false 0001227636 0001227636 2025-03-04 2025-03-04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 4, 2025
NEURONETICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-38546 |
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33-1051425 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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3222 Phoenixville Pike, Malvern, PA |
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19355 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (610) 640-4202
(Former name or former address, if changed since last report.) Not applicable.
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol (s) |
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Name on each exchange on which registered |
Common Stock ($0.01 par value) |
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STIM |
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The Nasdaq Global Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Item 2.02 |
Results of Operations and Financial Condition. |
Neuronetics, Inc. (the “Company”) issued a press release on March 4, 2025, announcing its financial results for the three months ended December 31, 2024. A copy of the press release is being furnished to the Securities and Exchange Commission (“SEC”) as Exhibit 99.1 to this report on Form 8-K and is incorporated by reference to this Item 2.02.
***
The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished.
Item 7.01 |
Regulation FD Disclosure. |
On March 4, 2025, Neuronetics released a presentation (the “Presentation”) that it may present to certain investors. A copy of the Presentation is attached hereto as Exhibit 99.2. The information contained in Exhibit 99.2 is incorporated herein by reference.
The information in this report furnished pursuant to Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Exchange Act or the Securities Act whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished.
“Safe harbor” statement under the Private Securities Litigation Reform Act of 1995:
Certain statements in this report, including the documents incorporated by reference herein, include “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act which are intended to be covered by the safe harbors created by those laws and other applicable laws and “forward-looking information” within the meaning of applicable Canadian securities laws. Statements in this report that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terms such as “outlook,” “potential,” “believe,” “expect,” “plan,” “anticipate,” “predict,” “may,” “will,” “could,” “would” and “should” as well as the negative of these terms and similar expressions. These statements are subject to significant risks and uncertainties and actual results could differ materially from those projected. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this report. These risks and uncertainties include, without limitation, risks and uncertainties related to: the effect of the transaction with Greenbrook, on the Company’s business relationships, operating results and business generally; the Company’s ability to execute its business strategy; the Company’s ability to achieve or sustain profitable operations due to its history of losses; the Company’s ability to successfully complete the announced restructuring plans; the Company’s reliance on the sale and use of the NeuroStar Advanced Therapy System to generate revenues; the scale and efficacy of the Company’s salesforce; the Company’s ability to retain talent; availability of coverage and reimbursement from third-party payors for treatments using the Company’s products; physician and patient demand for treatments using the Company’s products; developments in competing technologies and therapies for the indications that the Company’s products treat; product defects; the Company’s revenue has been concentrated among a small number of customers; the Company’s ability to obtain and maintain intellectual property protection for its technology; developments in clinical trials or regulatory review of the NeuroStar System for additional indications; developments in regulation in the U.S. and other applicable jurisdictions; the terms of the Company’s credit facility;
the Company’s ability to successfully roll-out the Company’s Better Me Provider program on the planned timeline; the Company’s self-sustainability and existing cash balances; and the Company’s ability to achieve cash flow positive in the third quarter of 2025. For a discussion of these and other related risks, please refer to the Company’s recent filings with the SEC, which are available on the SEC’s website at www.sec.gov, including, without limitation, the factors described under the heading “Risk Factors” in Neuronetics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and Greenbrook’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, as each may be updated or supplemented by subsequent reports that Neuronetics has filed or files with the SEC. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this report. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this report as a result of new information, future events, or changes in the Company’s expectations.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEURONETICS, INC. |
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(Registrant) |
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Date: March 4, 2025 |
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By: |
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/s/ Stephen Furlong |
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Name: |
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Stephen Furlong |
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Title: |
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EVP, Chief Financial Officer and Treasurer |
Exhibit 99.1
Neuronetics Reports Fourth Quarter and Full Year 2024 Financial and Operating Results
MALVERN, PA., March 4, 2025 Neuronetics, Inc. (NASDAQ: STIM) (the Company or Neuronetics) a vertically integrated,
commercial stage, medical technology and healthcare company with a strategic vision of transforming the lives of patients whenever and wherever they need help, with the leading neurohealth therapies in the world, today announced its financial and
operating results for the fourth quarter and full year of 2024.
Fourth Quarter 2024 Highlights
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Acquired Greenbrook TMS on December 9, 2024 |
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Received an incremental $10 million in funding from Perceptive Advisors
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Fourth quarter 2024 revenue of $22.5 million, a 11% increase as compared to the fourth
quarter 2023 |
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U.S. NeuroStar Advanced Therapy System revenue of $3.8 million in the quarter
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U.S. treatment session revenue of $12.9 million |
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No Greenbrook treatment session revenues are included after the December 9, 2024
transaction close |
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Greenbrook TMS revenue from December 10 to December 31, 2024 included in
the results |
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U.S. clinic revenue of $4.4 million, representing Greenbrook TMS revenue subsequent to its
acquisition |
Full Year 2024 Highlights
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Full year 2024 revenue of $74.9 million, a 5% increase as compared to full year 2023
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Full year 2024 U.S. treatment session revenue of $50.8 million |
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Received FDA clearance for the treatment of adolescents 15 and older |
Recent Operational Highlights
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Completed secondary offering of 9,200,000 shares of our common stock raising approximately
$18.9 million in net cash in February 2025 |
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Fully executed actions to realize over $21 million of the targeted
$22 million in expected annualized cost synergies related to the acquisition of Greenbrook |
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Achieved milestone of over 195,000 global patients treated with 7.1 million treatment
sessions |
2024 was a defining year for Neuronetics as weve strategically transformed our business model and market
position, said Keith J. Sullivan, President and Chief Executive Officer of Neuronetics. By expanding our Better Me Provider network and acquiring Greenbrook, weve created an unparalleled TMS treatment platform while rapidly
improving our financial position.
Keith J. Sullivan continued, The early results speak for themselves Better Me Provider
(BMP) participants are treating more patients than non-participants as a result of complying with our five patient responsiveness standards. As we apply these proven methods across our expanded
network and execute on our Greenbrook integration, were building momentum toward our dual objectives of double-digit revenue growth for the year and becoming cash flow positive in Q3 2025. Neuronetics now stands as the clear leader in TMS
therapy, uniquely positioned to expand mental health access while delivering shareholder value through operational excellence and sustainable growth.
Fourth Quarter 2024 Financial and Operating Results for the Three Months Ended December 31, 2024
These results reflect Neuronetics standalone performance through December 8, 2024, and combined performance with Greenbrook TMS for the
remainder of the year.
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Revenues by Geography Three Months Ended December 31, |
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2024 |
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2023 |
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Amount |
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Amount |
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% Change |
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(Unaudited; in thousands, except percentages) |
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U.S. |
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$ |
21,642 |
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$ |
19,872 |
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9 |
% |
International |
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851 |
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442 |
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93 |
% |
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Total revenues |
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$ |
22,493 |
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$ |
20,314 |
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11 |
% |
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Total revenue for the three months ended December 31, 2024 was $22.5 million, an increase of 11% compared to the
revenue of $20.3 million in the fourth quarter of 2023. During the quarter, total U.S. revenue increased by 9% and international revenue increased by 93% over the fourth quarter of 2023. The increase in U.S. revenue was primarily attributable
to U.S. clinic revenue, added as a result of the acquisition of Greenbrook.
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U.S. Revenues by Product Category
Three Months Ended December 31, |
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2024 |
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2023 |
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Amount |
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Amount |
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% Change |
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(Unaudited; in thousands, except percentages) |
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NeuroStar Advanced Therapy System |
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$ |
3,849 |
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$ |
4,524 |
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(15 |
)% |
Treatment sessions |
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12,858 |
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14,878 |
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(14 |
)% |
Clinic revenue |
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4,445 |
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% |
Other |
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490 |
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470 |
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4 |
% |
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Total U.S. revenues |
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$ |
21,642 |
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$ |
19,872 |
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9 |
% |
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U.S. NeuroStar Advanced Therapy System revenue for the three months ended December 31, 2024 was $3.8 million, a
decrease of 15% compared to $4.5 million in the fourth quarter of 2023. For the three months ended December 31, 2024, and 2023, the Company shipped 46 and 59 systems, respectively. While the number of systems decreased, the average selling
