June 30, 2024 and 2023 that was included in the contract liability balance at the beginning of the year was $0.4 million and $0.5 million, respectively. Revenue recognized for the six months ended June 30, 2024 and 2023 that was included in the contract liability balance at the beginning of the year was $1.1 million and $1.4 million, respectively, and primarily represented revenue earned from separately priced extended warranties, customer deposits, milestone revenue, and clinical training.

Customers

Significant customers are those that represent more than 10% of the Company’s total revenue. For the three months ended June 30, 2024 and 2023, one customer accounted for 14% of the Company’s revenue. For the six months ended June 30, 2024 and 2023, one customer accounted for 13% and 16% of the Company’s revenue, respectively.

Accounts receivable outstanding related to that customer was $2.0 million and $1.9 million as of June 30, 2024 and December 31, 2023, respectively.

Notes receivable outstanding related to that customer was $4.4 million and $5.2 million as of June 30, 2024 and December 31, 2023, respectively.

Geographical information

The following geographic data includes revenue generated from the Company’s third-party distributors. The Company’s revenue was generated in the following geographic regions and by product line for the periods indicated (in thousands):

Revenues by Geography

 

Three Months Ended June 30, 

 

2024

2023

 

% of

% of

 

Amount

Revenues

Amount

Revenues

 

(in thousands, except percentages)

U.S.

    

$

16,130

    

98

%  

$

17,289

    

98

%

International

 

320

 

2

%  

 

321

 

2

%

Total revenues

$

16,450

 

100

%  

$

17,610

 

100

%

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Notes to Interim Financial Statements

(Unaudited)

U.S. Revenues by Product Category

 

Three Months Ended June 30, 

 

2024

2023

 

% of

% of

 

    

Amount

    

Revenues

    

Amount

    

Revenues

 

 

(in thousands, except percentages)

NeuroStar Advanced Therapy System

$

4,000

25

%  

$

4,489

26

%

Treatment sessions

 

11,660

 

72

%

 

12,314

 

71

%

Other

 

470

 

3

%

 

486

 

3

%

Total U.S. revenues

$

16,130

 

100

%

$

17,289

 

100

%

International Revenues by Product Category

 

Three Months Ended June 30, 

 

2024

2023

 

% of

% of

 

    

Amount

    

Revenues

    

Amount

    

Revenues

 

 

(in thousands, except percentages)

NeuroStar Advanced Therapy System

$

 

%  

$

56

 

18

%

Treatment sessions

 

139

 

43

%  

 

126

 

39

%

Other

 

181

 

57

%  

 

139

 

43

%

Total international revenues

$

320

 

100

%  

$

321

 

100

%

Revenues by Geography

 

Six Months Ended June 30, 

 

2024

2023

 

% of

% of

 

Amount

Revenues

Amount

Revenues

 

(in thousands, except percentages)

U.S.

    

$

32,923

    

97

%  

$

32,253

    

97

%

International

 

944

 

3

%  

 

897

 

3

%

Total revenues

$

33,867

 

100

%  

$

33,150

 

100

%

U.S. Revenues by Product Category

 

Six Months Ended June 30, 

 

2024

2023

 

% of

% of

 

    

Amount

    

Revenues

    

Amount

    

Revenues

 

 

(in thousands, except percentages)

NeuroStar Advanced Therapy System

$

7,310

22

%  

$

8,339

26

%

Treatment sessions

 

24,648

 

75

%

 

22,957

 

71

%

Other

 

965

 

3

%

 

957

 

3

%

Total U.S. revenues

$

32,923

 

100

%

$

32,253

 

100

%

International Revenues by Product Category

 

Six Months Ended June 30, 

 

2024

2023

 

% of

% of

 

    

Amount

    

Revenues

    

Amount

    

Revenues

 

 

(in thousands, except percentages)

NeuroStar Advanced Therapy System

$

259

 

27

%  

$

314

 

35

%

Treatment sessions

 

309

 

33

%  

 

310

 

35

%

Other

 

376

 

40

%  

 

273

 

30

%

Total International revenues

$

944

 

100

%  

$

897

 

100

%

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

14.     DEBT

The following table presents the composition of debt as of June 30, 2024 and December 31, 2023 (in thousands):

June 30, 

December 31, 

    

2024

    

2023

Outstanding principal

$

60,000

$

60,000

Accrued final payment fees

 

2,970

 

1,856

Less debt discounts

 

(3,212)

 

(2,573)

Total debt, net

 

59,758

 

59,283

Less current portion

 

(13,612)

 

Long-term debt, net

$

46,146

$

59,283

For the three months ended June 30, 2024, the Company recognized interest expense of $2.0 million, of which $1.7 million was cash and $0.3 million was non-cash interest expense related to the amortization of deferred debt issuance costs and accrual of final payment fees. For the three months ended June 30, 2023, the Company recognized interest expense of $1.1 million, of which $1.0 million was cash and $0.1 million was non-cash interest expense related to the amortization of deferred debt issuance costs and accrual of final payment fees.

For the six months ended June 30, 2024, the Company recognized interest expense of $3.8 million, of which $3.3 million was cash and $0.5 million was non-cash interest expense related to the amortization of deferred debt issuance costs and accrual of final payment fees. For the six months ended June 30, 2023, the Company recognized interest expense of $2.4 million, of which $2.1 million was cash and $0.3 million was non-cash interest expense related to the amortization of deferred debt issuance costs and accrual of final payment fees.

SLR Credit Facility

On March 2, 2020 the Company entered into a Loan and Security Agreement with Solar Capital Ltd as collateral agent and other lenders as defined in the agreement (such agreement, as amended, the “SLR Facility”).

On March 7, 2024, the Company entered into a sixth amendment (the “SLR Sixth Amendment”) to the SLR Facility. Under the SLR Sixth Amendment, SLR: (a) waived the specified events with respect to the Company’s non-compliance with the required revenue under the net product revenue covenant; and (b) amended the financial covenants and increased the amount of the liquidity covenant and temporarily decreased the net product revenue covenant to reflect current projections.

On September 29, 2023, the Company entered into a fifth amendment (the “SLR Fifth Amendment”) to the SLR Facility. The SLR Fifth Amendment allowed the Company to draw on the $22.5 million Term C Loan portion of the SLR Facility and revised the required testing levels of the net product revenue and minimum liquidity covenants for certain testing periods. On October 3, 2023, the Company borrowed $22.5 million under the Term C Loan portion of the SLR Facility, resulting in total borrowing of $60 million.

On March 29, 2023, the Company entered into a fourth amendment (the “SLR Fourth Amendment”) to the Loan and Security Agreement dated March 2, 2020 with SLR Investment Corp. (formerly known as Solar Capital Ltd.). The SLR Fourth Amendment increased the borrowings by $2.5 million, extended the interest only period from March 2023 to March 2026, and extended the maturity date from February 2025 to March 2028. In addition, the SLR Fourth Amendment changed the basis of the interest expense from LIBOR to SOFR.

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Notes to Interim Financial Statements

(Unaudited)

The SLR Facility accrued interest from the date of borrowing through the date of repayment at a floating per annum rate of interest, which reset monthly and was equal to the greater of 5.65% plus (a) 3.95% or (b) daily simple SOFR for a term of one month. Only interest was required to be paid on the SLR Facility until March 1, 2026. Prior to the effectiveness of the SLR Fourth Amendment, the interest only period with respect to the Term A Loan expired on March 1, 2023. Commencing April 1, 2026, the Company was required to make monthly payments of principal and interest on the SLR Facility.

In addition to the principal and interest payments due under the SLR Facility, the Company was required to pay a final payment fee to SLR upon the earlier of prepayment, acceleration or the maturity date of the SLR Facility equal to 4.95% of the principal amount of the term loans actually funded. If the Company prepaid the SLR Facility prior to their respective scheduled maturities, the Company will also be required to pay prepayment fees to SLR equal to 3% of the principal amount of such term loan then-prepaid if prepaid on or before the first anniversary of the Term C Funding Date, 2% of the principal amount of such term loan then-prepaid if prepaid after the first anniversary and on or before the second anniversary of the Term C Funding Date, or 1% of the principal amount of such term loan then-prepaid if prepaid after the second anniversary of the Term C Funding Date.

The Company was also required to pay SLR an exit fee upon the occurrence of (a) any liquidation, dissolution or winding up of the Company, (b) any transaction that results in a person obtaining control over the Company, (c) the Company achieving $100 million in trailing twelve-month net product revenue or (d) the Company achieving $125 million in trailing twelve-month net product revenue. The exit fee for liquidation, dissolution, winding up or change of control of the Company is equal to 2% of the principal amount of the term loans actually funded. The exit fee for achieving either $100 million or $125 million in trailing twelve-month net product revenue is equal to 1% of the principal amount of the term loans actually funded or, if both net product revenue milestones are achieved, 2% of the principal amount of the term loans actually funded. The exit fee was capped at 2% of the principal amount of the term loans actually funded.

On January 31, 2024 and February 29, 2024, the Company was not in compliance with its minimum net product revenue covenant under the SLR Facility. The Company was granted a waiver from SLR in the SLR Sixth Amendment for the covenant violations. The amount of borrowings affected by this noncompliance was $60 million.

As of June 30, 2024, the Company was not in compliance with its minimum net product revenue covenant under the SLR Facility. The amount of borrowing affected by this noncompliance was $60 million.

Subsequently, on July 25, 2024, the Company entered into a Credit Agreement and Guaranty with Perceptive Credit Holdings IV, LP, (“Perceptive”) as collateral agent and other lenders defined in the agreement, see “Note 21. Subsequent Events” for further discussion on the Perceptive Credit Agreement.

The Company projects to be in compliance with the covenants under the Perceptive Credit Agreement going forward.

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Notes to Interim Financial Statements

(Unaudited)

15.     COMMON STOCK

Common Stock

The following table summarizes the total number of shares of the Company’s common stock issued and reserved for issuance as of June 30, 2024 and December 31, 2023 (in thousands):

    

June 30, 2024

    

December 31, 2023

Shares of common stock issued

 

30,136

 

29,092

Shares of common stock reserved for issuance for:

 

  

 

  

Common stock warrants outstanding

 

21

 

41

Stock options outstanding

 

1,258

 

1,270

Restricted stock units outstanding

 

3,433

 

3,360

Shares available for grant under stock incentive plans

 

855

 

978

Shares available for sale under employee stock purchase plan

 

1,624

 

1,335

Total shares of common stock issued and reserved for issuance

 

37,327

 

36,076

Common Stock Warrants

The following tables summarize the Company’s outstanding common stock warrants as of June 30, 2024, and December 31, 2023:

June 30, 2024

    

    

    

    

Warrants

    

    

    

    

Outstanding

(in thousands)

Exercise Price

Expiration Date

21

$

9.73

 

Dec-2024

21

 

  

 

  

December 31, 2023

    

    

    

    

Warrants

    

    

    

    

Outstanding

(in thousands)

Exercise Price

Expiration Date

20

$

9.73

 

Mar-2024

21

$

9.73

 

Dec-2024

41

 

  

 

  

16.     LOSS PER SHARE

The Company’s basic loss per common share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The Company’s restricted stock awards (non-vested shares) are issued and outstanding at the time of grant but are excluded from the Company’s computation of weighted-average shares outstanding in the determination of basic loss per share until vesting occurs.

A net loss cannot be diluted, so when the Company is in a net loss position, basic and diluted loss per common share are the same. If the Company achieves profitability in the future, the denominator of a diluted earnings per common share calculation will include both the weighted average number of shares outstanding and the number of common stock equivalents, if the inclusion of such common stock equivalents would be dilutive. Dilutive common stock equivalents potentially include warrants, stock options, non-vested restricted stock units and non-vested performance restricted stock units (“PRSUs”) using the treasury stock method,

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Notes to Interim Financial Statements

(Unaudited)

along with the effect, if any, from the potential conversion of outstanding securities, such as convertible preferred stock.

The following potentially dilutive securities outstanding as of June 30, 2024 and 2023 have been excluded from the denominator of the diluted loss per share of common stock outstanding calculation (in thousands):

June 30, 

    

2024

    

2023

Stock options

1,258

1,277

Non-vested PRSUs

 

395

 

395

Non-vested restricted stock units

 

3,038

 

3,312

Common stock warrants

 

21

 

61

17.     SHARE-BASED COMPENSATION

The amount of share-based compensation expense recognized by the Company by location in its statements of operations for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands):

    

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

    

2023

    

2024

    

2023

Cost of revenues

$

37

$

36

$

71

72

Sales and marketing

 

359

 

713

 

709

1,356

General and administrative

 

976

 

1,115

 

1,753

2,082

Research and development

 

191

 

169

 

368

328

Total

$

1,563

$

2,033

$

2,901

$

3,838

2018 Equity Incentive Plan

In June 2018, the Company adopted the 2018 Equity Incentive Plan, (the “2018 Plan”), which authorized the issuance of up to 1.4 million shares, subject to an annual 4% increase based on the number of shares of common stock outstanding, in the form of restricted stock, stock appreciation rights and stock options to the Company’s directors, employees and consultants. The amount and terms of grants are determined by the Company’s board of directors. All stock options granted to date have had exercise prices equal to the fair value, as determined by the closing price as reported by the Nasdaq Global Market, of the underlying common stock on the date of grant. The contractual term of stock options is up to 10 years, and stock options are exercisable in cash or as otherwise determined by the board of directors. Generally, stock options vest 25% upon the first anniversary of the date of grant and the remainder ratably monthly thereafter for 36 months. Restricted stock units generally vest ratably in three equal installments on the first, second and third anniversaries of the grant date. PRSUs generally vest based on appreciation of the Company’s common stock to a certain price as determined by the Company’s board of directors measured using a trailing 30-day volume-weighted average price of a share of the Company’s common stock. The fair value of the PRSU awards are determined using a risk neutral Monte Carlo simulation valuation model. As of June 30, 2024, there were 0.7 million shares available for future issuance under the 2018 Plan.

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Notes to Interim Financial Statements

(Unaudited)

2020 Inducement Incentive Plan

In December 2020, the Company adopted the 2020 Inducement Incentive Plan (the “2020 Plan”), which authorized the issuance of up to 0.4 million shares, subject to increase by approval of the Company’s board of directors, in the form of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards and other stock awards to eligible employees who satisfy the standards for inducement grants under Nasdaq Global Market rules. In March 2022, the Company’s board of directors approved an additional 0.5 million shares for the issuance under the 2020 Plan. An individual who previously served as an employee or director of the Company is not eligible to receive awards under the 2020 Plan. The amount and terms of grants are determined by the Company’s board of directors. As of June 30, 2024, there were 0.1 million shares available for future issuance under the 2020 Plan.

Stock Options

The following table summarizes the Company’s stock option activity for the six months ended June 30, 2024:

    

    

    

    

    

Weighted

Aggregate

Number of

Weighted

average

average

Shares under

average

Remaining

Intrinsic

Option

Exercise Price

Contractual

Value

(in thousands)

per Option

Life (in years)

(in thousands)

Outstanding at December 31, 2023

 

1,270

$

3.90

 

 

Granted

 

$

 

  

 

  

Exercised

 

$

 

 

  

Forfeited and Expired

 

(12)

$

11.48

 

  

 

  

Outstanding at June 30, 2024

 

1,258

$

3.82

 

5.8

 

$

5.1

Exercisable at June 30, 2024

 

1,237

$

3.85

 

5.7

 

$

5.1

Vested and expected to vest at June 30, 2024

 

1,258

$

3.82

 

5.8

 

$

5.1

The Company recognized share-based compensation expense related to stock options of $0.1 million for the three months ended June 30, 2024 and 2023, and $0.1 million and $0.3 million for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, there was no remaining unrecognized compensation cost related to non-vested stock options.

For the six months ended June 30, 2024 the Company did not grant stock options.

Restricted Stock Units and PRSUs

The following table summarizes the Company’s restricted stock unit and PRSU activity for June 30, 2024:

    

Non-vested

    

Weighted

    

Non-vested

    

Weighted

Restricted

average

PRSUs

average

Stock Units

Grant-date

Grant-date

(in thousands)

Fair Value

(in thousands)

Fair Value

Non-vested at December 31, 2023

2,965

$

4.37

 

395

$

6.77

Granted

 

1,535

$

3.24

 

$

Vested

 

(1,226)

$

4.61

 

$

Forfeited

 

(236)

$

4.36

 

$

Non-vested at June 30, 2024

 

3,038

$

3.69

 

395

$

6.77

The Company recognized $1.5 million and $1.9 million in share-based compensation expense related to the restricted stock units and PRSUs for the three months ended June 30, 2024 and 2023, respectively, and $2.8 million and $3.6 million for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, there was $8.8 million of unrecognized compensation cost related to non-vested restricted stock units and

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

PRSUs, which the Company expects to recognize over a weighted-average period of 2.0 years. The total fair value at the vesting date of restricted stock units and PRSUs vested during the six months ended June 30, 2024 was $4.0 million.

The Company did not grant PRSUs during the six months ended June 30, 2024.

18.     COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company is subject from time to time to various claims and legal actions arising during the ordinary course of its business. Management believes that there are currently no claims or legal actions that would reasonably be expected to have a material adverse effect on the Company’s results of operations, financial condition, or cash flows.

