SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 9, 2021
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
|3222 Phoenixville Pike, Malvern, PA||19355|
|(Address of principal executive offices)||(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:
Title of each class
Name on each exchange
on which registered
|Common Stock ($0.01 par value)||STIM|
The Nasdaq Stock Market LLC
(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))
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. ☐
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 8, 2021, in accordance with the terms of that certain Rights Agreement dated as of April 8, 2020, by and between Neuronetics, Inc. (“Neuronetics”) and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agreement”), the rights issued thereunder expired.
On April 9, 2021, Neuronetics filed with the office of the Secretary of State of the State of Delaware a Certificate of Elimination (the “Certificate of Elimination”), which, effective upon filing, eliminated from Neuronetics’ Ninth Amended and Restated Certificate of Incorporation all matters set forth in Neuronetics’ Certificate of Designation of Rights, Preferences and Privileges of Series A Junior Participating Preferred Stock (the “Series A Junior Participating Preferred Stock”), as filed with the Secretary of State of the State of Delaware on April 8, 2020. The 50,000 shares of preferred stock previously designated as Series A Junior Participating Preferred Stock were eliminated and returned to the status of authorized but unissued shares of preferred stock, without designation. Neuronetics’ stockholders are not required to take any action as a result of the expiration of the Rights Agreement. No shares of the Series A Junior Participating Preferred Stock were issued and outstanding at the time of filing of the Certificate of Elimination.
The foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
|3.1||Certificate of Elimination of Series A Junior Participating Preferred Stock of Neuronetics, Inc.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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.
|Date: April 9, 2021||By:|
/s/ W. Andrew Macan
|Name:||W. Andrew Macan|
|Title:||Senior Vice President and General Counsel|