price per system increased by 6%.
U.S. treatment session revenue for the three months ended December 31, 2024 was $12.9 million, a decrease of
14% compared to $14.9 million in the fourth quarter of 2023.The decline was primarily driven by the elimination of $1.1million in treatment session revenue to Greenbrook subsequent to the acquisition U.S. clinic revenue, which represents
revenue generated by Greenbrook, was $4.4 million for the three months ended December 31, 2024.
U.S. clinic revenue, which represents revenue
generated by Greenbrook, was $4.4 million for the three months ended December 31, 2024.
Gross margin for the fourth quarter of 2024 was 66.2%,
a decrease of approximately 1,140 basis points from the fourth quarter of 2023 gross margin of 77.6%. The decrease in gross margin was primarily a result of the inclusion of Greenbrooks clinic business and reduction in Treatment session
revenue.
Operating expenses during the fourth quarter of 2024 were $25.8 million, an increase of $5.6 million, or 28%, compared to
$20.2 million in the fourth quarter of 2023, mainly attributable to professional fees incurred related to the Greenbrook acquisition, and the inclusion of Greenbrooks expenses subsequent to the acquisition.
Net loss for the fourth quarter of 2024 was $(12.2) million, or $(0.33) per share, as compared to $(5.4) million, or $(0.19) per share, in the fourth quarter
of 2023. Net loss per share was based on 36,673,505 and 29,048,367 weighted average common shares outstanding for the fourth quarters of 2024 and 2023, respectively.
Adjusted EBITDA excludes certain adjustments, including acquisition related expenses, software impairment,
loss on extinguishment of debt and inventory impairment, to provide a more accurate reflection of the companys core operational performance. Adjusted EBITDA for the fourth quarter of 2024 was $0.1 million as compared to the fourth quarter
of 2023 Adjusted EBITDA of $(3.0) million. See the accompanying financial table that reconciles Adjusted EBITDA, which is a non-GAAP financial measure, to net loss.
Full year Financial and Operating Results
These results
reflect Neuronetics standalone performance through December 8, 2024, and combined performance with Greenbrook TMS for the remainder of the year.
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Revenues by Geography Year ended December 31, |
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2024 |
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2023 |
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Amount |
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Amount |
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% Change |
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(Unaudited; in thousands, except percentages) |
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U.S. |
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$ |
72,488 |
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$ |
69,336 |
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5 |
% |
International |
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2,402 |
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2,012 |
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19 |
% |
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Total revenues |
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$ |
74,890 |
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$ |
71,348 |
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5 |
% |
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Total revenue increased by $3.6 million or 5%, from $71.3 million of the year ended December 31, 2023 to
$74.9 million for the year ended December 31, 2024. For the year ended December 31, 2024, U.S. revenue increased by 5% and international revenue increased by 19% over the comparative prior year period. The U.S. revenue growth was
primarily due to the addition of U.S. clinic revenue and the international revenue growth was primarily driven by an increase in NeuroStar Advanced Therapy System revenue.
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U.S. Revenues by Product Category
Year ended December 31, |
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2024 |
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2023 |
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Amount |
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Amount |
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% Change |
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(Unaudited; in thousands, except percentages) |
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NeuroStar Advanced Therapy System |
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$ |
15,267 |
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$ |
16,460 |
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(7 |
)% |
Treatment sessions |
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50,832 |
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50,896 |
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% |
Clinic revenue |
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4,445 |
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% |
Other |
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1,944 |
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1,980 |
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(2 |
)% |
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Total U.S. revenues |
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$ |
72,488 |
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$ |
69,336 |
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5 |
% |
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U.S. NeuroStar Advanced Therapy System revenue decreased by $1.2 million or 7%, in the year ended December 31, 2024
compared to the year ended December 31, 2023. For the periods ended December 31, 2024 and 2023, the Company shipped 185 and 205 systems, respectively.
U.S. treatment session revenues were essentially flat compared to the year ended December 31, 2023.
U.S. clinic revenue, which represents revenue generated by Greenbrook, was $4.4 million.
Gross margin for the full year 2024 was 72.3%, a decrease of approximately 20 basis points from the full year 2023 gross margin of 72.5%.
Operating expenses during the full year 2024 were $88.2 million, an increase of $5.9 million, or 7% compared to $82.3 million in the full year
2023. The increase was mainly attributable to professional fees incurred related to the Greenbrook acquisition, and the inclusion of Greenbrooks expenses subsequent to the acquisition.
Net loss for the full year 2024 was $(43.2) million, or $(1.37) per share, as compared to full year 2023 net
loss of $(30.2) million, or $(1.05) per share. Net loss per share was based on 31,626,135 and 28,657,819 weighted-average common shares outstanding for the years ended 2024 and 2023, respectively. There were 55,679,501 shares outstanding as of
December 31, 2024.
Adjusted EBITDA excludes certain adjustments, including acquisition related expenses, software impairment, loss on extinguishment
of debt and inventory impairment, to provide a more accurate reflection of the companys core operational performance. For the full year 2024, Adjusted EBITDA was $(21.4) million compared to $(21.0) million for the full year 2023. See the
accompanying financial table that reconciles Adjusted EBITDA, which is a non-GAAP financial measure, to net loss.
Cash and cash equivalents were $18.5 million as of December 31, 2024. This compares to cash and cash equivalents of $59.7 million as of
December 31, 2023.
Neuronetics and Greenbrook TMS Transaction Closed
Effective as of December 9, 2024, Neuronetics successfully completed its acquisition of Greenbrook TMS Inc., creating a transformative combination in
mental health therapy delivery. The transaction united Neuronetics NeuroStar technology platform with Greenbrooks network of 95 treatment clinics across the United States. Concurrent with closing, Neuronetics secured an additional
$10 million tranche from its Perceptive credit facility to support the combined enterprise operations. The integration planning teams have already made significant progress in implementing strategic initiatives aimed at driving profitable
growth and recognizing operational cost synergies, of which the actions to realize over $21 million of the targeted $22 million in expected annualized cost synergies have been executed. The remaining synergies are expected to be fully
acted upon and captured during 2025.
FDA Clearance as a First-Line Add-On Treatment for Adolescents with
Depression
In March 2024, Neuronetics received U.S. Food and Drug Administration (FDA) clearance for its NeuroStar Advanced Therapy as the
first and only transcranial magnetic stimulation (TMS) treatment cleared as a first line, adjunct for major depressive disorder (MDD) in adolescents aged 15-21. The FDA clearance was
supported by real-world data from the Companys TrakStar database showing 78% of adolescent patients treated with NeuroStar achieved clinically meaningful improvement in their depression severity. This clearance opened up a new treatment option
for the large adolescent MDD patient population that had extremely limited FDA-approved treatment options available previously. With the addition of the adolescent indication, Neuronetics total
addressable market for MDD increased by approximately 35% to 29.3 million patients.
Strategic Financing Strengthens Balance Sheet
Subsequent to quarter end, Neuronetics successfully completed an $18.9 million public offering of common stock, strengthening the Companys financial
position and providing additional flexibility to execute on key growth initiatives. This financing enhances the Companys ability to potentially accelerate high-return programs such as the SPRAVATO buy-and-bill expansion, accelerate BMP implementation across the broader network, and enhance capabilities - all while maintaining the Companys projected timeline to be cash flow positive in the third
quarter of 2025.
Business Outlook
For the first
quarter of 2025, the Company expects total worldwide revenue between $28.0 million and $30.0 million.
For the full year 2025, the Company
expects total worldwide revenue to be between $145.0 million and $155.0 million.
For the full year 2025, the Company expects gross margin to be
approximately 55%.
For the full year 2025, the Company expects total operating expenses to be between $90.0 million and
$98.0 million.
Webcast and Conference Call Information
Neuronetics management team will host a conference call on March 4, 2025, beginning at 8:30 a.m. Eastern Time.
The conference call will be broadcast live in listen-only mode via webcast at https://edge.media-server.com/mmc/p/a3eb5opb. To listen to the conference
call on your telephone, you may register for the call here. While it is not required, it is recommended you join 10 minutes prior to the event start.
About Neuronetics
Neuronetics, Inc. believes that mental
health is as important as physical health. As a global leader in neuroscience, Neuronetics is delivering more treatment options to patients and physicians by offering exceptional in-office treatments that
produce extraordinary results. NeuroStar Advanced Therapy (NeuroStar Therapy) is a non-drug, noninvasive treatment that can improve the quality of life for people suffering from neurohealth
conditions when traditional medication has not helped. In addition to selling the NeuroStar Advanced Therapy System (the NeuroStar System) and associated treatment sessions to customers, Neuronetics operates Greenbrook TMS Inc.
(Greenbrook) treatment centers across the United States, offering NeuroStar Therapy for the treatment of MDD and other mental health disorders.
NeuroStar Therapy is indicated for the treatment of depressive episodes and for decreasing anxiety symptoms for those who may exhibit comorbid anxiety
symptoms in adult patients suffering from MDD and who failed to achieve satisfactory improvement from previous antidepressant medication treatment in the current episode. It is also cleared by the U.S. Food and Drug Administration, as an adjunct for
adults with obsessive-compulsive disorder and for adolescent patients aged 15 to 21 with MDD. Neuronetics is committed to transforming lives by offering an exceptional treatment that produces extraordinary results.
Safe harbor statement under the Private Securities Litigation Reform Act of 1995:
Certain statements in this press release, including the documents incorporated by reference herein, include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws
and other applicable laws and forward-looking information within the meaning of applicable Canadian securities laws. Statements in this press release that are not historical facts constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terms such as outlook, potential, believe, expect, plan,
anticipate, predict, may, will, could, would and should as well as the negative of these terms and similar expressions. These statements are subject to significant
risks and uncertainties and actual results could differ materially from those projected. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this press release. These risks and uncertainties