19.     SEGMENT INFORMATION

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company currently operates in one business segment as it is managed and operated as one business. A single management team that reports to the chief operating decision maker comprehensively manages the entire business. The Company does not operate any material separate lines of business or separate business entities with respect to its products or product development.

20.     GOVERNMENT ASSISTANCE

Employee Retention Credit

The Coronavirus Aid, Relief and Economic Security Act provided an Employee Retention Credit (the “ERC”), which was a refundable tax credit related to certain payroll taxes. The Company applied the grant model and determined that the criteria for recognition of the ERC was met during the year ended December 31, 2023 based on the Company’s determination of eligibility and filing of the ERC claim. As of June 30, 2024, the $2.9 million ERC receivable is reported within “Prepaid expenses and other current assets” on the Company’s balance sheets.

21.     SUBSEQUENT EVENTS

On July 25, 2024, the Company entered into a Credit Agreement and Guaranty with Perceptive Credit Holdings IV, LP, as collateral agent and other lenders defined in the agreement (the “Perceptive Facility”) that was used to repay the Company’s previous $60.0 million credit facility with SLR Investment Corp.

The Perceptive Facility permits the Company to borrow up to an aggregate amount of $90.0 million in three tranches of term loans, a “Tranche 1 Loan”, a “Tranche 2 Loan” and a “Tranche 3 Loan.” On July 25, 2024, the Company borrowed an aggregate amount of $50.0 million, which was the aggregate amount available under the Tranche 1 Loan portion of the Perceptive Facility. Under the Tranche 2 Loan portion of the Perceptive Facility, the Company is permitted to borrow, at its election, up to an aggregate amount of $15.0 million, (i) upon the Company achieving a specified amount of trailing twelve months net revenue, and (ii) assuming there has been no event of default under the Perceptive Facility prior to such election. The Tranche 2 Loan portion of the Perceptive Facility must be borrowed on or before December 31, 2025. Under the Tranche 3 Loan portion of the Perceptive Facility, the Company may request to borrow, at the consent of the Majority Lenders (as defined in the Perceptive Facility), up to an aggregate amount of $25.0 million. The

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

Tranche 3 Loan portion of the Perceptive Facility must be borrowed on or before June 30, 2026. All amounts borrowed under the Perceptive Facility are due on July 25, 2029.

Each of the Tranche 1 Loan, Tranche 2 Loan and Tranche 3 Loan accrues interest from the date of borrowing through the date of repayment at a floating per annum rate of interest equal to the sum of 7.00% plus the greater of (a) 4.50% and (b) One-Month Term SOFR (as defined in the Perceptive Facility). There will be no scheduled repayments of the principal on the Tranche 1 Loan, Tranche 2 Loan and Tranche 3 Loan prior to the maturity date.

If the Company prepays either the Tranche 1 Loan, Tranche 2 Loan or Tranche 3 Loan prior to their scheduled maturity date, the Company will also be required to pay prepayment fees to Perceptive equal to 6% of the principal amount of such term loan then-prepaid if prepaid on or before the first anniversary of the closing date, 5% of the principal amount of such term loan then-prepaid if prepaid after the first anniversary and on or before the second anniversary of the closing date, 4% of the principal amount of such term loan then-prepaid if prepaid after the second anniversary and on or before the third anniversary of the closing date, and 3% of the principal amount of such term loan then-prepaid if prepaid after the third anniversary and on or before the fourth anniversary of the closing date.

The Company’s obligations under the credit facility are secured by a first priority security interest in substantially all of its assets, including its intellectual property. The Perceptive Facility requires the Company to comply with a quarterly minimum trailing revenue covenant and a $5 million liquidity covenant as well as customary affirmative and negative covenants.

The Perceptive Facility contains events of default, including, without limitation, events of default upon: (i) failure to make payment pursuant to the terms of the agreement; (ii) violation of covenants; (iii) material adverse changes to the Company’s business; (iv) insolvency; (v) material cross-defaults; (vi) significant judgments, orders or decrees for payments by the Company; (vii) incorrectness of representations and warranties; (viii) significant adverse ERISA events; (ix) failure by the Company to be registered with the United States Securities and Exchange Commission in good standing; and (x) failure by the Company to maintain a valid and perfected lien on the collateral securing the borrowing.

As consideration for the Perceptive Facility, the Company agreed to issue to Perceptive warrants to purchase up to 1,462,500 shares of the Company’s common stock, with a warrant exercisable into 1,125,000 shares of the Company’s common stock issued on the closing date (the “Initial Warrant”). The per share exercise price for the Initial Warrant is equal to the lower of (x) the 10-day volume weighted average price of the Company’s common stock on the business day immediately prior to the closing date and (y) the 10-day volume weighted average price of the common stock ended on August 31, 2024. In addition to the Initial Warrant, an additional warrant will be issued for 337,500 shares of common stock concurrently with the borrowing of the Tranche 2 Loan. The per share exercise price for the additional warrant will be equal to the exercise price of the Initial Warrant. Each warrant will be exercisable, in whole or in part, until the tenth anniversary of the applicable date of issuance.

22

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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.

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: 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 Guarantee 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.

Overview

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-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

23

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 182,125 global patients treated with over 6.6 million of our treatment sessions through June 30, 2024. We generated revenues of $16.5 million and $17.6 million for the three months ended June 30, 2024 and 2023, respectively, and $33.9 million and $33.2 million for the six months ended June 30, 2024 and 2023, respectively.

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 June 30, 2024, revenues from sales of our treatment sessions and NeuroStar Advanced Therapy Systems represented 72% and 25% of our U.S. revenues, respectively, and for the three months ended June 30, 2023 revenues from sales of our treatment sessions and NeuroStar Therapy Systems represented 71% and 26% of our U.S. revenues, respectively. For the six months ended June 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 six months ended June 30, 2023 revenues from sales of our treatment sessions and NeuroStar Therapy Systems represented 71% and 26% of our U.S. revenues, respectively.

We currently sell our NeuroStar Advanced Therapy System and recurring treatment sessions in the U.S. with the collaborative support of our 203 employees as of June 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 the Journal 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 six months ended June 30, 2024, one customer accounted for more than 10% of our revenues.

We market our products in a few select markets outside the U.S. through independent distributors. International revenues represented 2% of our total revenues for the three months ended June 30, 2024 and 2023, and 3% for the six months ended June 30, 2024 and 2023. 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 largest inpatient and outpatient psychiatric facilities in Japan. We expect our international revenues to be consistent as a percentage of our total revenue.

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 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.

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Total revenues decreased by $1.1 million, or 7%, from $17.6 million for the three months ended June 30, 2023 to $16.5 million for the three months ended June 30, 2024 and increased by $0.7 million, or 2%, from $33.2 million for the six months ended June 30, 2023 to $33.9 million for the six months ended June 30, 2024.

For the three months ended, June 30, 2024, our U.S revenue was $16.1 million, compared to $17.3 million for the three months ended June 30, 2023, which represents a decrease of 7% period over period. The decrease was primarily attributable to a decrease in U.S. Treatment sessions and U.S NeuroStar Advanced Therapy System sales period over period.

For the six months ended June 30, 2024, our U.S. revenue was $32.9 million, compared to $32.3 million for six months ended June 30, 2023, which represents an increase of 2% period over period. The increase was primarily attributable to an increase in U.S. Treatment sessions sales period over period.

We incurred net losses of $9.8 million and $17.7 million for the three and six months ended June 30, 2024 compared to net losses of $4.9 million and $15.4 million for three and six months ended June 30, 2023. We expect to continue to incur losses for the next several years as we invest in our commercial organization to support our planned sales growth and while continuing to invest in our pipeline indications. As of June 30, 2024, we had an accumulated deficit of $393.8 million.

Global Economic Conditions

We are continuing to closely monitor macroeconomic impacts, including, but not limited to, developments affecting financial institutions, inflationary and potential recessionary pressures, on our business, results of operations and financial results. We currently believe these conditions have no material impact.

Components of Our Results of Operations

Revenues

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.

NeuroStar Advanced Therapy System Revenues. NeuroStar Advanced Therapy System revenues consist primarily of sales or rentals of a capital component, including equipment upgrades to the initial sale of the NeuroStar Advanced Therapy System. NeuroStar Advanced Therapy Systems can be purchased outright or on a rent-to-own basis by certain customers.

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.

Other Revenues. Other revenues are derived primarily from service and repair and extended warranty contracts with our existing customers.

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.

Cost of Revenues and Gross Margin

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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.

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.

Sales and Marketing Expenses

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 and training expenses.

We anticipate that our sales and marketing expenses will remain materially consistent during 2024 compared to 2023 expenses. We have plans to grow the co-op marketing program, but that increase in expense will be offset by savings in other areas.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel expenses, including salaries and related benefits, share-based compensation and travel expenses, for employees in executive, finance, information technology, legal and human resource functions. General and administrative expenses also include the cost of insurance, outside legal fees, accounting and other consulting services, audit fees from our independent registered public accounting firm, board of directors’ fees and other administrative costs, such as corporate facility costs, including rent, utilities, depreciation and maintenance not otherwise included in cost of revenues.

We anticipate that our general and administrative expenses will remain relatively consistent during 2024 compared to our 2023 expenses.

Research and Development Expenses

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.

We plan to incur research and development expenses for the near future as we expect to continue our development of TMS therapy for the treatment of additional patient populations and new indications related to neurohealth disorders, as well as for various hardware and software development projects. As a result, we expect our research and development expenses to increase during 2024 compared to our 2023 expenses.

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Interest Expense

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.

Other Income, Net

Other income, net consists primarily of interest income earned on our money market account balances and notes receivable.

Results of Operations

Comparison of the three months ended June 30, 2024 and 2023

Three Months Ended

 

June 30, 

Increase / (Decrease)

    

2024

    

2023

    

Dollars

    

Percentage

 

(in thousands, except percentages)

 

Revenues

$

16,450

$

17,610

$

(1,160)

 

(7)

%

Cost of revenues

 

4,271

 

4,836

 

(565)

 

(12)

%

Gross Profit

 

12,179

 

12,774

 

(595)

 

(5)

%

Gross Margin

 

74.0

%  

 

72.5

%  

 

 

  

 

Operating expenses:

 

  

 

  

 

 

  

Sales and marketing

 

12,303

 

11,559

 

744

 

6

%

General and administrative

 

6,148

 

6,200

 

(52)

 

(1)

%

Research and development

 

2,235

 

2,364

 

(129)

 

(5)

%

Total operating expenses

 

20,686

 

20,123

 

563

3

%

Loss from Operations

 

(8,507)

(7,349)

 

(1,158)

 

(16)

%

Other (income) expense:

 

 

  

 

 

  

Interest expense

 

1,978

 

1,144

 

834

 

73

%

Other income, net

 

(653)

 

(3,592)

 

2,939

 

(82)

%

Net Loss

$

(9,832)

$

(4,901)

$

(4,931)

 

(101)

%

Revenues by Geography

 

Three Months Ended June 30, 

 

2024

2023

 

% of

% of

 

    

Amount

    

Revenues

    

Amount

    

Revenues

 

(in thousands, except percentages)

 

U.S.

$

16,130

98

%  

$

17,289

98

%

International

 

320

 

2

%  

 

321

 

2

%

Total revenues

$

16,450

 

100

%  

$

17,610

 

100

%

U.S. Revenues by Product Category

 

Three Months Ended June 30, 

 

2024

2023

 

% of

% of

 

    

Amount

    

Revenues

    

Amount

    

Revenues

 

(in thousands, except percentages)

 

NeuroStar Advanced Therapy System

$

4,000

25

%  

$

4,489

26

%

Treatment sessions

 

11,660

 

72

%  

 

12,314

 

71

%

Other

 

470

 

3

%  

 

486

 

3

%

Total U.S. revenues

$

16,130

 

100

%  

$

17,289

 

100

%

27

Revenues

Total revenue for the three months ended June 30, 2024 was $16.5 million, a decrease of 7% compared to the three months ended June 30, 2023 revenue of $17.6 million. During the quarter, total U.S. revenue decreased by 7% and international revenue was consistent with the prior year quarter. The decrease in U.S. revenue was primarily attributable to a decrease in U.S. Treatment sessions and U.S NeuroStar Advanced Therapy System sales period over period.

U.S. NeuroStar Advanced Therapy System revenue for the three months ended June 30, 2024 was $4.0 million, a decrease of 11% compared to the three months ended June 30, 2023 revenue of $4.5 million. For the three months ended June 30, 2024 and 2023, the Company sold 49 and 54 systems, respectively, that were recognized as NeuroStar Advanced Therapy System capital revenue during each period. Additionally, for the three months ended June 30, 2024, the Company executed 1 operating lease agreement that contributed to operating lease revenue.

U.S. treatment session revenue for the three months ended June 30, 2024 was $11.7 million, a decrease of 5% compared to the three months ended June 30, 2023 revenue of $12.3 million. The decrease in revenue was primarily attributable to a decrease in treatment session volume over the prior year quarter. The decline was primarily a function of our customers facing cash flow difficulties stemming from the Change Health cyberattack.

Cost of Revenues and Gross Margin

Cost of revenues decreased by $0.5 million, or 12%, from $4.8 million for the three months ended June 30, 2023 to $4.3 million for the three months ended June 30, 2024. Gross margin increased from 72.5% for the three months ended June 30, 2023 to 74.0% for the three months ended June 30, 2024. The increase in gross margin was primarily a result of the change in product mix and absence of one-time manufacturing cost charged in 2023 by our new contract manufacturer.

Sales and Marketing Expenses

Sales and marketing expenses increased by $0.7 million, or 6%, from $11.6 million for the three months ended June 30, 2023 to $12.3 million for the three months ended June 30, 2024. The increase was primarily due to the NeuroStar University program spend and bad debt expense.

General and Administrative Expenses

General and administrative expenses remained materially consistent, decreasing from $6.2 million for the three months ended June 30, 2023 to $6.1 million for the three months ended June 30, 2024.

Research and Development Expenses

Research and development expenses decreased by $0.2 million, or 5%, from $2.4 million for the three months ended June 30, 2023 to $2.2 million for the three months ended June 30, 2024. The decrease was primarily due to higher software capitalization related to the latest development of the NeuroStar system.

Interest Expense

Interest expense increased by $0.9 million, or 73%, from $1.1 million for the three months ended June 30, 2023 to $2.0 million for the three months ended June 30, 2024 due to an increase in interest rates and increase in debt balance.

Other Income, Net

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Other income, net decreased by $2.9 million, or 82%, from $3.6 million for the three months ended June 30, 2023 to $0.7 million for the three months ended June 30, 2024, primarily as a result of ERC of $2.9 million recorded for the three months ended June 30, 2023 and decreased interest income earned on the Company’s money market accounts which was partially offset by increase in notes receivable interest.

Comparison of the six months ended June 30, 2024 and 2023

Six Months Ended

 

June 30, 

Increase / (Decrease)

    

2024

    

2023

    

Dollars

    

Percentage

 

(in thousands, except percentages)

 

Revenues

$

33,867

$

33,150

$

717

 

2

%

Cost of revenues

 

8,600

 

8,980

 

(380)

 

(4)

%

Gross Profit

 

25,267

 

24,170

 

1,097

 

5

%

Gross Margin

 

74.6

%  

 

72.9

%  

 

 

  

 

Operating expenses:

 

  

 

  

 

 

  

Sales and marketing

 

23,943

 

23,461

 

482

 

2

%

General and administrative

 

12,105

 

12,812

 

(707)

 

(6)

%

Research and development

 

4,585

 

5,154

 

(569)

 

(11)

%

Total operating expenses

 

40,633

 

41,427

 

(794)

 

(2)

%

Loss from Operations

 

(15,366)

 

(17,257)

 

1,891

 

11

%

Other (income) expense:

 

  

 

  

 

 

  

Interest expense

 

3,804

 

2,396

 

1,408

 

59

%

Other income, net

 

(1,465)

 

(4,232)

 

2,767

 

65

%

Net Loss

$

(17,705)

$

(15,421)

$

(2,284)

 

(15)

%

Revenues by Geography

 

Six Months Ended June 30, 

 

2024

2023

 

% of

% of

 

    

Amount

    

Revenues

    

Amount

    

Revenues

 

(in thousands, except percentages)

 

United States

$

32,923

97

%  

$

32,253

97

%

International

 

944

 

3

%  

 

897

 

3

%

Total revenues

$

33,867

 

100

%  

$

33,150

 

100

%

U.S. Revenues by Product Category

 

Six Months Ended June 30, 

 

2024

2023

 

% of

% of

 

    

Amount

    

Revenues

    

Amount

    

Revenues

 

(in thousands, except percentages)

 

NeuroStar Advanced Therapy System

$

7,310

22

%  

$

8,339

26

%

Treatment sessions

 

24,648

 

75

%  

 

22,957

 

71

%

Other

 

965

 

3

%  

 

957

 

3

%

Total U.S. revenues

$

32,923

 

100

%  

$

32,253

 

100

%

29

Revenues

Total revenue for the six months ended June 30, 2024 was $33.9 million, an increase of 2% compared to the six months ended June 30, 2023 revenue of $33.2 million. During the six months ended June 30, 2024, total U.S. revenue increased by 2% and international revenue increased by 5%. The U.S. revenue growth was primarily driven by an increase in treatment sessions sales. The increase in international revenue was primarily driven by an increase in treatment session sales.

