SCHEDULE: Madryn Reduces Neuronetics Stake to 31.4%

Madryn Asset Management and its affiliates have reduced their aggregate beneficial ownership in Neuronetics, Inc. to 31.4% after selling over 3.5 million shares.

Summary

• Madryn Asset Management, LP and its affiliated entities (collectively, the "Reporting Persons") beneficially own an aggregate of 20,737,061 shares of Neuronetics, Inc. Common Stock.
• This aggregate ownership represents approximately 31.4% of the outstanding shares of Common Stock.
• The percentage ownership calculation is based on 66,124,820 shares of Common Stock outstanding as of July 31, 2025, as reported in Neuronetics' Form 10-Q filed on August 5, 2025.
• On August 8, 2025, Madryn Health Partners II, LP, Madryn Health Partners II (Cayman Master), LP, and Madryn Select Opportunities, LP sold a combined total of 3,500,000 shares of Common Stock.
• The shares were sold at an approximate price of $3.72 per share in a transaction conducted pursuant to Rule 144 under the Securities Act of 1933.

Sentiment

Score: 3

Explanation: The filing indicates a substantial reduction in beneficial ownership by a major institutional investor, Madryn Asset Management, which sold 3.5 million shares. This action typically signals a decrease in investor confidence or a strategic portfolio reallocation, which can be perceived negatively by the market.

Negatives

• A significant reduction in beneficial ownership by a major institutional investor like Madryn Asset Management could be perceived as a negative signal regarding their confidence in Neuronetics' future prospects or valuation.
• The sale of 3.5 million shares by key Madryn entities represents a substantial divestment, potentially indicating a strategic shift away from the company or a re-evaluation of its investment thesis.

Risks

• The reduction in stake by a major institutional investor may lead to decreased investor confidence and potential downward pressure on the stock price.
• A large block sale could signal a lack of conviction from a sophisticated investor, which might influence other investors' perceptions and decisions regarding Neuronetics.

Future Outlook

The filing does not provide any forward-looking statements or guidance from Neuronetics or the Reporting Persons regarding the company's future outlook.

Industry Context

This filing, primarily detailing a change in beneficial ownership, does not provide specific analysis of how this action relates to broader industry trends within the medical device or neuromodulation sectors. The reduction in stake by a major investor could reflect a re-evaluation of the company's position within its competitive landscape, but the filing itself does not offer this context.

Stakeholder Impact

• Shareholders may react negatively to the news of a major institutional investor reducing its stake, potentially leading to a decrease in the company's stock price due to concerns about future performance or valuation.

Key Dates

Recommendation

Madryn Asset Management, a significant institutional holder, has reduced its stake in Neuronetics by selling 3.5 million shares. This divestment by a major investor often signals a diminished outlook or a strategic shift, which could exert downward pressure on the stock price and erode investor confidence. Such a move by a large holder suggests a 'sell' recommendation as it implies a lack of conviction in the company's future performance or valuation.

Keywords

Neuronetics, Madryn Asset Management, Schedule 13D, Beneficial Ownership, Share Sale, Institutional Investor, Medical Devices, Neuromodulation, Mental Health