include, without limitation, risks and uncertainties related to: the effect of the transaction with Greenbrook, on the Companys business relationships, operating results and business generally; the Companys ability to execute its
business strategy; the Companys ability to achieve or sustain profitable operations due to its history of losses; the Companys ability to successfully complete the announced restructuring plans; the Companys reliance on the sale
and use of the NeuroStar Advanced Therapy System to generate revenues; the scale and efficacy of the Companys salesforce; the Companys ability to retain talent; availability of coverage and reimbursement from third-party payors for
treatments using the Companys products; physician and patient demand for treatments using the Companys products; developments in competing technologies and therapies for the indications that the Companys products treat; product
defects; the Companys revenue has been concentrated among a small number of customers; the Companys ability to obtain and maintain intellectual property protection for its technology; developments in clinical trials or regulatory review
of the NeuroStar System for additional indications; developments in regulation in the U.S. and other applicable jurisdictions; the terms of the Companys credit facility; the Companys ability to successfully
roll-out the Companys Better Me Provider program on the planned timeline; the Companys self-sustainability and existing cash balances; and the Companys ability to achieve cash flow positive
in the third quarter of 2025. For a discussion of these and other related risks, please refer to the Companys recent filings with the SEC, which are available on the SECs website at www.sec.gov, including, without limitation, the factors
described under the heading Risk Factors in Neuronetics Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and Greenbrooks Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and its Quarterly Report
on Form 10-Q for the quarter ended June 30, 2024, as each may be updated or supplemented by subsequent reports that Neuronetics has filed or files with the SEC. These forward-looking statements are based
on the Companys expectations and assumptions as of the date of this press release. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of
new information, future events, or changes in the Companys expectations.
Investor Contact:
Mike Vallie or Mark Klausner
ICR Healthcare
443-213-0499
ir@neuronetics.com
Media Contact:
EvolveMKD
646-517-4220
NeuroStar@evolvemkd.com
NEURONETICS, INC.
Statements of Operations
(Unaudited; In thousands, except per share data)
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Three Months ended December 31, |
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Year ended December 31, |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenues |
|
$ |
22,493 |
|
|
$ |
20,314 |
|
|
$ |
74,890 |
|
|
$ |
71,348 |
|
Cost of revenues |
|
|
7,600 |
|
|
|
4,543 |
|
|
|
20,729 |
|
|
|
19,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
14,893 |
|
|
|
15,771 |
|
|
|
54,161 |
|
|
|
51,705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
9,854 |
|
|
|
11,716 |
|
|
|
45,674 |
|
|
|
47,318 |
|
General and administrative |
|
|
10,216 |
|
|
|
6,276 |
|
|
|
29,756 |
|
|
|
25,426 |
|
Research and development |
|
|
5,772 |
|
|
|
2,206 |
|
|
|
12,771 |
|
|
|
9,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
25,842 |
|
|
|
20,198 |
|
|
|
88,201 |
|
|
|
82,259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(10,949 |
) |
|
|
(4,427 |
) |
|
|
(34,040 |
) |
|
|
(30,554 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (income) expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
1,757 |
|
|
|
1,843 |
|
|
|
7,286 |
|
|
|
5,424 |
|
Loss on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
4,427 |
|
|
|
|
|
Other income, net |
|
|
(548 |
) |
|
|
(893 |
) |
|
|
(2,549 |
) |
|
|
(5,789 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(12,158 |
) |
|
$ |
(5,377 |
) |
|
$ |
(43,204 |
) |
|
$ |
(30,189 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share of common stock outstanding, basic and diluted |
|
$ |
(0.33 |
) |
|
$ |
(0.19 |
) |
|
$ |
(1.37 |
) |
|
$ |
(1.05 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding, basic and diluted |
|
|
36,674 |
|
|
|
29,048 |
|
|
|
31,626 |
|
|
|
28,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NEURONETICS, INC.
Balance Sheets
(Unaudited; In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2024 |
|
|
2023 |
|
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
18,459 |
|
|
$ |
59,677 |
|
Restricted cash |
|
|
1,000 |
|
|
|
|
|
Accounts receivable, net |
|
|
23,355 |
|
|
|
15,782 |
|
Inventory |
|
|
4,248 |
|
|
|
8,093 |
|
Current portion of net investments in sales-type leases |
|
|
206 |
|
|
|
905 |
|
Current portion of prepaid commission expense |
|
|
3,078 |
|
|
|
2,514 |
|
Current portion of note receivables |
|
|
930 |
|
|
|
2,056 |
|
Prepaid expenses and other current assets |
|
|
6,846 |
|
|
|
4,766 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
58,122 |
|
|
|
93,793 |
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
6,242 |
|
|
|
2,009 |
|
Goodwill |
|
|
13,988 |
|
|
|
|
|
Identified Intangibles, net |
|
|
16,798 |
|
|
|
|
|
Operating lease
right-of-use assets |
|
|
27,093 |
|
|
|
2,773 |
|
Net investments in sales-type leases |
|
|
86 |
|
|
|
661 |
|
Prepaid commission expense |
|
|
8,902 |
|
|
|
8,370 |
|
Long-term notes receivable |
|
|
295 |
|
|
|
3,795 |
|
Other assets |
|
|
1,923 |
|
|
|
4,430 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
133,449 |
|
|
$ |
115,831 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
11,077 |
|
|
$ |
4,752 |
|
Accrued expenses |
|
|
13,044 |
|
|
|
12,595 |
|
Deferred revenue |
|
|
974 |
|
|
|
1,620 |
|
Deferred and contingent consideration |
|
|
1,000 |
|
|
|
|
|
Other payables |
|
|
605 |
|
|
|
|
|
Current portion of operating lease liabilities |
|
|
4,791 |
|
|
|
845 |
|
Total current liabilities |
|
|
31,492 |
|
|
|
19,812 |
|
|
|
|
|
|
|
|
|
|
Long-term debt, net |
|
|
55,151 |
|
|
|
59,283 |
|
Deferred revenue |
|
|
2 |
|
|
|
200 |
|
Operating lease liabilities |
|
|
22,686 |
|
|
|
2,346 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
109,331 |
|
|
|
81,641 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value: 10,000 shares authorized; no shares issued or outstanding on
December 31, 2024 and December 31, 2023 |
|
|
|
|
|
|
|
|
Common stock, $0.01 par value: 250,000 shares authorized; 55,679 and 29,092 shares issued and
outstanding on December 31, 2024 and December 31, 2023, respectively |
|
|
557 |
|
|
|
291 |
|
Additional paid-in capital |
|
|
446,938 |
|
|
|
409,980 |
|
Accumulated deficit |
|
|
(419,285 |
) |
|
|
(376,081 |
) |
|
|
|
|
|
|
|
|
|
Total Stockholders equity excluding non-controlling
interest |
|
|
28,210 |
|
|
|
34,190 |
|
Non-controlling interest |
|
|
(4,091 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and Stockholders equity |
|
$ |
133,449 |
|
|
$ |
115,831 |
|
|
|
|
|
|
|
|
|
|
NEURONETICS, INC.
Statements of Cash Flows
(Unaudited; In thousands)
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
2024 |
|
|
2023 |
|
Cash flows from Operating activities: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(43,204 |
) |
|
$ |
(30,189 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
2,069 |
|
|
|
2,006 |
|
Capitalized Software impairment |
|
|
3,956 |
|
|
|
|
|
Allowance for credit losses |
|
|
2,055 |
|
|
|
390 |
|
Inventory impairment |
|
|
626 |
|
|
|
1,905 |
|
Share-based compensation |
|
|
5,602 |
|
|
|
7,319 |
|
Non-cash interest expense |
|
|
771 |
|
|
|
634 |
|
Loss on extinguishment of debt |
|
|
4,427 |
|
|
|
|
|
Loss on disposal of property and equipment |
|
|
28 |
|
|
|
|
|
Changes in certain assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
|
(3,727 |
) |
|
|
(8,831 |
) |
Inventory |
|
|
3,150 |
|
|
|
(1,098 |
) |
Net investment in sales-type leases |
|
|
997 |
|
|
|
1,193 |
|
Prepaid commission expense |
|
|
(1,096 |
) |
|
|
(1,319 |
) |
Prepaid expenses and other assets |
|
|
(1,155 |
) |
|
|
(2,845 |
) |
Accounts payable |
|
|
(1,985 |
) |
|
|
2,029 |
|
Accrued expenses |
|
|
(2,602 |
) |
|
|
(2,243 |
) |
Other Liabilities |
|
|
(66 |
) |
|
|
|
|
Deferred revenue |
|
|
(843 |
) |
|
|
(989 |
) |
|
|
|
|
|
|
|
|
|
Net Cash used in Operating activities |
|
|
(30,997 |
) |
|
|
(32,038 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from Investing activities: |
|
|
|
|
|
|
|
|
Purchases of property and equipment and capitalized software |
|
|
(1,466 |
) |
|
|
(2,369 |
) |
Fees paid on acquisition, net of cash acquired |
|
|
(2,553 |
) |
|
|
|
|
Repayment of notes receivable |
|
|
1,606 |
|
|
|
1,047 |
|
|
|
|
|
|
|
|
|
|
Net Cash used in Investing activities |
|
|
(2,413 |
) |
|
|
(1,322 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from Financing activities: |
|
|
|
|
|
|
|
|
Payments of debt issuance costs |
|
|
(2,624 |
) |
|
|
(1,104 |
) |
Proceeds from issuance of long-term debt |
|
|
57,479 |
|
|
|
25,000 |
|
Proceeds from issuance of warrants |
|
|
2,521 |
|
|
|
|
|
Repayment of long-term debt |
|
|
(60,000 |
) |
|
|
(1,200 |
) |
Payment for debt extinguishment cost |
|
|
(4,185 |
) |
|
|
|
|
Proceeds from exercises of stock options |
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
Net Cash (used in) provided by Financing activities |
|
|
(6,808 |
) |
|
|
22,697 |
|
|
|
|
|
|
|
|
|
|
Net decrease in Cash and Cash equivalents |
|
|
(40,218 |
) |
|
|
(10,663 |
) |
Cash and Cash equivalents, Beginning of Period |
|
|
59,677 |
|
|
|
70,340 |
|
|
|
|
|
|
|
|
|
|
Cash, Cash equivalents and restricted cash, End of Period |
|
$ |
19,459 |
|
|
$ |
59,677 |
|
|
|
|
|
|
|
|
|
|
Non-GAAP Financial Measures (Unaudited)
EBITDA and adjusted EBITDA are not measures of financial performance under generally accepted accounting principles in the U.S.(GAAP), and should
not be construed as a substitute for, or superior to, GAAP net loss. However, management uses both the GAAP and non-GAAP financial measures internally to evaluate and manage the Companys operations and
to better understand its business. Further, management believes that the addition of the non-GAAP financial measures provides meaningful supplementary information to, and facilitates analysis by, investors in
evaluating the Companys financial performance, results of operations and trends. The Companys calculation of EBITDA and adjusted EBITDA may not be comparable to similarly designated measures reported by other companies, because companies
and investors may differ as to what type of events warrant adjustment.
The following table reconciles reported net loss to EBITDA and Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months ended December 31, |
|
|
Year ended December 31, |
|
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
|
(in thousands) |
|
|
(in thousands) |
|
Net loss |
|
$ |
(12,158 |
) |
|
$ |
(5,377 |
) |
|
$ |
(43,204 |
) |
|
$ |
(30,189 |
) |
Interest expense, net |
|
|
1,209 |
|
|
|
1,843 |
|
|
|
4,737 |
|
|
|
5,424 |
|
Income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
442 |
|
|
|
503 |
|
|
|
2,148 |
|
|
|
2,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
(10,507 |
) |
|
$ |
(3,031 |
) |
|
$ |
(36,319 |
) |
|
$ |
(22,759 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition related expense (Note. 1) |
|
|
6,584 |
|
|
|
|
|
|
|
6,584 |
|
|
|
|
|
Software impairment (Note. 2) |
|
|
4,031 |
|
|
|
|
|
|
|
4,034 |
|
|
|
|
|
Loss on extinguishment of debt (Note.3) |
|
|
|
|
|
|
|
|
|
|
4,427 |
|
|
|
|
|
Inventory impairment on circuit boards (Note.4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
108 |
|
|
$ |
(3,031 |
) |
|
$ |
(21,274 |
) |
|
$ |
(21,012 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
In connection with the acquisition of Greenbrook, the Company incurred acquisition related expenses totaling
approximately $6.6 million which were non-recurring and infrequent in nature. These expenses are removed from EBITDA in order to provide a more accurate depiction of the companys core operational
performance for the period presented. |
2. |
During the quarter ended December 31, 2024, following a change in strategy, the Company halted development
on a certain product release resulting in a software impairment charge of approximately $4.0 million. This expense, which is infrequent and non-recurring in nature, is removed from EBITDA in order to
provide a more accurate depiction of the companys core operational performance for the period presented. |
3. |
In connection with its $60 million debt refinance in the third quarter of 2024 from SLR Capital to
Perceptive Advisors the Company recorded a loss on extinguishment of approximately $4.4 million. This infrequent and non-recurring expense is removed from EBITDA in order to provide a more accurate
reflection of the companys core operational performance for the period presented. |
4. |
Due in part to a change in strategy, in 2023 the Company recorded an inventory impairment charge related to
circuit boards totaling $1.7 million. This infrequent and non-recurring expense is removed from EBITDA in order to provide a more accurate reflection of the companys core operational performance for
the period presented. |