U.S. NeuroStar Advanced Therapy System revenue for the six months ended June 30, 2024 was $7.3 million, a decrease of $1.0 million compared to the six months ended June 30, 2023 revenue of $8.3 million. For the six months ended June 30, 2024 and 2023, the Company sold 89 and 103 systems, respectively, that were recognized as NeuroStar Advanced Therapy System capital revenue during each period. Additionally, for the six months ended June 30, 2024 the Company executed 1 operating lease agreement which contributed to operating lease revenue.

U.S. treatment session revenue for the six months ended June 30, 2024 was $24.6 million, an increase of 7% compared to the six months ended June 30, 2023 revenue of $23.0 million. The revenue growth was primarily driven by an increase in treatment session volume and utilization over the comparative period.

Cost of Revenues and Gross Margin

Cost of revenues decreased by $0.4 million, or 4%, from $9.0 million for the six months ended June 30, 2023 to $8.6 million for the six months ended June 30, 2024. Gross margin increased from 72.9% for the six months ended June 30, 2023 to 74.6% for the six months ended June 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 and absence of one-time manufacturing cost charged in 2023 by our new contract manufacturer.

Sales and Marketing Expenses

Sales and marketing expenses increased by $0.4 million, or 2%, from $23.5 million for the six months ended June 30, 2023 to $23.9 million for the six months ended June 30, 2024. The increase was primarily driven by growth in co-op marketing and bad debt expense.

General and Administrative Expenses

General and administrative expenses decreased by $0.7 million, or 6% from $12.8 million for the six months ended June 30, 2023 to $12.1 million for the six months ended June 30, 2024. The decrease was primarily due to a decrease in personnel expenses and legal costs in the current period versus the prior period.

Research and Development Expenses

Research and development expenses decreased by $0.6 million, or 11% from $5.2 million for the six months ended June 30, 2023 to $4.6 million for the six months ended June 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.

Interest Expense

Interest expense increased by $1.4 million from $2.4 million for the six months ended June 30, 2023 to $3.8 million for the six months ended June 30, 2024 due to an increase in interest rates and debt balance.

Other Income, Net

Other income, net decreased by $2.7 million from $4.2 million for the six months ended June 30, 2023 to $1.5 million for the six months ended June 30, 2024, primarily as a result of ERC of $2.9 million recorded for the

30

six months ended June 30, 2023 and decreased interest income earned on the Company’s money market accounts which was partially offset by increase in notes receivable interest.

Liquidity and Capital Resources

Overview

As of June 30, 2024, we had cash and cash equivalents of $42.6 million and an accumulated deficit of $393.8 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 $17.0 million and $24.0 million for the six months ended June 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 June 30, 2024, the Company had $60.0 million of borrowings outstanding under its credit facility, which had a final maturity in March 2028. Management believes that the Company’s cash and cash equivalents as of June 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.

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 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. As of June 30, 2024, the Company was not in compliance with its minimum net product revenue covenant under the SLR Facility, see “Note 14. Debt” for further discussion. The amount of borrowing affected by this noncompliance was $60 million.

Subsequently, on July 25, 2024, the Company entered into a Credit Agreement and Guaranty with Perceptive Credit Holdings IV, LP, (“Perceptive”) as collateral agent and other lenders defined in the agreement (the “Perceptive Facility”) that replaced the Company’s previous $60.0 million credit facility with SLR Investment Corp (“SLR”, and such facility, the “SLR Facility”).

The Perceptive Facility permits the Company to borrow up to an aggregate amount of $90.0 million in three tranches of term loans, a “Tranche 1 Loan”, a “Tranche 2 Loan” and a “Tranche 3 Loan.” On July 25, 2024, the Company borrowed an aggregate amount of $50.0 million, which was the aggregate amount available under the Tranche 1 Loan portion of the Perceptive Facility. Under the Tranche 2 Loan portion of the Perceptive Facility, the Company is permitted to borrow, at its election, up to an aggregate amount of $15.0 million, (i) upon the Company achieving a specified amount of trailing twelve months net revenue, and (ii) assuming there has been no event of default under the Perceptive Facility prior to such election. The Tranche 2 Loan portion of the Perceptive Facility must be borrowed on or before December 31, 2025. Under the Tranche 3 Loan portion of the Perceptive Facility, the Company may request to borrow, at the consent of the Majority Lenders (as defined in the Perceptive Facility), up to an aggregate amount of $25.0 million. The

31

Tranche 3 Loan portion of the Perceptive Facility must be borrowed on or before June 30, 2026. All amounts borrowed under the Perceptive Facility are due on July 25, 2029.

Each of the Tranche 1 Loan, Tranche 2 Loan and Tranche 3 Loan accrues interest from the date of borrowing through the date of repayment at a floating per annum rate of interest equal to the sum of 7.00% plus the greater of (a) 4.50% and (b) One-Month Term SOFR (as defined in the Perceptive Facility). There will be no scheduled repayments of the principal on the Tranche 1 Loan, Tranche 2 Loan and Tranche 3 Loan prior to the maturity date.

If the Company prepays either the Tranche 1 Loan, Tranche 2 Loan or Tranche 3 Loan prior to their scheduled maturity date, the Company will also be required to pay prepayment fees to Perceptive equal to 6% of the principal amount of such term loan then-prepaid if prepaid on or before the first anniversary of the closing date, 5% of the principal amount of such term loan then-prepaid if prepaid after the first anniversary and on or before the second anniversary of the closing date, 4% of the principal amount of such term loan then-prepaid if prepaid after the second anniversary and on or before the third anniversary of the closing date, and 3% of the principal amount of such term loan then-prepaid if prepaid after the third anniversary and on or before the fourth anniversary of the closing date.

The Company’s obligations under the credit facility are secured by a first priority security interest in substantially all of its assets, including its intellectual property. The Perceptive Facility requires the Company to comply with a quarterly minimum trailing revenue covenant and a $5 million liquidity covenant as well as customary affirmative and negative covenants.

The Perceptive Facility contains events of default, including, without limitation, events of default upon: (i) failure to make payment pursuant to the terms of the agreement; (ii) violation of covenants; (iii) material adverse changes to the Company’s business; (iv) insolvency; (v) material cross-defaults; (vi) significant judgments, orders or decrees for payments by the Company; (vii) incorrectness of representations and warranties; (viii) significant adverse ERISA events; (ix) failure by the Company to be registered with the United States Securities and Exchange Commission in good standing; and (x) failure by the Company to maintain a valid and perfected lien on the collateral securing the borrowing.

As consideration for the Perceptive Facility, the Company agreed to issue to Perceptive warrants to purchase up to 1,462,500 shares of the Company’s common stock, with a warrant exercisable into 1,125,000 shares of the Company’s common stock issued on the closing date (the “Initial Warrant”). The per share exercise price for the Initial Warrant is equal to the lower of (x) the 10-day volume weighted average price of the Company’s common stock on the business day immediately prior to the closing date and (y) the 10-day volume weighted average price of the common stock ended on August 31, 2024. In addition to the Initial Warrant, an additional warrant will be issued for 337,500 shares of common stock concurrently with the borrowing of the Tranche 2 Loan. The per share exercise price for the additional warrant will be equal to the exercise price of the Initial Warrant. Each warrant will be exercisable, in whole or in part, until the tenth anniversary of the applicable date of issuance.

The foregoing summary description of the Perceptive Facility for the Perceptive Facility and the Perceptive Facility does not purport to be complete and is qualified in its entirety by reference to the credit agreement for the Perceptive Facility, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference.

Our current and future funding requirements will depend on many factors, including:

our ability to achieve revenue growth and improve operating margins;
compliance with the terms and conditions, including covenants, set forth in our credit facility;
the cost of expanding our operations and offerings, including our sales and marketing efforts;

32

our ability to improve or maintain coverage and reimbursement arrangements with domestic and international third-party and government payors;
our rate of progress in establishing coverage and reimbursement arrangements from international commercial third-party and government payors;
our rate of progress in, and cost of the sales and marketing activities associated with, establishing adoption of our products and maintaining or improving our sales to our current customers;
the cost of research and development activities, including research and development relating to additional indications of neurohealth disorders;
the effect of competing technological and market developments
costs related to international expansion; and
the potential cost of and delays in product development as a result of any regulatory oversight applicable to our products.

As of June 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.

Cash Flows

The following table sets forth a summary of our cash flows for the six months ended June 30, 2024 and 2023:

Six Months Ended June 30, 

    

2024

    

2023

(in thousands)

Net Cash Used in Operating Activities

$

(16,984)

$

(24,047)

Net Cash Used in Investing Activities

 

(51)

 

(825)

Net Cash Provided by Financing Activities

 

 

437

Net (Decrease) in Cash and Cash Equivalents

$

(17,035)

$

(24,435)

Net Cash used in Operating Activities

Net cash used in operating activities for the six months ended June 30, 2024 was $17.0 million, consisting primarily of a net loss of $17.7 million and an increase in net operating assets of $5.1 million, offset by non-cash charges of $5.8 million. The increase in net operating assets was primarily due to decreases in our accrued expenses mainly from the 2024 bonus payment accrued as of December 31, 2023, increases in our accounts receivable offset by lower inventory levels from the prior year. Non-cash charges primarily consisted of depreciation and amortization, non-cash interest expense, allowance for credit losses and share-based compensation.

Net cash used in operating activities for the six months ended June 30, 2023 was $24.0 million, consisting primarily of a net loss of $15.4 million and an increase in net operating assets of $13.5 million, partially offset by non-cash charges of $4.9 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 of depreciation and amortization, non-cash interest expense and share-based compensation.

Net Cash used in Investing Activities

Net cash used in investing activities for the six months ended June 30, 2024 was $0.1 million, which was attributable to purchases of property and equipment and capitalized software costs, partially offset by the repayment of notes receivable.

33

Net cash used in investing activities for the six months ended June 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.

Net Cash provided by Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2024 was $0. Net cash provided by financing activities for the six months ended June 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.

Indebtedness

For information regarding the SLR Facility and Perceptive Facility, refer to “Note 14. Debt” and “Note 21. Subsequent Events” in Notes to Interim Financial Statements located in Part I – FINANCIAL INFORMATION, Item 1. Financial Statements.

Recent Accounting Pronouncements

We refer you to “Note 3. Summary of Significant Accounting Policies” and “Note 4. Recent Accounting Pronouncements” in Notes to Interim Financial Statements in Notes to Interim Financial Statements located in Part I – FINANCIAL INFORMATION, Item 1. Financial Statements.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

We refer you to the information described in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” 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 our market risk described therein.

We continue to monitor inflationary factors, such as increases in our cost of revenues and operating expenses that may adversely affect our operating results. Although we do not believe inflation has had a material impact on our financial condition, results of operations or cash flows to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain and increase our gross margin or decrease our operating expenses as a percentage of our revenues if the selling prices of our products do not increase as much or more than our costs increase.

34

Item 4.     Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures,” as defined in Rules 13a 15(e) and 15d 15(e) of the Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management, with the participation of our Principal Executive Officer and Principal Financial and Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q Based on that evaluation, our Principal Executive Officer and our Principal Financial and Accounting Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2024.

Changes in Internal Control over Financial Reporting

During the quarter ended June 30, 2024, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

35

PART II—OTHER INFORMATION

Item 1.     Legal Proceedings.

We are subject from time to time to various claims and legal actions arising during the ordinary course of our business. We believe that there are currently no claims or legal actions that would reasonably be expected to have a material adverse effect on our results of operations, financial condition, or cash flows.

Item 1A.     Risk Factors.

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.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3.     Defaults Upon Senior Securities.

Not applicable.

Item 4.     Mine Safety Disclosures.

Not applicable.

Item 5.     Other Information.

Not applicable.

36

Item 6.     Exhibits.

The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q. Where so indicated, exhibits that were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated.

Exhibit
Number

    

Description

10.1◊

Sixth Amendment to Loan and Security Agreement, dated March 7, 2024, by and among SLR Investment Corp. (formerly known as Solar Capital Ltd.), as collateral agent, the lenders listed on the signature pages thereto, and Neuronetics, Inc. (incorporated by reference to Exhibit 10.9*◊ to the Registrant’s Current Report on Form 10-K filed on March 8, 2024).

10.2◊

Secured Promissory Note and Guaranty Agreement, dated March 31, 2023, by and among TMS Neurohealth Centers Inc., as maker, Greenbrook TMS Inc. and its subsidiaries, excluding TMS Neurohealth Centers Inc., as guarantors, and Neuronetics, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 4, 2023).

10.3◊

Credit Agreement and Guaranty dated, July 25, 2024, by and among Neuronetics, Inc., the Subsidiary Guarantors from time to time parties thereto, Perceptive Credit Holdings IV, LP, and each other lender that may from time to time become a party thereto (incorporated by reference to the Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 30, 2024).

31.1*

Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (Formatted as Inline XBRL and contained Exhibit 101).

*

Filed herewith.

Certain portions of this exhibit have been omitted to preserve the confidentiality of such information. The Company will furnish copies of any such information to the SEC or its staff upon request.

**

This certification is being furnished solely to accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C Section 1350 and is not being filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing of the registrant under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

37

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    

NEURONETICS, INC.

(Registrant)

Date: August 12, 2024

By:

/s/ Keith J. Sullivan

Name:

Keith J. Sullivan

Title:

President and Chief Executive Officer

(Principal Executive Officer)

Date: August 12, 2024

By:

/s/ Stephen Furlong

Name:

Stephen Furlong

Title:

EVP, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

38

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Keith J. Sullivan, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Neuronetics, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report, any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2024

By:

/s/ Keith J. Sullivan

Name:

Keith J. Sullivan

Title:

President and Chief Executive Officer

(Principal Executive Officer)


Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Stephen Furlong, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Neuronetics, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report, any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

s

Date: August 12, 2024

By:

/s/ Stephen Furlong

Name:

Stephen Furlong

Title:

EVP, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)


Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Neuronetics, Inc. (the “Company”) for the fiscal quarter ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: August 12, 2023

By:

/s/ Keith J. Sullivan

Name:

Keith J. Sullivan

Title:

President and Chief Executive Officer

(Principal Executive Officer)


Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Neuronetics, Inc. (the “Company”) for the fiscal quarter ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: August 12, 2024

By:

/s/ Stephen Furlong

Name:

Stephen Furlong

Title:

EVP, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)