Exhibit 99.2 COMPANY PRESENTATION NASDAQ: STIM March 2025 Transforming
Lives Through NeuroHealth

Forward Looking Statements This presentation contains estimates and
other statistical data prepared by independent parties and by Neuronetics, Inc. (“Neuronetics” or the “Company”) relating to market size and growth and other data about the industry in which the Company operates. These
estimates and data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and data. Certain statements in this presentation, including the documents incorporated by reference herein, include
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered
by the safe harbors created by those laws and other applicable laws and “forward-looking information” within the meaning of applicable Canadian securities laws. Statements in this presentation that are not historical facts constitute
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward- looking statements may be identified by terms such as “outlook,” “potential,”
“believe,” “expect,” “plan,” “anticipate,” “predict,” “may,” “will,” “could,” “would” and “should” as well as the negative of
these terms and similar expressions. These statements include those relating to the Company’s business outlook and current expectations for upcoming quarters and fiscal year 2025, including with respect to revenue, expenses, growth, and any
statements of assumptions underlying any of the foregoing items. These statements are subject to significant risks and uncertainties and actual results could differ materially from those projected. The Company cautions investors not to place undue
reliance on the forward-looking statements contained in this presentation. These risks and uncertainties include, without limitation, risks and uncertainties related to: the effect of the transaction with Greenbrook TMS, Inc.
(“Greenbrook”), on the Company’s business relationships, operating results and business generally; the Company’s ability to execute its business strategy; the Company’s ability to achieve or sustain profitable
operations due to its history of losses; the Company’s ability to successfully complete the announced restructuring plans; the Company’s reliance on the sale and use of its NeuroStar Advanced Therapy system to generate revenues; the
scale and efficacy of the Company’s salesforce; the Company’s ability to retain talent; availability of coverage and reimbursement from third-party payors for treatments using the Company’s products; physician and patient demand
for treatments using the Company’s products; developments in competing technologies and therapies for the indications that the Company’s products treat; product defects; the Company’s revenue has been concentrated among a small
number of customers; the Company’s ability to obtain and maintain intellectual property protection for its technology; developments in clinical trials or regulatory review of NeuroStar Advanced Therapy system for additional indications;
developments in regulation in the U.S. and other applicable jurisdictions; the terms of the Company’s credit facility; the Company’s ability to successfully roll-out the Company’s Better Me Provider program on the planned timeline;
the Company’s self-sustainability and existing cash balances; and the Company’s ability to achieve cash flow break-even in the third quarter of 2025. For a discussion of these and other related risks, please refer to the Company’s
recent filings with the U.S. Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov, including, without limitation, the factors described under the heading “Risk Factors”
in Neuronetics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and Greenbrook’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2023 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, as each may be updated or supplemented by subsequent reports that Neuronetics has filed or files with the SEC. These forward-looking statements are based on
the Company’s expectations and assumptions as of the date of this presentation. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a result of new
information, future events, or changes in the Company’s expectations. Company Confidential 2

Non-GAAP Financial Measures In addition to financial measures prepared
in accordance with accounting principles generally accepted in the United States (“GAAP”), from time to time we may use or publicly disclose certain non-GAAP financial measures in the course of our financial presentations, earnings
releases, earnings conference calls, and otherwise. For these purposes, the SEC defines a non-GAAP financial measure as a numerical measure of historical or future financial performance, financial positions, or cash flows that (i) exclude amounts,
or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with GAAP in financial statements, and (ii) include amounts, or is subject to adjustments that
effectively include amounts, that are excluded from the most directly comparable measure so calculated and presented. Non-GAAP financial measures are provided as additional information to investors to provide an alternative method for assessing our
financial condition and operating results. We believe that these non-GAAP measures, when taken together with our GAAP financial measures, allow us and our investors to better evaluate our performance and profitability. These measures are not in
accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. These measures should be used in addition to and in conjunction with results presented in accordance with
GAAP, and should not be relied upon to the exclusion of GAAP financial measures. Pursuant to the requirements of Regulation G, whenever we refer to a non-GAAP financial measure, we will also generally present, the most directly comparable financial
measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference with such comparable GAAP financial measure. Company Confidential 3

Presenters 38+ years of experience 39+ years of experience Keith
Sullivan Steve Furlong President & Executive Vice President, Chief Executive Officer Chief Financial Officer & Treasurer Company Confidential 4