v3.24.2.u1
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2024
Aug. 06, 2024
Document and Entity Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 001-38546  
Entity Registrant Name NEURONETICS, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 33-1051425  
Entity Address, Postal Zip Code 19355  
Entity Address, Address Line One 3222 Phoenixville Pike  
Entity Address, City or Town Malvern  
Entity Address, State or Province PA  
City Area Code 610  
Local Phone Number 640-4202  
Title of 12(b) Security Common Stock ($0.01 par value)  
Trading Symbol STIM  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   30,295,465
Entity Central Index Key 0001227636  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.24.2.u1
Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 42,642 $ 59,677
Accounts receivable, net 17,143 15,782
Inventory 6,142 8,093
Current portion of net investments in sales-type leases 685 905
Current portion of prepaid commission expense 2,739 2,514
Current portion of notes receivable 2,363 2,056
Prepaid expenses and other current assets 3,792 4,766
Total current assets 75,506 93,793
Property and equipment, net 1,728 2,009
Operating lease right-of-use assets 2,480 2,773
Net investments in sales-type leases 268 661
Prepaid commission expense 8,626 8,370
Long-term notes receivable 3,152 3,795
Other assets 5,053 4,430
Total assets 96,813 115,831
Current liabilities:    
Accounts payable 4,102 4,752
Accrued expenses 9,236 12,595
Deferred revenue 1,452 1,620
Current portion of operating lease liabilities 856 845
Current portion of long-term debt, net 13,612  
Total current liabilities 29,258 19,812
Long-term debt, net 46,146 59,283
Deferred revenue 15 200
Operating lease liabilities 2,008 2,346
Total liabilities 77,427 81,641
Commitments and contingencies (Note 18)
Stockholders' equity:    
Preferred stock, $0.01 par value: 10,000 shares authorized; no shares issued or outstanding on June 30, 2024 and December 31, 2023
Common stock, $0.01 par value: 200,000 shares authorized; 30,136 and 29,092 shares issued and outstanding on June 30, 2024 and December 31, 2023, respectively 301 291
Additional paid-in capital 412,871 409,980
Accumulated deficit (393,786) (376,081)
Total Stockholders' equity 19,386 34,190
Total liabilities and Stockholders' equity $ 96,813 $ 115,831
v3.24.2.u1
Balance Sheets (Parenthetical) - $ / shares
shares in Thousands
Jun. 30, 2024
Dec. 31, 2023
Balance Sheets    
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 10,000 10,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 200,000 200,000
Common stock, shares issued (in shares) 30,136 29,092
Common stock, shares outstanding (in shares) 30,136 29,092
v3.24.2.u1
Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statements of Operations        
Revenues $ 16,450 $ 17,610 $ 33,867 $ 33,150
Cost of revenues 4,271 4,836 8,600 8,980
Gross profit 12,179 12,774 25,267 24,170
Operating expenses:        
Sales and marketing 12,303 11,559 23,943 23,461
General and administrative 6,148 6,200 12,105 12,812
Research and development 2,235 2,364 4,585 5,154
Total operating expenses 20,686 20,123 40,633 41,427
Loss from operations (8,507) (7,349) (15,366) (17,257)
Other (income) expense:        
Interest expense 1,978 1,144 3,804 2,396
Other income, net (653) (3,592) (1,465) (4,232)
Net loss $ (9,832) $ (4,901) $ (17,705) $ (15,421)
Net loss per share of common stock outstanding, basic $ (0.33) $ (0.17) $ (0.59) $ (0.54)
Net loss per share of common stock outstanding, diluted $ (0.33) $ (0.17) $ (0.59) $ (0.54)
Weighted average common shares outstanding, basic 30,052 28,590 29,762 28,316
Weighted average common shares outstanding, diluted 30,052 28,590 29,762 28,316
v3.24.2.u1
Statements of Changes in Stockholders' Equity - USD ($)
shares in Thousands, $ in Thousands
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total
Beginning balance at Dec. 31, 2022 $ 273 $ 402,679 $ (345,892) $ 57,060
Beginning balance, shares at Dec. 31, 2022 27,268      
Share-based awards and options exercises $ 12 (12)    
Share-based awards and options exercises (in shares) 1,197      
Share-based compensation expense   1,805   1,805
Net Loss     (10,520) (10,520)
Ending balance at Mar. 31, 2023 $ 285 404,472 (356,412) 48,345
Ending balance, shares at Mar. 31, 2023 28,465      
Beginning balance at Dec. 31, 2022 $ 273 402,679 (345,892) 57,060
Beginning balance, shares at Dec. 31, 2022 27,268      
Net Loss       (15,421)
Ending balance at Jun. 30, 2023 $ 288 406,502 (361,313) 45,477
Ending balance, shares at Jun. 30, 2023 28,813      
Beginning balance at Mar. 31, 2023 $ 285 404,472 (356,412) 48,345
Beginning balance, shares at Mar. 31, 2023 28,465      
Share-based awards and options exercises $ 3 (3)    
Share-based awards and options exercises (in shares) 348      
Share-based compensation expense   2,033   2,033
Net Loss     (4,901) (4,901)
Ending balance at Jun. 30, 2023 $ 288 406,502 (361,313) 45,477
Ending balance, shares at Jun. 30, 2023 28,813      
Beginning balance at Dec. 31, 2023 $ 291 409,980 (376,081) 34,190
Beginning balance, shares at Dec. 31, 2023 29,092      
Share-based awards and options exercises $ 9 (9)    
Share-based awards and options exercises (in shares) 883      
Share-based compensation expense   1,338   1,338
Net Loss     (7,873) (7,873)
Ending balance at Mar. 31, 2024 $ 300 411,309 (383,954) 27,655
Ending balance, shares at Mar. 31, 2024 29,975      
Beginning balance at Dec. 31, 2023 $ 291 409,980 (376,081) 34,190
Beginning balance, shares at Dec. 31, 2023 29,092      
Net Loss       (17,705)
Ending balance at Jun. 30, 2024 $ 301 412,871 (393,786) 19,386
Ending balance, shares at Jun. 30, 2024 30,136      
Beginning balance at Mar. 31, 2024 $ 300 411,309 (383,954) 27,655
Beginning balance, shares at Mar. 31, 2024 29,975      
Share-based awards and options exercises $ 1 (1)    
Share-based awards and options exercises (in shares) 161      
Share-based compensation expense   1,563   1,563
Net Loss     (9,832) (9,832)
Ending balance at Jun. 30, 2024 $ 301 $ 412,871 $ (393,786) $ 19,386
Ending balance, shares at Jun. 30, 2024 30,136      
v3.24.2.u1
Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Cash flows from Operating activities:      
Net loss $ (17,705) $ (15,421)  
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and amortization 1,115 1,004  
Allowance for credit losses 1,238 (266)  
Inventory impairment 94    
Share-based compensation 2,901 3,838  
Non-cash interest expense 474 322  
Changes in certain assets and liabilities:      
Accounts receivable, net (3,204) (5,456)  
Inventory 1,844 (7)  
Net investments in sales-type leases 614 828  
Prepaid commission expense (482) (620)  
Prepaid expenses and other assets 683 (2,762)  
Accounts payable (844) 1,577  
Accrued expenses (3,359) (6,462)  
Deferred revenue (353) (622)  
Net Cash used in Operating activities (16,984) (24,047) $ (32,000)
Cash flows from Investing activities:      
Purchases of property and equipment and capitalized software (991) (938)  
Repayment of notes receivable 940 113  
Net Cash used in Investing activities (51) (825)  
Cash flows from Financing activities:      
Payments of debt issuance costs   (863)  
Proceeds from issuance of long-term debt   2,500  
Repayment of long-term debt   (1,200)  
Net Cash provided by Financing activities   437  
Net decrease in Cash and Cash equivalents (17,035) (24,435)  
Cash and Cash equivalents, Beginning of Period 59,677 70,340 70,340
Cash and Cash equivalents, End of Period 42,642 45,905 $ 59,677
Supplemental disclosure of cash flow information:      
Cash paid for interest 3,330 2,075  
Transfer of inventory to property and equipment 36 36  
Supplemental disclosure of non-cash investing and financing activities:      
Purchases of property and equipment and capitalized software in accounts payable and accrued expenses 193 134  
Reduction of accounts receivable in current and long-term notes receivable $ 606 $ 6,330  
v3.24.2.u1
DESCRIPTION OF BUSINESS
6 Months Ended
Jun. 30, 2024
DESCRIPTION OF BUSINESS  
DESCRIPTION OF BUSINESS

1.     DESCRIPTION OF BUSINESS

Neuronetics, Inc. (the “Company”) is 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. The Company’s first commercial product, the NeuroStar Advanced Therapy System, is a non-invasive and non-systemic office-based treatment that uses transcranial magnetic stimulation (“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 was cleared in 2008 by the United States (“U.S.”) Food and Drug Administration (the “FDA”) to treat adult patients with major depressive disorder (“MDD”) who 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 obsessive-compulsive disorder (“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 also available in other parts of the world, including Japan, where it is listed under Japan’s national health insurance. The Company intends to continue to pursue development of its NeuroStar Advanced Therapy System for additional indications.

Liquidity

As of June 30, 2024, the Company had cash and cash equivalents of $42.6 million and an accumulated deficit of $393.8 million. The Company incurred negative cash flows from operating activities of $17.0 million for the six months ended June 30, 2024 and $32.0 million for the year ended December 31, 2023. The Company has incurred operating losses since its inception, and management anticipates that its operating losses will continue in the near term as the Company continues to invest in sales, marketing and product development activities. The Company’s primary sources of capital to date have been proceeds from its initial public offering (“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 June 30, 2024, the Company had $60.0 million of borrowings outstanding under its credit facility, which had a final maturity in March 2028. Management believes that the Company’s cash and cash equivalents as of June 30, 2024, and anticipated revenues from sales of its products are sufficient to fund the Company’s operations for at least the next 12 months from the issuance of these financial statements.

As of June 30, 2024, the Company was not in compliance with its minimum net product revenue covenant under the SLR Facility, see “Note 14. Debt” for further discussion. The amount of borrowing affected by this noncompliance was $60 million. Subsequently, on July 25, 2024 the Company entered into a Credit Agreement and Guaranty with Perceptive Credit Holdings IV, LP, (“Perceptive”) as collateral agent and other lenders defined in the agreement, see “Note 21. Subsequent Events” for further discussion on the Perceptive Credit Agreement.

v3.24.2.u1
BASIS OF PRESENTATION
6 Months Ended
Jun. 30, 2024
BASIS OF PRESENTATION  
BASIS OF PRESENTATION

2.     BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification and Accounting Standards Updates (“ASUs”) promulgated by the Financial Accounting Standards Board (the “FASB”).

Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared from the books and records of the Company in accordance with U.S. GAAP for interim financial information and Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), which permit reduced disclosures for interim periods. All adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the accompanying balance sheets and statements of operations and stockholders’

equity and cash flows have been made. Although these interim financial statements do not include all of the information and footnotes required for complete annual financial statements, management believes the disclosures are adequate to make the information presented not misleading. Unaudited interim results of operations and cash flows for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the full year. Unaudited interim financial statements and footnotes should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2024, wherein a more complete discussion of significant accounting policies and certain other information can be found.

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP and the rules and regulations of the SEC, requires the use of estimates and assumptions, based on judgments considered reasonable, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Although management believes its estimates and assumptions are reasonable when made, they are based upon information available at the time they are made. Management evaluates the estimates and assumptions on an ongoing basis and, if necessary, makes adjustments. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions, and given the subjective element of the estimates and assumptions made, actual results may differ materially from estimated results.

v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s complete summary of significant accounting policies can be found in “Note 3. Summary of Significant Accounting Policies” in the audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2024.

v3.24.2.u1
RECENT ACCOUNTING PRONOUNCEMENTS
6 Months Ended
Jun. 30, 2024
RECENT ACCOUNTING PRONOUNCEMENTS  
RECENT ACCOUNTING PRONOUNCEMENTS

4.     RECENT ACCOUNTING PRONOUNCEMENTS

New Accounting Standards Adopted by the Company

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public companies to disclose for each reportable segment the significant expense categories and amounts for such expenses. ASU 2023-07 is effective for annual periods beginning December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. This ASU will be effective for our annual period ended December 31, 2024. The Company is currently evaluating the impacts of ASU 2023-07 on its disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public business entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. This ASU will be effective for our annual period ended December 31, 2025. The Company is currently evaluating the impacts of ASU 2023-09 on its disclosures.

Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our unaudited interim financial statements.

v3.24.2.u1
FAIR VALUE MEASUREMENT AND FINANCIAL INSTRUMENTS
6 Months Ended
Jun. 30, 2024
FAIR VALUE MEASUREMENT AND FINANCIAL INSTRUMENTS  
FAIR VALUE MEASUREMENT AND FINANCIAL INSTRUMENTS

5.     FAIR VALUE MEASUREMENT AND FINANCIAL INSTRUMENTS

The carrying values of cash equivalents, accounts receivable, prepaids and other current assets, and accounts payable on the Company’s balance sheets approximated their fair values as of June 30, 2024 and December 31, 2023 due to their short-term nature. The carrying values of the Company’s credit facility approximated its fair value as of June 30, 2024 and December 31, 2023 due to its variable interest rate. The carrying value of the Company’s notes receivable approximated its fair value as of June 30, 2024 and December 31, 2023 due to its variable interest rate.

Certain of the Company’s financial instruments are measured at fair value using a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1:

Inputs are quoted prices for identical instruments in active markets.

Level 2:

Inputs are quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; or model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3:

Inputs are unobservable and reflect the Company’s own assumptions, based on the best information available, including the Company’s own data.

The following tables set forth the carrying amounts and fair values of the Company’s financial instruments as of June 30, 2024 and December 31, 2023 (in thousands):

    

June 30, 2024

Fair Value Measurement Based on

Quoted

Significant

Prices In

other

Significant

Active

Observable

Unobservable

Carrying

Markets

Inputs

Inputs

    

Amount

    

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

Assets

Money market funds (cash equivalents)

$

28,209

$

28,209

$

28,209

$

$

    

December 31, 2023

Fair Value Measurement Based on

Quoted

Significant

Prices In

other

Significant

Active

Observable

Unobservable

Carrying

Markets

Inputs

Inputs

Amount

Fair Value

(Level 1)

(Level 2)

(Level 3)

Assets

    

  

    

  

    

  

    

  

    

  

Money market funds (cash equivalents)

$

27,507

$

27,507

$

27,507

$

$

v3.24.2.u1
ACCOUNTS RECEIVABLE
6 Months Ended
Jun. 30, 2024
ACCOUNTS RECEIVABLE  
ACCOUNTS RECEIVABLE

6.     ACCOUNTS RECEIVABLE

The following table presents the composition of accounts receivable, net as of June 30, 2024 and December 31, 2023 (in thousands):

June 30, 

December 31, 

    

2024

    

2023

Gross accounts receivable - trade

$

18,754

$

16,577

Less: Allowances for credit losses

 

(1,611)

 

(795)

Accounts receivable, net

$

17,143

$

15,782

v3.24.2.u1
INVENTORY
6 Months Ended
Jun. 30, 2024
INVENTORY  
INVENTORY

7.     INVENTORY

Inventory is stated at the lower of cost and net realizable value, with cost being determined on a first in, first out basis. The Company’s inventory is primarily comprised of finished goods and work-in-process.

v3.24.2.u1
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE
6 Months Ended
Jun. 30, 2024
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE  
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE

8.     PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE

The following table presents the composition of property and equipment, net as of June 30, 2024 and December 31, 2023 (in thousands):

June 30, 

December 31, 

    

2024

    

2023

Laboratory equipment

$

669

$

702

Office equipment

 

495

 

495

Auto

23

23

Computer equipment and software

 

1,119

 

1,082

Manufacturing equipment

 

557

 

551

Leasehold improvements

 

1,463

 

1,436

Rental equipment

 

578

 

542

Property and equipment, gross

 

4,904

 

4,831

Less: Accumulated depreciation

 

(3,176)

 

(2,822)

Property and equipment, net

$

1,728

$

2,009

As of June 30, 2024 and December 31, 2023, the Company had capitalized software costs, net of $4.6 million and $4.2 million, respectively, which are included in “Prepaid expenses and other current assets” and “Other assets” on the balance sheet.

Depreciation and amortization expense was $0.6 million and $0.5 million for the three months ended June 30, 2024 and 2023, respectively, and $1.1 million and $1.0 million for the six months ended June 30, 2024 and 2023, respectively.

v3.24.2.u1
NOTES RECEIVABLE
6 Months Ended
Jun. 30, 2024
NOTES RECEIVABLE  
NOTES RECEIVABLE

9.     NOTES RECEIVABLE

Greenbrook TMS Inc.

On March 31, 2023, the Company entered into a Secured Promissory Note and Guaranty Agreement (the “Promissory Note”) with TMS Neurohealth Centers Inc. (the “Maker”) and Greenbrook TMS Inc. and its subsidiaries, excluding the Maker (the “Guarantors”), in the principal amount of $6.0 million for a period of four years.

Notes receivable outstanding from Greenbrook TMS Inc. was $4.4 million and $5.2 million as of June 30, 2024 and December 31, 2023, respectively.

The Promissory Note bears interest at a rate equal to the sum of (a) the floating interest rate of daily secured overnight financing rate as administered by the Federal Reserve Bank of New York on its website (“SOFR”) plus (b) 7.65%.

Pursuant to the terms of the Promissory Note, in the event of an event of default thereunder, the Maker will be required to issue common share purchase warrants to the Company equal to (i) 200% of the unpaid amount of any delinquent amount or payment due and payable under the Promissory Note, together with all outstanding and unpaid accrued interest, fees, charges and costs, divided by (ii) the exercise price of the warrants, which will represent (i) if the Maker’s common shares are traded on the Nasdaq Stock Market (“Nasdaq”), a 20% discount to the 30-day volume-weighted average closing price of Greenbrook TMS Inc.’s common shares traded on the Nasdaq prior to the date of issuance (subject to any limitations that may be required by Nasdaq), (ii) if the Maker’s common shares are not then traded on Nasdaq, but are traded on the Toronto Stock Exchange (“TSX”) or another nationally recognized U.S. or Canadian securities exchange, inter-dealer quotation system or over-the-counter market (an “Other Market”), a 20% discount to the 30-day volume-weighted average closing of Greenbrook TMS Inc’s common shares traded on the TSX or Other Market, as elected by the Company, or (iii) if the Maker’s common shares are not traded on any of the above trading markets, a 20% discount to the fair market value of a common share as determined pursuant to the Promissory Note.

Under the Promissory Note and related loan documents, the Maker and the Guarantors have granted to the Company a security interest in substantially all of the Maker’s and the Guarantors’ assets and the Guarantors have guaranteed the Maker’s obligations under the Promissory Note. The Company’s security interest pursuant to the Promissory Note and related loan documents ranks pari passu with the Maker’s senior lender, Madryn Fund Administration, LLC, and is subject to an intercreditor agreement.

Interest income recognized by the Company related to notes receivable was $0.2 million for the three months ended June 30, 2024 and 2023. Interest income recognized by the Company related to notes receivable was $0.3 million and $0.2 million for the six months ended June 30, 2024 and 2023, respectively, and is included within “Other income, net” on the statements of operations.

v3.24.2.u1
LEASES
6 Months Ended
Jun. 30, 2024
LEASES  
LEASES

10.     LEASES

Lessee:

The Company has operating leases for its corporate headquarters, a training facility and office equipment, including copiers. The Company leases an approximately 32,000 square foot facility in Malvern, Pennsylvania for its corporate headquarters, which includes office and warehouse space. The Company leases an approximately 9,600 square foot facility in Charlotte, North Carolina as a training facility for its NeuroStar Advanced Therapy Systems. The Company does not currently have any finance leases or executed leases that have not yet commenced.

Operating lease rent expense was $0.2 million for the three months ended June 30, 2024 and 2023, and $0.4 million for the six months ended June 30, 2024 and 2023. As of June 30, 2024, the weighted-average remaining lease term of operating leases was 3.6 years and the weighted-average discount rate was 7.2%.