206,000 Unique Patients Treated 7,365,000 Treatments Administered
STRONGER together Two of the nation’s largest mental health and $129M device companies are now combined to create an 1 annual revenue (2024) organization with the ability to leverage its scale and capabilities to treat more patients suffering
from mental health conditions (1) This revenue is the full year 2024 consolidated adjusted net proforma revenue as further defined on slides 24 and 25 Company Confidential 5

A Diversified Business Model with Strategic Advantages from the
Company’s Combined Expertise Neuronetics is now a vertically integrated organization providing greater access to mental health treatments through our collective expertise NeuroStar Greenbrook Market Leader in Transcranial Magnetic Mental
Health Services Provider Stimulation (TMS) • Unrivalled Clinical Results: Long-Term Relief for • Large Network of Clinics Depression • Offer New Paradigms for Treating Depression • Widely Reimbursed • Established and
Growing Network of Referring • Proven Formula for Practice Success Physicians • Top Tier Training and Best Practices • Centralized, Scalable Business Infrastructure • Comprehensive Direct Sales and Support Team •
Patient Focused Service Company Confidential 6

Stronger Commercial Footprint & Opportunity Together Greenbrook
Locations: Together, with Better Me Provider Operating 95 Treatment (BMP) practices… we have over 350 Clinics in 15 States BMP clinics in 49 states Greenbrook Total Amount of 53,000 Patients Patients Treated 1.7M treatments Company
Confidential 7

A Compelling Investment Opportunity Combines one of the U.S.’s
most utilized therapeutic platforms for the treatment of MDD with one of the largest service providers to renew even more lives Large patient population best served by managing the therapeutic paradigm Multiple initiatives in place to drive
accelerated growth across the organization The NEW Significant, realized cost reductions enable immediate operating leverage Transformed financial profile adds scale and supportive balance sheet Poised to deliver mid-teens revenue growth and
expected to achieve profitability in near-term Company Confidential 8

Senior Leadership Management Team Board of Directors Cory Anderson
Geoffrey Grammer, Keith Sullivan Steve Furlong Rob Cascella Avinash Amin, MD Sheryl Conley Sasha Cucuz SVP, Chief MD President & CEO EVP, CFO Board Chairman Technology Officer and Treasurer Chief Medical Officer Sara Grubbs Andrew Macan Rusty
Page Lisa Rosas Glenn Muir Megan Keith Sullivan Bill Leonard SVP, Chief EVP, GC & Chief SVP, Chief Information SVP, Chief Rosengarten Chief Clinic Officer Revenue Officer Compliance Officer and Operations Officer Marketing Officer Company
Confidential 9

Over 29 Million Lives Affected by Depression and OCD Nearly 8 million
patients are poorly served by antidepressant medication • Lack of Treatment Efficacy Total Available Market • Intolerable Side Effects Adult Depression (MDD) Adolescent Depression 4 4.3 million suffering 1 29.3 million 21 million
suffering 5 1 million on medications 1,2,3 6.4 million on medication New indication: 35% increase in addressable market U.S. Adults and Adolescents (ages 15-21) suffering from depression, depression with anxiety and OCD Anxious Depression OCD 7 53%
of MDD patients have 4 million suffering 6 8 significant anxiety 235k on medication (1) NIMH https://www.nimh.nih.gov/health/statistics/major-depression.shtml, accessed 4/29/2024. (2) Per STAR*D patients that have failed one or more antidepressant
trial of adequate dose and duration. (3) Journal of Clinical Psychiatry, accessed 3/7/2022. (4) Depression- Pharma Intelligence Disease Analysis, www.datamonitorhealthcare.com, Publication Date: June 2021. (5) Key Substance Use and Mental Health
Indicators in the United States: Results from the 2017 National Survey on Drug Use and Health. (6) Kalin N, The Critical Relationship Between Anxiety and Depression, Am J Psychiatry 2020; 177:365–367; doi: 10.1176/appi.ajp.2020.20030305. (7)
Harvard Medical School, 2007. National Comorbidity Survey (NCSSC). (8) Definitive Health Diagnosis/Prescription Data: 3/25/22. Company Confidential 10

Our Combined Company is Positioned to Capitalize on Innovations in the
Mental Health Space Medication Management Interventional Medical Patients Medication Technology Psychotherapy Company Confidential 11

#1 Physician Recommended TMS We’re inspired every day by the
opportunity to help people live more fulfilling lives Dedicated to Practice 1 Market Leader in TMS Success Over 7.1 million treatment Largest direct sales and sessions performed in over customer support team in the 195,000 patients industry to
support over 1,100 1 U.S. offices Robust R&D Pipeline Widely Reimbursed rd 3 generation system. Largest Dedicated to driving health policy clinical dataset in the world to to ensure broad U.S. drive new indications reimbursement among commercial
and government payors (1) Neuronetics, Inc. internal estimate based on the Company’s data on treatment sessions and patients treated. Company Confidential 12

As the Market Leader, NeuroStar is Revolutionizing Mental Health with
New Adolescent Indication NeuroStar is the only FDA-cleared TMS st 1 and Only to Market 1 treatment for adolescent depression For adolescents, NeuroStar can be used as an st add-on treatment, without prior medication 1 Line Treatment failures (1)
FDA Clearance K231926. Company Confidential 13

1 Proven, Long-Term Relief for MDD Real-World Clinical Results
Clinically Proven Durability 2 1 for Patients with MDD through 12 Months 83% Improvement in depression 1 symptoms 62% Symptom relief 1 (remission) (1) Dunner DL, et al. (2014). J Clin Psychiatry. 75(12):1394-1401. (2) Sackeim HA, et al. (2020) J.
Affect. Disord. 277:65-74. Based on a real-world, retrospective study using CGI-S and a sample size of 615 patients. Company Confidential 14

Better Me Program (BMP) Transforms the Lives of More Patients Designed
to lead the industry in the standards for patient care 350+ NeuroStar Clinics are in BMP Program 4x more patients treated in BMP vs. non-BMP *Clinical evidence demonstrates superior outcomes for patients who complete a course of NeuroStar therapy
compared to those who do not complete treatment. However, the actual number of sessions performed is subject to the medical judgment of the prescribing physician. The number of treatment sessions performed is not a selection criteria for entry into
the Better Me Guarantee Program and will not be used as a basis to remove a provider from the program. Company Confidential 15

With the 5-Standards, Better Me Practices are Quickly Addressing
Interested Patients in Need 2.2x Faster from potential patient interest to MT 2023 2024 84 days 38 days All patient interest in Active BMP Local Consumable Offices; Feb 1, 2024 – Dec 31, 2024 vs. PY Company Confidential 16

NeuroStar University Delivers Impactful Clinical and Operational
Education By December 2024, attendees to NSU increased patient treatment 58% more than accounts that did not attend.* NSU Utilization Performance Index Baseline index values are based on January 2022 utilization. Excludes new sites from Classes
2022-2024. Attended NSU +39% vs. Jan 2022 Aug 2022 NSU Opens Have Not Attended NSU -19% vs. Jan 2022 A 2-DAY COURSE HELD AT OUR STATE-OF-THE-ART TRAINING CENTER Practices learn how to achieve the best clinical outcomes and market their NeuroStar
business, through a combination of instruction and peer to Practices that attend NSU consistently outperform practices that do not on a month-to-month basis. In December 2024, NSU practices performed 58% better than sites that have not attended NSU
vs. January 2022. peer learning. *As of 12/31/2024 Company Confidential 17

Partnering with Practices to Build 1 – this one Local Consumer
Awareness Co-Op Marketing: collaborative effort with practices to increase local patient awareness while sharing advertising costs +17% +14% treatment session utilization* in new MTs* * Data on file, Neuronetics, Inc. Company Confidential
18

® SPRAVATO Program ® • In March 2019, the FDA approved
SPRAVATO (esketamine) nasal spray, in conjunction with an oral antidepressant, for Treatment Resistant Depression in adults and in August 2020, the FDA added a second indication for depressive symptoms in adults with MDD with acute suicidal ideation
or behavior ® • SPRAVATO fills the gap in the treatment paradigm between or before TMS and Electroconvulsive Therapy, providing for a complimentary treatment to TMS, effectively broadening Greenbrook TMS’s offering to patients
• Delivered in a two-spray dispenser under supervision from a health care professional as patients self-administer • Treatment consists of: − Induction (8 treatments) - Twice a week for 4 weeks − Taper (4 treatments) - Once a
week for 4 weeks − Maintenance - Once every one to two weeks for the next year ® • We currently have a total of 68 Treatment Centers now offering SPRAVATO and ® expect to have 80+ Treatment Centers offering SPRAVATO by the end
of Fiscal 2025 through an accelerated roll-out Company Confidential 19

Key Growth Initiatives for Network Clinics Focus on execution,
profitable product diversification & expansion Drive growth in 95 clinics through enhanced RAM clinic Identifying and engagement, leveraging automated referral systems Educating Patients and optimized digital/DTC targeting ® Fill the gap in
treatment paradigm with SPRAVATO Expanding the Continuum of Care for expansion to all locations (+15 Clinics) with Buy & Bill Patients model that increases treatment revenue Standardize operational excellence across our network Consistent
Implementation of Best through comprehensive training, enhanced practice Operation Practices capabilities, and centralized services Company Confidential 20

Key Growth Initiatives for Customer Clinics Harnessing the power of our
proven programs to help more patients in need Expand referral networks for 350+ BMP Clinics to Expand BMP Network increase patient flow, 125+ additional sites committed to the program Continued implementation of fully optimized digital/DTC Patient
Education investment benefitting patients and BMP practices Expanding Services to Centralized call center to help BMP providers manage Existing Customers patient inquires more efficiently (billing and contracts) Company Confidential 21

Comprehensive Direct Sales 40 Practice Development Managers &
Customer Support Team 10 10 Reimbursement Area Sales Specialists & Managers Managers 02 21 Experienced team Regional Clinical Training Account Managers Managers dedicated to consistent growth and practice success 07 18 Field Service Customer and
Technical Service Support Representatives 14 Sales Leaders Company Confidential 22

1 Significant Realized Cost Synergies Total Cost Saving Efforts $22.6M
(Annualized Expected Savings) Fully Executed Expected 1H 2025 Greenbrook Additional NNI RIF/Spend Reductions Clinics Reductions $5.1M $1.3M $16.2M (Annualized Expected (Annualized Expected (Annualized Expected Savings) Savings) Savings) (1) The
Company executed on an a number of cost staving initiatives in 2024 and has additional identified cost saving initiatives to be executed in the first half of 2025. The dollar savings identified above are the expected annualized savings from these
cost saving initiatives. Company Confidential 23

Improved Financial Profile Adds Scale and Strength Fourth quarter and
full year revenue 2024 was $22.5M and $74.9M, respectively 1,2 1,2 4Q 2024 FY 2024 Neuronetics Gross Pro Forma Revenue $19.2M Neuronetics Gross Pro Forma Revenue $71.6M Intercompany Eliminations ($2.4M) Less Intercompany Eliminations ($9.9M)
Neuronetics Net Pro Forma Revenue $16.8M Neuronetics Net Pro Forma Revenue $61.7M Preliminary Greenbrook Gross Revenue $18.0M Preliminary Greenbrook Gross Revenue $75.5M Impact of Greenbrook Clinic Closures ($0.9M) Impact of Greenbrook Clinic
Closures ($8.2M) Greenbrook Adjusted Net Pro Forma Revenue $17.1M Greenbrook Adjusted Net Pro Forma Revenue $67.3M Consolidated Adjusted Net Pro Forma Revenue $33.9M Consolidated Adjusted Net Pro Forma Revenue $129.0M Basic Shares Outstanding as of
12/31/24 55.688M Debt as of 12/31/24 $60.0M Cash as of 12/31/24 $18.5M (1) The unaudited, 2024 financial results presented above for 4Q 2024 and FY 2024 and cash and debt as of December 31, 2024, are based on current expectations and may be adjusted
as a result of, among other things, completion of annual audit procedures. This financial information does not represent a comprehensive statement of the Company’s or Greenbrook's financial results for 4Q 2024 or FY 2024 and remains subject to
the completion of financial closing procedures and internal reviews. (2) See the accompanying financial table that reconciles Net Pro Forma Revenue, which is a non-GAAP financial measure, to revenue. Company Confidential 24