The following table presents the supplemental cash flow information as a lessee related to leases (in thousands):

    

Six Months Ended

June 30, 2024

    

June 30, 2023

Cash paid for amounts included in the measurement of lease liabilities:

 

  

 

  

Operating cash flows from operating leases

$

531

$

521

The following table sets forth by year the required future payments of operating lease liabilities (in thousands):

June 30, 2024

Remainder of 2024

$

440

2025

898

2026

 

921

2027

 

882

2028

 

116

Total lease payments

 

3,257

Less imputed interest

 

(393)

Present value of operating lease liabilities

$

2,864

Lessor sales-type leases:

Certain customers have purchased NeuroStar Advanced Therapy Systems on a rent-to-own basis. The lease term is three or four years with a customer option to purchase the NeuroStar Advanced Therapy System at the end of the lease or automatic transfer of ownership of the NeuroStar Advanced Therapy System at the end of the lease.

The following table sets forth the profit recognized on sales-type leases (in thousands):

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2024

    

2023

    

2024

    

2023

Profit recognized at commencement, net

$

23

$

47

$

23

$

47

Interest income

 

 

 

 

Total sales-type lease income

$

23

$

47

$

23

$

47

The following table sets forth a maturity analysis of the undiscounted lease receivables related to sales-type leases (in thousands):

    

June 30, 2024

Remainder of 2024

$

433

2025

407

2026

 

86

2027

 

27

Total sales-type lease receivables

$

953

As of June 30, 2024, the carrying amount of the lease receivables is $1.0 million. The Company does not have any unguaranteed residual assets.

Lessor operating leases:

NeuroStar Advanced Therapy Systems sold for which collection is not probable are accounted for as operating leases. For the three months ended June 30, 2024 and 2023, the Company recognized operating

lease income of $0.03 million and $0.04 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recognized operating lease income of $0.1 million.

The Company maintained rental equipment, net of $0.3 million as of June 30, 2024 and December 31, 2023, which are included in “Property and equipment, net” on the balance sheet. Rental equipment depreciation expense was $0.02 million for the three months ended June 30, 2024 and 2023, and $0.05 million and $0.04 million for the six months ended June 30, 2024 and 2023, respectively.

v3.24.2.u1
PREPAID COMMISSION EXPENSE
6 Months Ended
Jun. 30, 2024
PREPAID COMMISSION EXPENSE  
PREPAID COMMISSION EXPENSE

11.     PREPAID COMMISSION EXPENSE

The Company pays a commission on both NeuroStar Advanced Therapy System sales and treatment session sales. Since the commission paid for system sales is not commensurate with the commission paid for treatment sessions, the Company capitalizes commission expense associated with NeuroStar Advanced Therapy System sales commissions paid that is incremental to specifically anticipated future treatment session orders. In developing this estimate, the Company considered its historical treatment session sales and customer retention rates, as well as technology development life cycles and other industry factors. These costs are periodically reviewed for impairment.

NeuroStar Advanced Therapy System commissions are deferred and amortized on a straight-line basis over a seven year period equal to the average customer term, which the Company deems to be the expected period of benefit for these costs.

On the Company’s balance sheets, the current portion of capitalized contract costs is represented by the “Current portion of prepaid commission expense”, while the long-term portion is included in “Prepaid commission expense”. Amortization expense was $0.7 million and $0.6 million for the three months ended June 30, 2024 and 2023, respectively, and $1.4 million and $1.1 million for the six months ended June 30, 2024 and 2023, respectively.

v3.24.2.u1
ACCRUED EXPENSES
6 Months Ended
Jun. 30, 2024
ACCRUED EXPENSES  
ACCRUED EXPENSES

12.     ACCRUED EXPENSES

The following table presents the composition of accrued expenses as of June 30, 2024 and December 31, 2023 (in thousands):

    

June 30, 

    

December 31, 

2024

2023

Compensation and related benefits

$

5,418

$

8,003

Consulting and professional fees

 

693

 

488

Research and development expenses

 

172

 

260

Sales and marketing expenses

834

1,760

Warranty

 

255

 

213

Sales and other taxes payable

 

744

 

818

Other

 

1,120

 

1,053

Accrued expenses

$

9,236

$

12,595

v3.24.2.u1
REVENUE AND DEFERRED REVENUE
6 Months Ended
Jun. 30, 2024
REVENUE AND DEFERRED REVENUE  
REVENUE AND DEFERRED REVENUE

13.     REVENUE AND DEFERRED REVENUE

Payment terms typically require payment upon shipment or installation of the NeuroStar Advanced Therapy System and additional payments as access codes for treatment sessions are delivered, which can span several years after the NeuroStar Advanced Therapy System is first delivered and installed. The timing of revenue recognition compared to billings and cash collections typically results in accounts receivable. However, sometimes customer advances and deposits may be required for certain customers and are recorded as contract liabilities (deferred revenue). For multi-year agreements, the Company generally

invoices customers annually at the beginning of each annual coverage period and recognizes revenue over the term of the coverage period.

As of June 30, 2024, the Company expects to recognize approximately the following percentages of deferred revenue by year:

    

Revenue

 

Year:

Recognition

 

Remainder of 2024

62

%

2025

 

35

%

2026

 

2

%

2027

 

1

%

Total

 

100

%

Revenue recognized for the three months ended June 30, 2024 and 2023 that was included in the contract liability balance at the beginning of the year was $0.4 million and $0.5 million, respectively. Revenue recognized for the six months ended June 30, 2024 and 2023 that was included in the contract liability balance at the beginning of the year was $1.1 million and $1.4 million, respectively, and primarily represented revenue earned from separately priced extended warranties, customer deposits, milestone revenue, and clinical training.

Customers

Significant customers are those that represent more than 10% of the Company’s total revenue. For the three months ended June 30, 2024 and 2023, one customer accounted for 14% of the Company’s revenue. For the six months ended June 30, 2024 and 2023, one customer accounted for 13% and 16% of the Company’s revenue, respectively.

Accounts receivable outstanding related to that customer was $2.0 million and $1.9 million as of June 30, 2024 and December 31, 2023, respectively.

Notes receivable outstanding related to that customer was $4.4 million and $5.2 million as of June 30, 2024 and December 31, 2023, respectively.

Geographical information

The following geographic data includes revenue generated from the Company’s third-party distributors. The Company’s revenue was generated in the following geographic regions and by product line for the periods indicated (in thousands):

Revenues by Geography

 

Three Months Ended June 30, 

 

2024

2023

 

% of

% of

 

Amount

Revenues

Amount

Revenues

 

(in thousands, except percentages)

U.S.

    

$

16,130

    

98

%  

$

17,289

    

98

%

International

 

320

 

2

%  

 

321

 

2

%

Total revenues

$

16,450

 

100

%  

$

17,610

 

100

%

U.S. Revenues by Product Category

 

Three Months Ended June 30, 

 

2024

2023

 

% of

% of

 

    

Amount

    

Revenues

    

Amount

    

Revenues

 

 

(in thousands, except percentages)

NeuroStar Advanced Therapy System

$

4,000

25

%  

$

4,489

26

%

Treatment sessions

 

11,660

 

72

%

 

12,314

 

71

%

Other

 

470

 

3

%

 

486

 

3

%

Total U.S. revenues

$

16,130

 

100

%

$

17,289

 

100

%

International Revenues by Product Category

 

Three Months Ended June 30, 

 

2024

2023

 

% of

% of

 

    

Amount

    

Revenues

    

Amount

    

Revenues

 

 

(in thousands, except percentages)

NeuroStar Advanced Therapy System

$

 

%  

$

56

 

18

%

Treatment sessions

 

139

 

43

%  

 

126

 

39

%

Other

 

181

 

57

%  

 

139

 

43

%

Total international revenues

$

320

 

100

%  

$

321

 

100

%

Revenues by Geography

 

Six Months Ended June 30, 

 

2024

2023

 

% of

% of

 

Amount

Revenues

Amount

Revenues

 

(in thousands, except percentages)

U.S.

    

$

32,923

    

97

%  

$

32,253

    

97

%

International

 

944

 

3

%  

 

897

 

3

%

Total revenues

$

33,867

 

100

%  

$

33,150

 

100

%

U.S. Revenues by Product Category

 

Six Months Ended June 30, 

 

2024

2023

 

% of

% of

 

    

Amount

    

Revenues

    

Amount

    

Revenues

 

 

(in thousands, except percentages)

NeuroStar Advanced Therapy System

$

7,310

22

%  

$

8,339

26

%

Treatment sessions

 

24,648

 

75

%

 

22,957

 

71

%

Other

 

965

 

3

%

 

957

 

3

%

Total U.S. revenues

$

32,923

 

100

%

$

32,253

 

100

%

International Revenues by Product Category

 

Six Months Ended June 30, 

 

2024

2023

 

% of

% of

 

    

Amount

    

Revenues

    

Amount

    

Revenues

 

 

(in thousands, except percentages)

NeuroStar Advanced Therapy System

$

259

 

27

%  

$

314

 

35

%

Treatment sessions

 

309

 

33

%  

 

310

 

35

%

Other

 

376

 

40

%  

 

273

 

30

%

Total International revenues

$

944

 

100

%  

$

897

 

100

%

v3.24.2.u1
DEBT
6 Months Ended
Jun. 30, 2024
DEBT  
DEBT

14.     DEBT

The following table presents the composition of debt as of June 30, 2024 and December 31, 2023 (in thousands):

June 30, 

December 31, 

    

2024

    

2023

Outstanding principal

$

60,000

$

60,000

Accrued final payment fees

 

2,970

 

1,856

Less debt discounts

 

(3,212)

 

(2,573)

Total debt, net

 

59,758

 

59,283

Less current portion

 

(13,612)

 

Long-term debt, net

$

46,146

$

59,283

For the three months ended June 30, 2024, the Company recognized interest expense of $2.0 million, of which $1.7 million was cash and $0.3 million was non-cash interest expense related to the amortization of deferred debt issuance costs and accrual of final payment fees. For the three months ended June 30, 2023, the Company recognized interest expense of $1.1 million, of which $1.0 million was cash and $0.1 million was non-cash interest expense related to the amortization of deferred debt issuance costs and accrual of final payment fees.

For the six months ended June 30, 2024, the Company recognized interest expense of $3.8 million, of which $3.3 million was cash and $0.5 million was non-cash interest expense related to the amortization of deferred debt issuance costs and accrual of final payment fees. For the six months ended June 30, 2023, the Company recognized interest expense of $2.4 million, of which $2.1 million was cash and $0.3 million was non-cash interest expense related to the amortization of deferred debt issuance costs and accrual of final payment fees.

SLR Credit Facility

On March 2, 2020 the Company entered into a Loan and Security Agreement with Solar Capital Ltd as collateral agent and other lenders as defined in the agreement (such agreement, as amended, the “SLR Facility”).

On March 7, 2024, the Company entered into a sixth amendment (the “SLR Sixth Amendment”) to the SLR Facility. Under the SLR Sixth Amendment, SLR: (a) waived the specified events with respect to the Company’s non-compliance with the required revenue under the net product revenue covenant; and (b) amended the financial covenants and increased the amount of the liquidity covenant and temporarily decreased the net product revenue covenant to reflect current projections.

On September 29, 2023, the Company entered into a fifth amendment (the “SLR Fifth Amendment”) to the SLR Facility. The SLR Fifth Amendment allowed the Company to draw on the $22.5 million Term C Loan portion of the SLR Facility and revised the required testing levels of the net product revenue and minimum liquidity covenants for certain testing periods. On October 3, 2023, the Company borrowed $22.5 million under the Term C Loan portion of the SLR Facility, resulting in total borrowing of $60 million.

On March 29, 2023, the Company entered into a fourth amendment (the “SLR Fourth Amendment”) to the Loan and Security Agreement dated March 2, 2020 with SLR Investment Corp. (formerly known as Solar Capital Ltd.). The SLR Fourth Amendment increased the borrowings by $2.5 million, extended the interest only period from March 2023 to March 2026, and extended the maturity date from February 2025 to March 2028. In addition, the SLR Fourth Amendment changed the basis of the interest expense from LIBOR to SOFR.

The SLR Facility accrued interest from the date of borrowing through the date of repayment at a floating per annum rate of interest, which reset monthly and was equal to the greater of 5.65% plus (a) 3.95% or (b) daily simple SOFR for a term of one month. Only interest was required to be paid on the SLR Facility until March 1, 2026. Prior to the effectiveness of the SLR Fourth Amendment, the interest only period with respect to the Term A Loan expired on March 1, 2023. Commencing April 1, 2026, the Company was required to make monthly payments of principal and interest on the SLR Facility.

In addition to the principal and interest payments due under the SLR Facility, the Company was required to pay a final payment fee to SLR upon the earlier of prepayment, acceleration or the maturity date of the SLR Facility equal to 4.95% of the principal amount of the term loans actually funded. If the Company prepaid the SLR Facility prior to their respective scheduled maturities, the Company will also be required to pay prepayment fees to SLR equal to 3% of the principal amount of such term loan then-prepaid if prepaid on or before the first anniversary of the Term C Funding Date, 2% of the principal amount of such term loan then-prepaid if prepaid after the first anniversary and on or before the second anniversary of the Term C Funding Date, or 1% of the principal amount of such term loan then-prepaid if prepaid after the second anniversary of the Term C Funding Date.

The Company was also required to pay SLR an exit fee upon the occurrence of (a) any liquidation, dissolution or winding up of the Company, (b) any transaction that results in a person obtaining control over the Company, (c) the Company achieving $100 million in trailing twelve-month net product revenue or (d) the Company achieving $125 million in trailing twelve-month net product revenue. The exit fee for liquidation, dissolution, winding up or change of control of the Company is equal to 2% of the principal amount of the term loans actually funded. The exit fee for achieving either $100 million or $125 million in trailing twelve-month net product revenue is equal to 1% of the principal amount of the term loans actually funded or, if both net product revenue milestones are achieved, 2% of the principal amount of the term loans actually funded. The exit fee was capped at 2% of the principal amount of the term loans actually funded.

On January 31, 2024 and February 29, 2024, the Company was not in compliance with its minimum net product revenue covenant under the SLR Facility. The Company was granted a waiver from SLR in the SLR Sixth Amendment for the covenant violations. The amount of borrowings affected by this noncompliance was $60 million.

As of June 30, 2024, the Company was not in compliance with its minimum net product revenue covenant under the SLR Facility. The amount of borrowing affected by this noncompliance was $60 million.

Subsequently, on July 25, 2024, the Company entered into a Credit Agreement and Guaranty with Perceptive Credit Holdings IV, LP, (“Perceptive”) as collateral agent and other lenders defined in the agreement, see “Note 21. Subsequent Events” for further discussion on the Perceptive Credit Agreement.

The Company projects to be in compliance with the covenants under the Perceptive Credit Agreement going forward.

v3.24.2.u1
COMMON STOCK
6 Months Ended
Jun. 30, 2024
COMMON STOCK  
COMMON STOCK

15.     COMMON STOCK

Common Stock

The following table summarizes the total number of shares of the Company’s common stock issued and reserved for issuance as of June 30, 2024 and December 31, 2023 (in thousands):

    

June 30, 2024

    

December 31, 2023

Shares of common stock issued

 

30,136

 

29,092

Shares of common stock reserved for issuance for:

 

  

 

  

Common stock warrants outstanding

 

21

 

41

Stock options outstanding

 

1,258

 

1,270

Restricted stock units outstanding

 

3,433

 

3,360

Shares available for grant under stock incentive plans

 

855

 

978

Shares available for sale under employee stock purchase plan

 

1,624

 

1,335

Total shares of common stock issued and reserved for issuance

 

37,327

 

36,076

Common Stock Warrants

The following tables summarize the Company’s outstanding common stock warrants as of June 30, 2024, and December 31, 2023:

June 30, 2024

    

    

    

    

Warrants

    

    

    

    

Outstanding

(in thousands)

Exercise Price

Expiration Date

21

$

9.73

 

Dec-2024

21

 

  

 

  

December 31, 2023

    

    

    

    

Warrants

    

    

    

    

Outstanding

(in thousands)

Exercise Price

Expiration Date

20

$

9.73

 

Mar-2024

21

$

9.73

 

Dec-2024

41

 

  

 

  

v3.24.2.u1
LOSS PER SHARE
6 Months Ended
Jun. 30, 2024
LOSS PER SHARE  
LOSS PER SHARE

16.     LOSS PER SHARE

The Company’s basic loss per common share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The Company’s restricted stock awards (non-vested shares) are issued and outstanding at the time of grant but are excluded from the Company’s computation of weighted-average shares outstanding in the determination of basic loss per share until vesting occurs.

A net loss cannot be diluted, so when the Company is in a net loss position, basic and diluted loss per common share are the same. If the Company achieves profitability in the future, the denominator of a diluted earnings per common share calculation will include both the weighted average number of shares outstanding and the number of common stock equivalents, if the inclusion of such common stock equivalents would be dilutive. Dilutive common stock equivalents potentially include warrants, stock options, non-vested restricted stock units and non-vested performance restricted stock units (“PRSUs”) using the treasury stock method,

along with the effect, if any, from the potential conversion of outstanding securities, such as convertible preferred stock.