Non-GAAP Financial Measures (Unaudited) Neuronetics Adjusted Pro Forma
Revenue is not a measure of financial performance under generally accepted accounting principles in the U.S. (“GAAP”), and should not be construed as a substitute for, or superior to, GAAP revenue. However, management uses both the GAAP
and non-GAAP financial measures internally to evaluate and manage the Company’s operations and to better understand its business. Further, management believes that the addition of the non-GAAP financial measure provides meaningful
supplementary information to, and facilitates analysis by, investors in evaluating the Company’s financial performance, results of operations and trends. The Company’s calculation of Neuronetics Adjusted Pro Forma Revenue may not be
comparable to similarly designated measures reported by other companies, because companies and investors may differ as to what type of events warrant adjustment. The following table reconciles reported revenue to Neuronetics Adjusted Gross Pro Forma
Revenue and Neuronetics Adjusted Net Pro Forma Revenue: 4Q 2024 FY 2024 (in millions) (in millions) Consolidated Revenue $ 22.5 $ 74.9 Greenbrook Revenue (Post-Acquisition Period) $ (4.4) $ (4.4) Neuronetics Standalone Revenue $ 18.1 $ 70.5
Greenbrook Intercompany Revenue (Post-Acquisition Period) $ 0.6 $ 0.6 1 Assumed Greenbrook Revenue (Post-Acquisition Period) $ 0.5 $ 0.5 Neuronetics Proforma Gross Revenue $ 19.2 $ 71.6 Greenbrook Intercompany Revenue $ (2.4) $ (9.9) Neuronetics
Proforma Net Revenue $ 16.8 $ 61.7 (1) Sales that Neuronetics would have recorded had Neuronetics billed Greenbrook as a separate entity from December 10, 2024 through December 31, 2024 for Greenbrook’s customary treatment session buying
patterns through December 31, 2024. Company Confidential 25

Poised to Deliver Mid-Teens Growth and Profitability FY 2025 Guidance
Revenue $145M to $155M (+12% to +19% Pro Forma YoY) Gross Margin Approximately 55% Operating Expenses $90M - $98M Profitability Cash flow positive beginning in Q3 2025 Company Confidential 26

Financial Overview NeuroStar Advanced Therapy for Mental Health Company
Confidential 27

Annual Revenue ($ in ($ in m illions million)s) Annual Product Revenue
(US) Annual Revenue by Geography $80 $80 $74.5 $72.5 $69.3 $71.3 $1.9 $70 $2.4 $1.9 $63.4 $4.4 $70 $2.0 $65.2 $1.8 $1.7 $60 $60 $50 $50 $72.5 $50.9 $69.3 $63.4 $50.8 $40 $40 $45.1 $30 $30 $20 $20 $10 $10 $16.6 $16.5 $15.3 $0 $0 2022 2023 2024 2022
2023 2024 US OUS NeuroStar Systems Treatment Sessions Clinic Company Confidential 28

Worldwide Quarterly Revenue ($ in ($ in m illions million)s) Q4 2024
Revenue of $22.5M, an 11% increase from Q4 2023 $35 $28.0 - $30.0 $30 $25 $22.5 $20.3 $20 $18.5 $17.9 $17.6 $17.4 $16.5 $15.5 $15 $10 $5 $0 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Guidance Company Confidential
29

Results of Operations ($ in ($ in thousand thousasn)ds) Three Months
Ended December 31, 2023 2024 Revenues $20,314 $22,493 11% YOY Growth Gross Profit 15,771 14,893 78% 66% Gross Margin Operating Expenses: 11,716 9,854 Sales and Marketing % of Revenues 58% 44% 6,276 10,216 General and Administrative 35% 45% % of
Revenues 2,206 5,772 Research and Development 11% 26% % of Revenues Total Operating Expenses 20,198 25,842 Loss from Operations ($4,427) ($10,949) -22% -49% % of Revenues Company Confidential 30

($ in thousands) Financial Position ($ in thousands) As of December 31,
2024 Cash and Cash Equivalents $18,459 Other Assets $114,990 Total Assets $133,449 Long-term debt, net $55,151 Convertible Preferred Stock Warrant Liability $0 Convertible Preferred Stock $0 Accumulated Deficit ($419,285) Total Stockholders’
Equity $28,210 Company Confidential 31

Supplemental Information NeuroStar Advanced Therapy for Mental Health
Company Confidential 32

Local Consumables New MTs (New Patient Starts) & Utilization Local
Consumable Monthly Utilization & New MTs Jan 2021 – Dec 2024 45,000 1,300 40,000 35,000 1,100 30,000 25,000 900 20,000 700 15,000 10,000 500 5,000 - 300 Utilization New MT's Company Confidential 33

Supplemental Financial and Operating Information ($ in thousands) For
the period ended December 31, 2024 2023 2024 2023 2024 Revenue ($ thousands) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 FY FY Total U.S. NeuroStar Advanced Therapy System Revenues $3,850 $4,489 $3,597 $4,524 $3,310 $4,000 $4,108 $3,849 $16,460 $15,267 YoY Change 6% 2%
-9% -2% -14% -11% 14% -15% -1% -7% Total U.S. Treatment Sessions Revenues $10,643 $12,314 $13,060 $14,879 $12,988 $11,660 $13,326 $12,858 $50,896 $50,832 YoY Change 12% 9% 10% 20% 22% -5% 2% -14% 13% 0% Total Clinic Revenues $0 $0 $0 $0 $0 $0 $0
$4,445 $0 $4,445 YoY Change na na Total U.S. Other Revenues $471 $486 $554 $469 $495 $470 $488 $490 $1,980 $1,944 YoY Change 16% 7% 24% 5% 5% -3% -12% 4% 13% -2% Total U.S. Revenues $14,964 $17,289 $17,211 $19,872 $16,793 $16,130 $17,922 $21,642
$69,336 $72,488 YoY Change 11% 7% 6% 13% 12% -7% 4% 9% 9% 5% Total International Revenues $576 $321 $673 $442 $624 $320 $608 $851 $2,012 $2,402 YoY Change -13% 62% 166% -36% 8% 0% -10% 93% 12% 19% Total Revenues $15,540 $17,610 $17,884 $20,313
$17,417 $16,450 $18,530 $22,493 $71,348 $74,890 YoY Change 10% 8% 8% 12% 12% -7% 4% 11% 9% 5% 2023 2024 2023 2024 U.S. Operating and Financial Metrics Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 FY FY Total NeuroStar Systems 49 54 43 58 40 50 48 47 204 185 YoY Change
7% -8% -14% 0% -18% -7% 12% -19% -4% -9% Company Confidential 34
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