The following potentially dilutive securities outstanding as of June 30, 2024 and 2023 have been excluded from the denominator of the diluted loss per share of common stock outstanding calculation (in thousands):

June 30, 

    

2024

    

2023

Stock options

1,258

1,277

Non-vested PRSUs

 

395

 

395

Non-vested restricted stock units

 

3,038

 

3,312

Common stock warrants

 

21

 

61

v3.24.2.u1
SHARE-BASED COMPENSATION
6 Months Ended
Jun. 30, 2024
SHARE-BASED COMPENSATION  
SHARE-BASED COMPENSATION

17.     SHARE-BASED COMPENSATION

The amount of share-based compensation expense recognized by the Company by location in its statements of operations for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands):

    

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

    

2023

    

2024

    

2023

Cost of revenues

$

37

$

36

$

71

72

Sales and marketing

 

359

 

713

 

709

1,356

General and administrative

 

976

 

1,115

 

1,753

2,082

Research and development

 

191

 

169

 

368

328

Total

$

1,563

$

2,033

$

2,901

$

3,838

2018 Equity Incentive Plan

In June 2018, the Company adopted the 2018 Equity Incentive Plan, (the “2018 Plan”), which authorized the issuance of up to 1.4 million shares, subject to an annual 4% increase based on the number of shares of common stock outstanding, in the form of restricted stock, stock appreciation rights and stock options to the Company’s directors, employees and consultants. The amount and terms of grants are determined by the Company’s board of directors. All stock options granted to date have had exercise prices equal to the fair value, as determined by the closing price as reported by the Nasdaq Global Market, of the underlying common stock on the date of grant. The contractual term of stock options is up to 10 years, and stock options are exercisable in cash or as otherwise determined by the board of directors. Generally, stock options vest 25% upon the first anniversary of the date of grant and the remainder ratably monthly thereafter for 36 months. Restricted stock units generally vest ratably in three equal installments on the first, second and third anniversaries of the grant date. PRSUs generally vest based on appreciation of the Company’s common stock to a certain price as determined by the Company’s board of directors measured using a trailing 30-day volume-weighted average price of a share of the Company’s common stock. The fair value of the PRSU awards are determined using a risk neutral Monte Carlo simulation valuation model. As of June 30, 2024, there were 0.7 million shares available for future issuance under the 2018 Plan.

2020 Inducement Incentive Plan

In December 2020, the Company adopted the 2020 Inducement Incentive Plan (the “2020 Plan”), which authorized the issuance of up to 0.4 million shares, subject to increase by approval of the Company’s board of directors, in the form of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards and other stock awards to eligible employees who satisfy the standards for inducement grants under Nasdaq Global Market rules. In March 2022, the Company’s board of directors approved an additional 0.5 million shares for the issuance under the 2020 Plan. An individual who previously served as an employee or director of the Company is not eligible to receive awards under the 2020 Plan. The amount and terms of grants are determined by the Company’s board of directors. As of June 30, 2024, there were 0.1 million shares available for future issuance under the 2020 Plan.

Stock Options

The following table summarizes the Company’s stock option activity for the six months ended June 30, 2024:

    

    

    

    

    

Weighted

Aggregate

Number of

Weighted

average

average

Shares under

average

Remaining

Intrinsic

Option

Exercise Price

Contractual

Value

(in thousands)

per Option

Life (in years)

(in thousands)

Outstanding at December 31, 2023

 

1,270

$

3.90

 

 

Granted

 

$

 

  

 

  

Exercised

 

$

 

 

  

Forfeited and Expired

 

(12)

$

11.48

 

  

 

  

Outstanding at June 30, 2024

 

1,258

$

3.82

 

5.8

 

$

5.1

Exercisable at June 30, 2024

 

1,237

$

3.85

 

5.7

 

$

5.1

Vested and expected to vest at June 30, 2024

 

1,258

$

3.82

 

5.8

 

$

5.1

The Company recognized share-based compensation expense related to stock options of $0.1 million for the three months ended June 30, 2024 and 2023, and $0.1 million and $0.3 million for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, there was no remaining unrecognized compensation cost related to non-vested stock options.

For the six months ended June 30, 2024 the Company did not grant stock options.

Restricted Stock Units and PRSUs

The following table summarizes the Company’s restricted stock unit and PRSU activity for June 30, 2024:

    

Non-vested

    

Weighted

    

Non-vested

    

Weighted

Restricted

average

PRSUs

average

Stock Units

Grant-date

Grant-date

(in thousands)

Fair Value

(in thousands)

Fair Value

Non-vested at December 31, 2023

2,965

$

4.37

 

395

$

6.77

Granted

 

1,535

$

3.24

 

$

Vested

 

(1,226)

$

4.61

 

$

Forfeited

 

(236)

$

4.36

 

$

Non-vested at June 30, 2024

 

3,038

$

3.69

 

395

$

6.77

The Company recognized $1.5 million and $1.9 million in share-based compensation expense related to the restricted stock units and PRSUs for the three months ended June 30, 2024 and 2023, respectively, and $2.8 million and $3.6 million for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, there was $8.8 million of unrecognized compensation cost related to non-vested restricted stock units and

PRSUs, which the Company expects to recognize over a weighted-average period of 2.0 years. The total fair value at the vesting date of restricted stock units and PRSUs vested during the six months ended June 30, 2024 was $4.0 million.

The Company did not grant PRSUs during the six months ended June 30, 2024.

v3.24.2.u1
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2024
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

18.     COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company is subject from time to time to various claims and legal actions arising during the ordinary course of its business. Management believes that there are currently no claims or legal actions that would reasonably be expected to have a material adverse effect on the Company’s results of operations, financial condition, or cash flows.

v3.24.2.u1
SEGMENT INFORMATION
6 Months Ended
Jun. 30, 2024
SEGMENT INFORMATION  
SEGMENT INFORMATION

19.     SEGMENT INFORMATION

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company currently operates in one business segment as it is managed and operated as one business. A single management team that reports to the chief operating decision maker comprehensively manages the entire business. The Company does not operate any material separate lines of business or separate business entities with respect to its products or product development.

v3.24.2.u1
GOVERNMENT ASSISTANCE
6 Months Ended
Jun. 30, 2024
GOVERNMENT ASSISTANCE  
GOVERNMENT ASSISTANCE

20.     GOVERNMENT ASSISTANCE

Employee Retention Credit

The Coronavirus Aid, Relief and Economic Security Act provided an Employee Retention Credit (the “ERC”), which was a refundable tax credit related to certain payroll taxes. The Company applied the grant model and determined that the criteria for recognition of the ERC was met during the year ended December 31, 2023 based on the Company’s determination of eligibility and filing of the ERC claim. As of June 30, 2024, the $2.9 million ERC receivable is reported within “Prepaid expenses and other current assets” on the Company’s balance sheets.

v3.24.2.u1
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2024
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

21.     SUBSEQUENT EVENTS

On July 25, 2024, the Company entered into a Credit Agreement and Guaranty with Perceptive Credit Holdings IV, LP, as collateral agent and other lenders defined in the agreement (the “Perceptive Facility”) that was used to repay the Company’s previous $60.0 million credit facility with SLR Investment Corp.

The Perceptive Facility permits the Company to borrow up to an aggregate amount of $90.0 million in three tranches of term loans, a “Tranche 1 Loan”, a “Tranche 2 Loan” and a “Tranche 3 Loan.” On July 25, 2024, the Company borrowed an aggregate amount of $50.0 million, which was the aggregate amount available under the Tranche 1 Loan portion of the Perceptive Facility. Under the Tranche 2 Loan portion of the Perceptive Facility, the Company is permitted to borrow, at its election, up to an aggregate amount of $15.0 million, (i) upon the Company achieving a specified amount of trailing twelve months net revenue, and (ii) assuming there has been no event of default under the Perceptive Facility prior to such election. The Tranche 2 Loan portion of the Perceptive Facility must be borrowed on or before December 31, 2025. Under the Tranche 3 Loan portion of the Perceptive Facility, the Company may request to borrow, at the consent of the Majority Lenders (as defined in the Perceptive Facility), up to an aggregate amount of $25.0 million. The

Tranche 3 Loan portion of the Perceptive Facility must be borrowed on or before June 30, 2026. All amounts borrowed under the Perceptive Facility are due on July 25, 2029.

Each of the Tranche 1 Loan, Tranche 2 Loan and Tranche 3 Loan accrues interest from the date of borrowing through the date of repayment at a floating per annum rate of interest equal to the sum of 7.00% plus the greater of (a) 4.50% and (b) One-Month Term SOFR (as defined in the Perceptive Facility). There will be no scheduled repayments of the principal on the Tranche 1 Loan, Tranche 2 Loan and Tranche 3 Loan prior to the maturity date.

If the Company prepays either the Tranche 1 Loan, Tranche 2 Loan or Tranche 3 Loan prior to their scheduled maturity date, the Company will also be required to pay prepayment fees to Perceptive equal to 6% of the principal amount of such term loan then-prepaid if prepaid on or before the first anniversary of the closing date, 5% of the principal amount of such term loan then-prepaid if prepaid after the first anniversary and on or before the second anniversary of the closing date, 4% of the principal amount of such term loan then-prepaid if prepaid after the second anniversary and on or before the third anniversary of the closing date, and 3% of the principal amount of such term loan then-prepaid if prepaid after the third anniversary and on or before the fourth anniversary of the closing date.

The Company’s obligations under the credit facility are secured by a first priority security interest in substantially all of its assets, including its intellectual property. The Perceptive Facility requires the Company to comply with a quarterly minimum trailing revenue covenant and a $5 million liquidity covenant as well as customary affirmative and negative covenants.

The Perceptive Facility contains events of default, including, without limitation, events of default upon: (i) failure to make payment pursuant to the terms of the agreement; (ii) violation of covenants; (iii) material adverse changes to the Company’s business; (iv) insolvency; (v) material cross-defaults; (vi) significant judgments, orders or decrees for payments by the Company; (vii) incorrectness of representations and warranties; (viii) significant adverse ERISA events; (ix) failure by the Company to be registered with the United States Securities and Exchange Commission in good standing; and (x) failure by the Company to maintain a valid and perfected lien on the collateral securing the borrowing.

As consideration for the Perceptive Facility, the Company agreed to issue to Perceptive warrants to purchase up to 1,462,500 shares of the Company’s common stock, with a warrant exercisable into 1,125,000 shares of the Company’s common stock issued on the closing date (the “Initial Warrant”). The per share exercise price for the Initial Warrant is equal to the lower of (x) the 10-day volume weighted average price of the Company’s common stock on the business day immediately prior to the closing date and (y) the 10-day volume weighted average price of the common stock ended on August 31, 2024. In addition to the Initial Warrant, an additional warrant will be issued for 337,500 shares of common stock concurrently with the borrowing of the Tranche 2 Loan. The per share exercise price for the additional warrant will be equal to the exercise price of the Initial Warrant. Each warrant will be exercisable, in whole or in part, until the tenth anniversary of the applicable date of issuance.

v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Interim Financial Statements

Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared from the books and records of the Company in accordance with U.S. GAAP for interim financial information and Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), which permit reduced disclosures for interim periods. All adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the accompanying balance sheets and statements of operations and stockholders’

equity and cash flows have been made. Although these interim financial statements do not include all of the information and footnotes required for complete annual financial statements, management believes the disclosures are adequate to make the information presented not misleading. Unaudited interim results of operations and cash flows for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the full year. Unaudited interim financial statements and footnotes should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2024, wherein a more complete discussion of significant accounting policies and certain other information can be found.

Use of Estimates

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP and the rules and regulations of the SEC, requires the use of estimates and assumptions, based on judgments considered reasonable, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Although management believes its estimates and assumptions are reasonable when made, they are based upon information available at the time they are made. Management evaluates the estimates and assumptions on an ongoing basis and, if necessary, makes adjustments. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions, and given the subjective element of the estimates and assumptions made, actual results may differ materially from estimated results.

v3.24.2.u1
FAIR VALUE MEASUREMENT AND FINANCIAL INSTRUMENTS (Tables)
6 Months Ended
Jun. 30, 2024
FAIR VALUE MEASUREMENT AND FINANCIAL INSTRUMENTS  
Schedule of carrying amounts and fair values of financial instruments

The following tables set forth the carrying amounts and fair values of the Company’s financial instruments as of June 30, 2024 and December 31, 2023 (in thousands):

    

June 30, 2024

Fair Value Measurement Based on

Quoted

Significant

Prices In

other

Significant

Active

Observable

Unobservable

Carrying

Markets

Inputs

Inputs

    

Amount

    

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

Assets

Money market funds (cash equivalents)

$

28,209

$

28,209

$

28,209

$

$

    

December 31, 2023

Fair Value Measurement Based on

Quoted

Significant

Prices In

other

Significant

Active

Observable

Unobservable

Carrying

Markets

Inputs

Inputs

Amount

Fair Value

(Level 1)

(Level 2)

(Level 3)

Assets

    

  

    

  

    

  

    

  

    

  

Money market funds (cash equivalents)

$

27,507

$

27,507

$

27,507

$

$

v3.24.2.u1
ACCOUNTS RECEIVABLE (Tables)
6 Months Ended
Jun. 30, 2024
ACCOUNTS RECEIVABLE  
Schedule of composition of accounts receivable, net

The following table presents the composition of accounts receivable, net as of June 30, 2024 and December 31, 2023 (in thousands):

June 30, 

December 31, 

    

2024

    

2023

Gross accounts receivable - trade

$

18,754

$

16,577

Less: Allowances for credit losses

 

(1,611)

 

(795)

Accounts receivable, net

$

17,143

$

15,782

v3.24.2.u1
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE (Tables)
6 Months Ended
Jun. 30, 2024
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE  
Schedule of composition of property and equipment, net

The following table presents the composition of property and equipment, net as of June 30, 2024 and December 31, 2023 (in thousands):

June 30, 

December 31, 

    

2024

    

2023

Laboratory equipment

$

669

$

702

Office equipment

 

495

 

495

Auto

23

23

Computer equipment and software

 

1,119

 

1,082

Manufacturing equipment

 

557

 

551

Leasehold improvements

 

1,463

 

1,436

Rental equipment

 

578

 

542

Property and equipment, gross

 

4,904

 

4,831

Less: Accumulated depreciation

 

(3,176)

 

(2,822)

Property and equipment, net

$

1,728

$

2,009

v3.24.2.u1
LEASES (Tables)
6 Months Ended
Jun. 30, 2024
LEASES  
Schedule of supplemental cash flow information as a lessee related to leases

The following table presents the supplemental cash flow information as a lessee related to leases (in thousands):

    

Six Months Ended

June 30, 2024

    

June 30, 2023

Cash paid for amounts included in the measurement of lease liabilities:

 

  

 

  

Operating cash flows from operating leases

$

531

$

521

Schedule of future payments of operating lease liabilities

The following table sets forth by year the required future payments of operating lease liabilities (in thousands):

June 30, 2024

Remainder of 2024

$

440

2025

898

2026

 

921

2027

 

882

2028

 

116

Total lease payments

 

3,257

Less imputed interest

 

(393)

Present value of operating lease liabilities

$

2,864

Schedule of profit recognized on sales-type leases

The following table sets forth the profit recognized on sales-type leases (in thousands):

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2024

    

2023

    

2024

    

2023

Profit recognized at commencement, net

$

23

$

47

$

23

$

47

Interest income

 

 

 

 

Total sales-type lease income

$

23

$

47

$

23

$

47

Schedule of maturity analysis of the undiscounted lease receivables related to sales-type leases

The following table sets forth a maturity analysis of the undiscounted lease receivables related to sales-type leases (in thousands):

    

June 30, 2024

Remainder of 2024

$

433

2025

407

2026

 

86

2027

 

27

Total sales-type lease receivables

$

953

v3.24.2.u1
ACCRUED EXPENSES (Tables)
6 Months Ended
Jun. 30, 2024
ACCRUED EXPENSES  
Schedule of the composition of accrued expenses

The following table presents the composition of accrued expenses as of June 30, 2024 and December 31, 2023 (in thousands):

    

June 30, 

    

December 31, 

2024

2023

Compensation and related benefits

$

5,418

$

8,003

Consulting and professional fees

 

693

 

488

Research and development expenses

 

172

 

260

Sales and marketing expenses

834

1,760

Warranty

 

255

 

213

Sales and other taxes payable

 

744

 

818

Other

 

1,120

 

1,053

Accrued expenses

$

9,236

$

12,595

v3.24.2.u1
REVENUE AND DEFERRED REVENUE (Tables)
6 Months Ended
Jun. 30, 2024
Schedule of percentages of deferred revenue by year

As of June 30, 2024, the Company expects to recognize approximately the following percentages of deferred revenue by year:

    

Revenue

 

Year:

Recognition

 

Remainder of 2024

62

%

2025

 

35

%

2026

 

2

%

2027

 

1

%

Total

 

100

%

Schedule of revenue generated in geographic regions for years indicated

Revenues by Geography

 

Three Months Ended June 30, 

 

2024

2023

 

% of

% of

 

Amount

Revenues

Amount

Revenues

 

(in thousands, except percentages)

U.S.

    

$

16,130

    

98

%  

$

17,289

    

98

%

International

 

320

 

2

%  

 

321

 

2

%

Total revenues

$

16,450

 

100

%  

$

17,610

 

100

%

Revenues by Geography

 

Six Months Ended June 30, 

 

2024

2023

 

% of

% of

 

Amount

Revenues

Amount

Revenues

 

(in thousands, except percentages)

U.S.

    

$

32,923

    

97

%  

$

32,253

    

97

%

International

 

944

 

3

%  

 

897

 

3

%

Total revenues

$

33,867

 

100

%  

$

33,150

 

100

%

U.S.  
Schedule of revenue generated in product category for years indicated

U.S. Revenues by Product Category

 

Three Months Ended June 30, 

 

2024

2023

 

% of

% of

 

    

Amount

    

Revenues

    

Amount

    

Revenues

 

 

(in thousands, except percentages)

NeuroStar Advanced Therapy System

$

4,000

25

%  

$

4,489

26

%

Treatment sessions

 

11,660

 

72

%

 

12,314

 

71

%

Other

 

470

 

3

%

 

486

 

3

%

Total U.S. revenues

$

16,130

 

100

%

$

17,289

 

100

%

U.S. Revenues by Product Category

 

Six Months Ended June 30, 

 

2024

2023

 

% of

% of

 

    

Amount

    

Revenues

    

Amount

    

Revenues

 

 

(in thousands, except percentages)

NeuroStar Advanced Therapy System

$

7,310

22

%  

$

8,339

26

%

Treatment sessions

 

24,648

 

75

%

 

22,957

 

71

%

Other

 

965

 

3

%

 

957

 

3

%

Total U.S. revenues

$

32,923

 

100

%

$

32,253

 

100

%

International  
Schedule of revenue generated in product category for years indicated

International Revenues by Product Category

 

Three Months Ended June 30, 

 

2024

2023

 

% of

% of

 

    

Amount

    

Revenues

    

Amount

    

Revenues

 

 

(in thousands, except percentages)

NeuroStar Advanced Therapy System

$

 

%  

$

56

 

18

%

Treatment sessions

 

139

 

43

%  

 

126

 

39

%

Other

 

181

 

57

%  

 

139

 

43

%

Total international revenues

$

320

 

100

%  

$

321

 

100

%

International Revenues by Product Category

 

Six Months Ended June 30, 

 

2024

2023

 

% of

% of

 

    

Amount

    

Revenues

    

Amount

    

Revenues

 

 

(in thousands, except percentages)

NeuroStar Advanced Therapy System

$

259

 

27

%  

$

314

 

35

%

Treatment sessions

 

309

 

33

%  

 

310

 

35

%

Other

 

376

 

40

%  

 

273

 

30

%

Total International revenues

$

944

 

100

%  

$

897

 

100

%

v3.24.2.u1
DEBT (Tables)
6 Months Ended
Jun. 30, 2024
DEBT  
Schedule of composition of debt

The following table presents the composition of debt as of June 30, 2024 and December 31, 2023 (in thousands):

June 30, 

December 31, 

    

2024

    

2023

Outstanding principal

$

60,000

$

60,000

Accrued final payment fees

 

2,970

 

1,856

Less debt discounts

 

(3,212)

 

(2,573)

Total debt, net

 

59,758

 

59,283

Less current portion

 

(13,612)

 

Long-term debt, net

$

46,146

$

59,283

v3.24.2.u1
COMMON STOCK (Tables)
6 Months Ended
Jun. 30, 2024
COMMON STOCK  
Schedule of common stock issued and reserved for issuance

The following table summarizes the total number of shares of the Company’s common stock issued and reserved for issuance as of June 30, 2024 and December 31, 2023 (in thousands):

    

June 30, 2024

    

December 31, 2023

Shares of common stock issued

 

30,136

 

29,092

Shares of common stock reserved for issuance for:

 

  

 

  

Common stock warrants outstanding

 

21

 

41

Stock options outstanding

 

1,258

 

1,270

Restricted stock units outstanding

 

3,433

 

3,360

Shares available for grant under stock incentive plans

 

855

 

978

Shares available for sale under employee stock purchase plan

 

1,624

 

1,335

Total shares of common stock issued and reserved for issuance

 

37,327

 

36,076

Schedule of outstanding warrants

The following tables summarize the Company’s outstanding common stock warrants as of June 30, 2024, and December 31, 2023:

June 30, 2024

    

    

    

    

Warrants

    

    

    

    

Outstanding

(in thousands)

Exercise Price

Expiration Date

21

$

9.73

 

Dec-2024

21

 

  

 

  

December 31, 2023

    

    

    

    

Warrants

    

    

    

    

Outstanding

(in thousands)

Exercise Price

Expiration Date

20

$

9.73

 

Mar-2024

21

$

9.73

 

Dec-2024

41

 

  

 

  

v3.24.2.u1
LOSS PER SHARE (Tables)
6 Months Ended
Jun. 30, 2024
LOSS PER SHARE  
Schedule of potentially dilutive securities outstanding excluded from diluted loss per share calculation

The following potentially dilutive securities outstanding as of June 30, 2024 and 2023 have been excluded from the denominator of the diluted loss per share of common stock outstanding calculation (in thousands):

June 30, 

    

2024

    

2023

Stock options

1,258

1,277

Non-vested PRSUs

 

395

 

395

Non-vested restricted stock units

 

3,038

 

3,312

Common stock warrants

 

21

 

61

v3.24.2.u1
SHARE-BASED COMPENSATION (Tables)
6 Months Ended
Jun. 30, 2024
SHARE-BASED COMPENSATION  
Schedule of share-based compensation expense

The amount of share-based compensation expense recognized by the Company by location in its statements of operations for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands):

    

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

    

2023

    

2024

    

2023

Cost of revenues

$

37

$

36

$

71

72

Sales and marketing

 

359

 

713

 

709

1,356

General and administrative

 

976

 

1,115

 

1,753

2,082

Research and development

 

191

 

169

 

368

328

Total

$

1,563

$

2,033

$

2,901

$

3,838

Schedule of stock option activity

The following table summarizes the Company’s stock option activity for the six months ended June 30, 2024:

    

    

    

    

    

Weighted

Aggregate

Number of

Weighted

average

average

Shares under

average

Remaining

Intrinsic

Option

Exercise Price

Contractual

Value

(in thousands)

per Option

Life (in years)

(in thousands)

Outstanding at December 31, 2023

 

1,270

$

3.90

 

 

Granted

 

$

 

  

 

  

Exercised

 

$

 

 

  

Forfeited and Expired

 

(12)

$

11.48

 

  

 

  

Outstanding at June 30, 2024

 

1,258

$

3.82

 

5.8

 

$

5.1

Exercisable at June 30, 2024

 

1,237

$

3.85

 

5.7

 

$

5.1

Vested and expected to vest at June 30, 2024

 

1,258

$

3.82

 

5.8

 

$

5.1

Schedule of restricted stock units and performance restricted stock units activity

The following table summarizes the Company’s restricted stock unit and PRSU activity for June 30, 2024:

    

Non-vested

    

Weighted

    

Non-vested

    

Weighted

Restricted

average

PRSUs

average

Stock Units

Grant-date

Grant-date

(in thousands)

Fair Value

(in thousands)

Fair Value

Non-vested at December 31, 2023

2,965

$

4.37

 

395

$

6.77

Granted

 

1,535

$

3.24

 

$

Vested

 

(1,226)

$

4.61

 

$

Forfeited

 

(236)

$

4.36

 

$

Non-vested at June 30, 2024

 

3,038

$

3.69

 

395

$

6.77

v3.24.2.u1
DESCRIPTION OF BUSINESS - Additional Information (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Feb. 29, 2024
Jan. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
DESCRIPTION OF BUSINESS          
Cash and cash equivalents     $ 42,642   $ 59,677
Accumulated deficit     393,786   376,081
Cash flows from operating activities     $ 16,984 $ 24,047 32,000
Debt Instrument, Covenant Compliance On January 31, 2024 and February 29, 2024, the Company was not in compliance with its minimum net product revenue covenant under the SLR Facility. The Company was granted a waiver from SLR in the SLR Sixth Amendment for the covenant violations. The amount of borrowings affected by this noncompliance was $60 million On January 31, 2024 and February 29, 2024, the Company was not in compliance with its minimum net product revenue covenant under the SLR Facility. The Company was granted a waiver from SLR in the SLR Sixth Amendment for the covenant violations. The amount of borrowings affected by this noncompliance was $60 million As of June 30, 2024, the Company was not in compliance with its minimum net product revenue covenant under the SLR Facility, see “Note 14. Debt” for further discussion. The amount of borrowing affected by this noncompliance was $60 million    
Total borrowing amount $ 60,000 $ 60,000 $ 60,000   $ 60,000
$60.0 Million Credit Facility | Oxford Finance LLC          
DESCRIPTION OF BUSINESS          
Borrowings outstanding under credit facility     $ 60,000    
Credit facility maturity date     Mar. 31, 2028    
v3.24.2.u1
FAIR VALUE MEASUREMENT AND FINANCIAL INSTRUMENTS - Schedule of Carrying Amounts and Fair Values of Financial Instruments (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Assets    
Investment, Type [Extensible Enumeration] us-gaap:MoneyMarketFundsMember us-gaap:MoneyMarketFundsMember
Carrying Amount    
Assets    
Total assets $ 28,209 $ 27,507
Fair Value    
Assets    
Total assets 28,209 27,507
Quoted Prices In Active Markets (Level 1)    
Assets    
Total assets $ 28,209 $ 27,507
v3.24.2.u1
ACCOUNTS RECEIVABLE - Composition of Accounts Receivable, Net (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
ACCOUNTS RECEIVABLE    
Gross accounts receivable - trade $ 18,754 $ 16,577
Less: Allowances for credit losses (1,611) (795)
Accounts receivable, net $ 17,143 $ 15,782
v3.24.2.u1
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE - Summary of Composition of Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE    
Property and equipment, gross $ 4,904 $ 4,831
Less: Accumulated depreciation (3,176) (2,822)
Property and equipment, net 1,728 2,009
Laboratory Equipment    
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE    
Property and equipment, gross 669 702
Office Equipment    
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE    
Property and equipment, gross 495 495
Auto    
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE    
Property and equipment, gross 23 23
Computer Equipment and Software    
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE    
Property and equipment, gross 1,119 1,082
Manufacturing Equipment    
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE    
Property and equipment, gross 557 551
Leasehold Improvements    
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE    
Property and equipment, gross 1,463 1,436
Rental Equipment    
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE    
Property and equipment, gross 578 542
Property and equipment, net $ 300 $ 300
v3.24.2.u1
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE          
Depreciation and amortization expense $ 0.6 $ 0.5 $ 1.1 $ 1.0  
Prepaid expenses and other current assets          
PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE          
Capitalized software cost, net $ 4.6   $ 4.6   $ 4.2
v3.24.2.u1
NOTES RECEIVABLE - Additional Information (Details) - Secured Promissory Note
$ in Millions
3 Months Ended 6 Months Ended
Mar. 31, 2023
USD ($)
D
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
If Maker's Common Shares Are Not Traded On Any Stock Markets            
NOTES RECEIVABLE            
Discount rate 20.00%          
Greenbrook TMS Inc            
NOTES RECEIVABLE            
Principal amount of notes receivable $ 6.0          
Term of notes receivable 4 years          
Notes receivable outstanding   $ 4.4   $ 4.4   $ 5.2
Percentage of unpaid amount 200.00%          
Greenbrook TMS Inc | If Maker's Common Shares Are Traded On Nasdaq Stock Market            
NOTES RECEIVABLE            
Discount rate 20.00%          
Number of day volume-weighted average closing price | D 30          
Greenbrook TMS Inc | If Maker's Common Shares Are Traded On Stock Markets Other Than Nasdaq            
NOTES RECEIVABLE            
Discount rate 20.00%          
Number of day volume-weighted average closing price | D 30          
Greenbrook TMS Inc | Secured Overnight Financing Rate            
NOTES RECEIVABLE            
Interest rate (as a percent) 7.65%          
Success TMS | Other income, net            
NOTES RECEIVABLE            
Interest income recognized   $ 0.2 $ 0.2 $ 0.3 $ 0.2  
v3.24.2.u1
LEASES - Additional Information (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
ft²
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
ft²
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
LEASES          
Lessee, finance lease, lease not yet commenced, description     The Company does not currently have any finance leases or executed leases that have not yet commenced.    
Operating lease, rent expense, net $ 200 $ 200 $ 400 $ 400  
Operating lease, weighted-average remaining lease term 3 years 7 months 6 days   3 years 7 months 6 days    
Operating lease, weighted-average discount rate 7.20%   7.20%    
Carrying amount of lease receivables $ 1,000   $ 1,000    
Unguaranteed residual assets 0   0    
Operating lease income 30 40 100    
Property and equipment, net $ 1,728   $ 1,728   $ 2,009
NeuroStar Advanced Therapy Systems | Minimum          
LEASES          
Lessor sales-type lease, Term 3 years   3 years    
NeuroStar Advanced Therapy Systems | Maximum          
LEASES          
Lessor sales-type lease, Term 4 years   4 years    
Headquarters and Office Equipment, Including Copiers          
LEASES          
Area of lease facility | ft² 32,000   32,000    
Rental Equipment          
LEASES          
Property and equipment, net $ 300   $ 300   $ 300
Rental equipment depreciation expense $ 20 $ 20 $ 50 $ 40  
Charlotte, North Carolina          
LEASES          
Area of lease facility | ft² 9,600   9,600    
v3.24.2.u1
LEASES - Schedule of Supplemental Cash Flow Information as Lessee Related to Leases (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash flows from operating leases $ 531 $ 521
v3.24.2.u1
LEASES - Schedule of Future Payments of Operating Lease Liabilities (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
LEASES  
Remainder of 2024 $ 440
2025 898
2026 921
2027 882
2028 116
Total lease payments 3,257
Less imputed interest (393)
Present value of operating lease liabilities $ 2,864
v3.24.2.u1
LEASES - Schedule of Profit Recognized on Sales-type Leases (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
LEASES        
Profit recognized at commencement, net $ 23 $ 47 $ 23 $ 47
Total sales-type lease income $ 23 $ 47 $ 23 $ 47
v3.24.2.u1
LEASES - Schedule of Maturity Analysis of Undiscounted Lease Receivables Related to Sales-type Leases (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
LEASES  
Remainder of 2024 $ 433
2025 407
2026 86
2027 27
Total sales-type lease receivables $ 953
v3.24.2.u1
PREPAID COMMISSION EXPENSE - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
PREPAID COMMISSION EXPENSE        
Amortization period of deferred commissions     7 years  
Amortization expense $ 0.7 $ 0.6 $ 1.4 $ 1.1
v3.24.2.u1
ACCRUED EXPENSES - Summary of Composition of Accrued Expenses (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
ACCRUED EXPENSES    
Compensation and related benefits $ 5,418 $ 8,003
Consulting and professional fees 693 488
Research and development expenses 172 260
Sales and marketing expenses 834 1,760
Warranty 255 213
Sales and other taxes payable 744 818
Other 1,120 1,053
Accrued expenses $ 9,236 $ 12,595
v3.24.2.u1
REVENUE AND DEFERRED REVENUE - Summary of Percentages of Deferred Revenue by Year (Details)
Jun. 30, 2024
REVENUE AND DEFERRED REVENUE  
Revenue, remaining performance obligation 100.00%
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction Start Date [Axis]: 2024-07-01  
REVENUE AND DEFERRED REVENUE  
Revenue, remaining performance obligation 62.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period 6 months
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction Start Date [Axis]: 2025-01-01  
REVENUE AND DEFERRED REVENUE  
Revenue, remaining performance obligation 35.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction Start Date [Axis]: 2026-01-01  
REVENUE AND DEFERRED REVENUE  
Revenue, remaining performance obligation 2.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction Start Date [Axis]: 2027-01-01  
REVENUE AND DEFERRED REVENUE  
Revenue, remaining performance obligation 1.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
v3.24.2.u1
REVENUE AND DEFERRED REVENUE - Additional Information (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
customer
Jun. 30, 2023
USD ($)
customer
Jun. 30, 2024
USD ($)
customer
Jun. 30, 2023
USD ($)
customer
Dec. 31, 2023
USD ($)
Disaggregation of Revenue [Line Items]          
Revenue recognized $ 400 $ 500 $ 1,100 $ 1,400  
Number of customer accounted for more than 10% of revenues | customer 1 1 1 1  
Accounts receivable $ 17,143   $ 17,143   $ 15,782
Customer 1          
Disaggregation of Revenue [Line Items]          
Notes receivable 4,400   4,400   5,200
Credit concentration risk | Customer 1          
Disaggregation of Revenue [Line Items]          
Accounts receivable $ 2,000   $ 2,000   $ 1,900
Revenue | Customer concentration risk | Customer 1          
Disaggregation of Revenue [Line Items]          
Percentage of Revenues 14.00% 14.00% 13.00% 16.00%  
v3.24.2.u1
REVENUE AND DEFERRED REVENUE - Summary of Revenue Generated in Geographic Regions for Years Indicated (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
REVENUE AND DEFERRED REVENUE        
Revenues $ 16,450 $ 17,610 $ 33,867 $ 33,150
Revenue | Geographic Concentration        
REVENUE AND DEFERRED REVENUE        
Revenues $ 16,450 $ 17,610 $ 33,867 $ 33,150
Percentage of Revenues 100.00% 100.00% 100.00% 100.00%
Revenue | U.S. | Geographic Concentration        
REVENUE AND DEFERRED REVENUE        
Revenues $ 16,130 $ 17,289 $ 32,923 $ 32,253
Percentage of Revenues 98.00% 98.00% 97.00% 97.00%
Revenue | International | Geographic Concentration        
REVENUE AND DEFERRED REVENUE        
Revenues $ 320 $ 321 $ 944 $ 897
Percentage of Revenues 2.00% 2.00% 3.00% 3.00%
v3.24.2.u1
REVENUE AND DEFERRED REVENUE - Summary of Revenue Generated in Product Category for Years Indicated (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
REVENUE AND DEFERRED REVENUE        
Revenues $ 16,450 $ 17,610 $ 33,867 $ 33,150
Product Category | U.S. | Revenue        
REVENUE AND DEFERRED REVENUE        
Revenues $ 16,130 $ 17,289 $ 32,923 $ 32,253
Percentage of Revenues 100.00% 100.00% 100.00% 100.00%
Product Category | U.S. | Revenue | NeuroStar Advanced Therapy System        
REVENUE AND DEFERRED REVENUE        
Revenues $ 4,000 $ 4,489 $ 7,310 $ 8,339
Percentage of Revenues 25.00% 26.00% 22.00% 26.00%
Product Category | U.S. | Revenue | Treatment Sessions        
REVENUE AND DEFERRED REVENUE        
Revenues $ 11,660 $ 12,314 $ 24,648 $ 22,957
Percentage of Revenues 72.00% 71.00% 75.00% 71.00%
Product Category | U.S. | Revenue | Other        
REVENUE AND DEFERRED REVENUE        
Revenues $ 470 $ 486 $ 965 $ 957
Percentage of Revenues 3.00% 3.00% 3.00% 3.00%
Product Category | International | Revenue        
REVENUE AND DEFERRED REVENUE        
Revenues $ 320 $ 321 $ 944 $ 897
Percentage of Revenues 100.00% 100.00% 100.00% 100.00%
Product Category | International | Revenue | NeuroStar Advanced Therapy System        
REVENUE AND DEFERRED REVENUE        
Revenues   $ 56 $ 259 $ 314
Percentage of Revenues   18.00% 27.00% 35.00%
Product Category | International | Revenue | Treatment Sessions        
REVENUE AND DEFERRED REVENUE        
Revenues $ 139 $ 126 $ 309 $ 310
Percentage of Revenues 43.00% 39.00% 33.00% 35.00%
Product Category | International | Revenue | Other        
REVENUE AND DEFERRED REVENUE        
Revenues $ 181 $ 139 $ 376 $ 273
Percentage of Revenues 57.00% 43.00% 40.00% 30.00%
v3.24.2.u1
DEBT - Summary of Composition of Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Feb. 29, 2024
Jan. 31, 2024
Dec. 31, 2023
DEBT        
Outstanding principal $ 60,000 $ 60,000 $ 60,000 $ 60,000
Accrued final payment fees 2,970     1,856
Less debt discounts (3,212)     (2,573)
Total debt, net 59,758     59,283
Less current portion (13,612)      
Long-term debt, net $ 46,146     $ 59,283
v3.24.2.u1
DEBT - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 29, 2024
Jan. 31, 2024
Mar. 29, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jul. 25, 2024
Dec. 31, 2023
Oct. 03, 2023
Sep. 29, 2023
DEBT                      
Interest expense       $ 2,000 $ 1,100 $ 3,800 $ 2,400        
Cash interest expense       1,700 1,000 3,300 2,100        
Non-cash interest expense       300 $ 100 500 $ 300        
Total borrowing amount $ 60,000 $ 60,000   $ 60,000   $ 60,000     $ 60,000    
Debt Instrument, Covenant Compliance On January 31, 2024 and February 29, 2024, the Company was not in compliance with its minimum net product revenue covenant under the SLR Facility. The Company was granted a waiver from SLR in the SLR Sixth Amendment for the covenant violations. The amount of borrowings affected by this noncompliance was $60 million On January 31, 2024 and February 29, 2024, the Company was not in compliance with its minimum net product revenue covenant under the SLR Facility. The Company was granted a waiver from SLR in the SLR Sixth Amendment for the covenant violations. The amount of borrowings affected by this noncompliance was $60 million       As of June 30, 2024, the Company was not in compliance with its minimum net product revenue covenant under the SLR Facility, see “Note 14. Debt” for further discussion. The amount of borrowing affected by this noncompliance was $60 million          
SLR Credit Facility                      
DEBT                      
Trailing twelve month net product revenue first threshold limit to pay exit fee     $ 100,000                
Trailing twelve month net product revenue Second threshold limit to pay exit fee     $ 125,000                
Solar Capital Ltd                      
DEBT                      
Prepayment fees percentage     2.00%                
Trailing twelve month net product revenue first threshold limit to pay exit fee     $ 100,000                
Trailing twelve month net product revenue Second threshold limit to pay exit fee     $ 125,000                
Percentage of exit fee for liquidation, dissolution, winding up or change of control of the Company     4.95%                
Percentage of exit fee upon achievement of any trailing twelve month revenues     1.00%                
Percentage of exit fee upon achievement of both trailing twelve month revenues     2.00%                
Solar Capital Ltd | Subsequent Event                      
DEBT                      
Line of credit facility, maximum borrowing capacity               $ 60,000      
Solar Capital Ltd | Prepaid on or Before First Anniversary of Funding                      
DEBT                      
Prepayment fees percentage     3.00%                
Solar Capital Ltd | Prepaid After First and on or Before Second Anniversary of Funding                      
DEBT                      
Prepayment fees percentage     2.00%                
Solar Capital Ltd | Prepaid After Second Anniversary of Funding                      
DEBT                      
Prepayment fees percentage     1.00%                
Solar Capital Ltd | Term A Loan                      
DEBT                      
Interest rate during the period     3.95%                
Solar Capital Ltd | Term A Loan | Minimum                      
DEBT                      
Interest rate during the period     5.65%                
Solar Capital Ltd | Term C Loan                      
DEBT                      
Total borrowing amount                   $ 60,000  
Solar Capital Ltd | $22.5 Million Credit Facility | Term C Loan                      
DEBT                      
Line of credit facility, maximum borrowing capacity                     $ 22,500
Borrowings outstanding under credit facility                   $ 22,500  
Solar Capital Ltd | SLR Credit Facility | Term C Loan                      
DEBT                      
Borrowings outstanding under credit facility     $ 2,500                
v3.24.2.u1
COMMON STOCK - Summary of Common Stock Issued and Reserved for Issuance (Details) - shares
shares in Thousands
Jun. 30, 2024
Dec. 31, 2023
COMMON STOCK    
Shares of common stock issued 30,136 29,092
Shares of common stock reserved for issuance for:    
Total shares of common stock issued and reserved for issuance 37,327 36,076
Common stock warrants    
Shares of common stock reserved for issuance for:    
Shares of common stock reserved for issuance 21 41
Stock options outstanding    
Shares of common stock reserved for issuance for:    
Shares of common stock reserved for issuance 1,258 1,270
Restricted stock units outstanding    
Shares of common stock reserved for issuance for:    
Shares of common stock reserved for issuance 3,433 3,360
Shares available for grant under stock incentive plans    
Shares of common stock reserved for issuance for:    
Shares of common stock reserved for issuance 855 978
Shares available for sale under employee stock purchase plan    
Shares of common stock reserved for issuance for:    
Shares of common stock reserved for issuance 1,624 1,335
v3.24.2.u1
COMMON STOCK - Summary of Outstanding Common Stock Warrants (Details) - $ / shares
shares in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
COMMON STOCK    
Warrants Outstanding 21 41
Exercise Price $9.73    
COMMON STOCK    
Warrants Outstanding   20
Exercise Price   $ 9.73
Expiration Date   2024-03
Exercise Price. $9.73    
COMMON STOCK    
Warrants Outstanding 21 21
Exercise Price $ 9.73 $ 9.73
Expiration Date 2024-12 2024-12
v3.24.2.u1
LOSS PER SHARE - Schedule of Potentially Dilutive Securities Outstanding Excluded from Diluted Loss Per Share Calculation (Details) - shares
shares in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Stock options    
LOSS PER SHARE    
Potentially dilutive securities outstanding excluded from diluted loss per share 1,258 1,277
Non-vested PRSUs    
LOSS PER SHARE    
Potentially dilutive securities outstanding excluded from diluted loss per share 395 395
Non-vested restricted stock units    
LOSS PER SHARE    
Potentially dilutive securities outstanding excluded from diluted loss per share 3,038 3,312
Common stock warrants    
LOSS PER SHARE    
Potentially dilutive securities outstanding excluded from diluted loss per share 21 61
v3.24.2.u1
SHARE-BASED COMPENSATION - Summary of Share-Based Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
SHARE-BASED COMPENSATION        
Total $ 1,563 $ 2,033 $ 2,901 $ 3,838
Cost of revenues        
SHARE-BASED COMPENSATION        
Total 37 36 71 72
Sales and marketing        
SHARE-BASED COMPENSATION        
Total 359 713 709 1,356
General and administrative        
SHARE-BASED COMPENSATION        
Total 976 1,115 1,753 2,082
Research and development        
SHARE-BASED COMPENSATION        
Total $ 191 $ 169 $ 368 $ 328
v3.24.2.u1
SHARE-BASED COMPENSATION - Additional Information (Details)
shares in Millions
1 Months Ended 3 Months Ended 6 Months Ended
Mar. 31, 2022
shares
Jun. 30, 2018
installment
shares
Jun. 30, 2024
USD ($)
shares
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
shares
Jun. 30, 2023
USD ($)
Dec. 31, 2020
shares
SHARE-BASED COMPENSATION              
Share-based compensation expenses     $ 1,563,000 $ 2,033,000 $ 2,901,000 $ 3,838,000  
Stock options              
SHARE-BASED COMPENSATION              
Share-based compensation expenses     100,000 100,000 100,000 300,000  
Unrecognized compensation cost related to non-vested stock options     0   0    
Restricted Stock Units and PRSUs              
SHARE-BASED COMPENSATION              
Share-based compensation expenses     1,500,000 $ 1,900,000 $ 2,800,000 $ 3,600,000  
Non-vested awards not yet recognized weighted-average period for recognition         2 years    
Unrecognized compensation cost related to non-vested restricted stock     $ 8,800,000   $ 8,800,000    
Fair value of restricted stock vested         $ 4,000,000.0    
2018 Plan              
SHARE-BASED COMPENSATION              
Annual percentage increase in number of shares authorized for issuance   4.00%          
Vesting terms of stock options   stock options vest 25% upon the first anniversary of the date of grant and the remainder ratably monthly thereafter for 36 months. Restricted stock units generally vest ratably in three equal installments on the first, second and third anniversaries of the grant date.          
Number of vesting installments | installment   3          
Shares available for future issuance | shares     0.7   0.7    
2018 Plan | PRSUs | Common Stock              
SHARE-BASED COMPENSATION              
Weighted average price, number of days trailing   30 days          
2018 Plan | First Anniversary of Date of Grant              
SHARE-BASED COMPENSATION              
Vesting percentage of stock options   25.00%          
2018 Plan | Maximum              
SHARE-BASED COMPENSATION              
Number of shares authorized for issuance | shares   1.4          
Maximum contractual term of stock options   10 years          
2020 Plan              
SHARE-BASED COMPENSATION              
Number of additional shares authorized for issuance | shares 0.5            
Shares available for future issuance | shares     0.1   0.1    
2020 Plan | Maximum              
SHARE-BASED COMPENSATION              
Number of shares authorized for issuance | shares             0.4
v3.24.2.u1
SHARE-BASED COMPENSATION - Summary of Stock Option Activity (Details) - Stock options - USD ($)
6 Months Ended
Jun. 30, 2024
SHARE-BASED COMPENSATION  
Number of Shares under Option, Outstanding, Beginning balance 1,270,000
Number of Shares under Option, Granted 0
Number of Shares under Option, Forfeited and Expired (12,000)
Number of Shares under Option, Outstanding, Ending balance 1,258,000
Number of Shares under Option, Exercisable 1,237,000
Number of Shares under Option, Vested and expected to vest 1,258,000
Weighted-average Exercise Price per Option, Outstanding, Beginning balance $ 3.90
Weighted-average Exercise Price per Option, Forfeited and Expired 11.48
Weighted-average Exercise Price per Option, Outstanding, Ending balance 3.82
Weighted-average Exercise Price per Option, Exercisable 3.85
Weighted-average Exercise Price per Option, Vested and expected to vest $ 3.82
Weighted-average Remaining Contractual Life, Outstanding 5 years 9 months 18 days
Weighted-average Remaining Contractual Life, Exercisable 5 years 8 months 12 days
Weighted-average Remaining Contractual Life, Vested and expected to vest 5 years 9 months 18 days
Aggregate average Intrinsic Value, Outstanding $ 5,100
Aggregate average Intrinsic Value, Exercisable 5,100
Aggregate average Intrinsic Value, Vested and expected to vest $ 5,100
v3.24.2.u1
SHARE-BASED COMPENSATION - Summary of Restricted Stock Units and PRSUs Activity (Details)
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Restricted stock units  
SHARE-BASED COMPENSATION  
Non-vested, Beginning balance 2,965,000
Granted 1,535,000
Vested (1,226,000)
Forfeited (236,000)
Non-vested, Ending balance 3,038,000
Weighted-average Grant-date Fair Value, Non-vested, Beginning balance | $ / shares $ 4.37
Weighted-average Grant-date Fair Value, Granted | $ / shares 3.24
Weighted-average Grant-date Fair Value, Vested | $ / shares 4.61
Weighted-average Grant-date Fair Value, Forfeited | $ / shares 4.36
Weighted-average Grant-date Fair Value, Non-vested, Ending balance | $ / shares $ 3.69
PRSUs  
SHARE-BASED COMPENSATION  
Non-vested, Beginning balance 395,000
Granted 0
Non-vested, Ending balance 395,000
Weighted-average Grant-date Fair Value, Non-vested, Beginning balance | $ / shares $ 6.77
Weighted-average Grant-date Fair Value, Non-vested, Ending balance | $ / shares $ 6.77
v3.24.2.u1
SEGMENT INFORMATION - Additional Information (Details)
6 Months Ended
Jun. 30, 2024
segment
SEGMENT INFORMATION  
Number of operating business segment 1
v3.24.2.u1
GOVERNMENT ASSISTANCE (Details)
$ in Millions
6 Months Ended
Jun. 30, 2024
USD ($)
Employee Retention Credit  
GOVERNMENT ASSISTANCE  
Government assistance amount recognized in income statement $ 2.9
v3.24.2.u1
SUBSEQUENT EVENTS - Additional Information (Details)
$ in Millions
Jul. 25, 2024
USD ($)
D
tranche
shares
Mar. 29, 2023
SLR    
SUBSEQUENT EVENTS    
Prepayment fees percentage   2.00%
SLR | Prepaid on or Before First Anniversary of Funding    
SUBSEQUENT EVENTS    
Prepayment fees percentage   3.00%
SLR | Prepaid After First and on or Before Second Anniversary of Funding    
SUBSEQUENT EVENTS    
Prepayment fees percentage   2.00%
SLR | Prepaid After Second Anniversary of Funding    
SUBSEQUENT EVENTS    
Prepayment fees percentage   1.00%
Subsequent Event | SLR    
SUBSEQUENT EVENTS    
Line of credit facility, maximum borrowing capacity $ 60.0  
Subsequent Event | Perceptive    
SUBSEQUENT EVENTS    
Line of credit facility, maximum borrowing capacity $ 90.0  
Term loans number of tranches | tranche 3  
Basis spread on variable rate 7.00%  
Threshold rate considered for calculating floating interest rate 4.50%  
Number of warrants issued | shares 1,462,500  
Number of days volume weighted average price prior to closing date | D 10  
Number of days volume weighted average price on specific date | D 10  
Liquidity covenant amount $ 5.0  
Subsequent Event | Perceptive | Prepaid on or Before First Anniversary of Funding    
SUBSEQUENT EVENTS    
Prepayment fees percentage 6.00%  
Subsequent Event | Perceptive | Prepaid After First and on or Before Second Anniversary of Funding    
SUBSEQUENT EVENTS    
Prepayment fees percentage 5.00%  
Subsequent Event | Perceptive | Prepaid After Second Anniversary of Funding    
SUBSEQUENT EVENTS    
Prepayment fees percentage 4.00%  
Subsequent Event | Perceptive | Prepaid After the Third Anniversary of Funding    
SUBSEQUENT EVENTS    
Prepayment fees percentage 3.00%  
Subsequent Event | Perceptive, Tranche One    
SUBSEQUENT EVENTS    
Borrowings outstanding under credit facility $ 50.0  
Warrant exercisable | shares 1,125,000  
Subsequent Event | Perceptive, Tranche Two    
SUBSEQUENT EVENTS    
Borrowings outstanding under credit facility $ 15.0  
Warrant exercisable | shares 337,500  
Subsequent Event | Perceptive, Tranche Three    
SUBSEQUENT EVENTS    
Borrowings outstanding under credit facility $ 25.0  

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