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Neuronetics, Inc. — Major Shareholding Notification 2022
Jun 22, 2022
33660_mrq_2022-06-21_f8696026-1d65-4e18-9993-7cb4727f671b.zip
Major Shareholding Notification
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SC 13D 1 ccllc-STIM-13d-06212022.htm SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.  )
Neuronetics, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
64131A105
(CUSIP Number)
J. Carlo Cannell
Cannell Capital LLC
245 Meriwether Circle
Alta, WY 83414
(307) 733-2284
(Name, Address and Telephone Number of Person
to Receive Notices and Communications)
June 21, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
- The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number.
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CUSIP No. 64131A105 Page 2 of 9 Pages
Main T <!--Main Table
| 1 | NAME OF REPORTING PERSON Cannell Capital LLC I.R.S. Identification Nos. of above persons (entities only) 94-3366999 | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (see instructions) WC/OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) ☐ or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER* 3,463,846 |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER* 3,463,846 | |
| 10 | SHARED DISPOSITIVE POWER 0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,463,846 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions) | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 12.94%* | |
| 14 | TYPE OF REPORTING PERSON IA |
- Based on information set forth on the 10-Q of Neuronetics, Inc. , (the “Company”, “Registrant”, or “STIM”) as filed with the Securities and Exchange Commission on May 12, 2022, there were 26,772,249 shares of Common Stock par value $0.01 per share (the “Shares”), of the Company issued and outstanding as of May 5, 2022.
As of June 21, 2022 (the “Reporting Date”), Tristan Partners, L.P. (“Tristan”), the Tristan Offshore Fund Ltd. (“Tristan Offshore”), Tonga Partners, L.P. (“Tonga”) and sundry separately-managed accounts (“Cannell SMAs”) (collectively, the “Investment Vehicles”), over which J. Carlo Cannell has investment discretion held in the aggregate 3,463,846 Shares.
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CUSIP No. 64131A105 Page 3 of 9 Pages
Main T <!--Main Table
| 1 | NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) J. Carlo Cannell | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (see instructions) WC/OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) ☐ or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER* 3,463,846 |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER* 3,463,846 | |
| 10 | SHARED DISPOSITIVE POWER 0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,463,846 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions) | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 12.94%* | |
| 14 | TYPE OF REPORTING PERSON IN |
- Based on information set forth on the Form 10-Q of Company as filed with the Securities and Exchange Commission on May 12, 2022, there were 26,772,249 shares of Common Stock par value $0.01 per Share of Company issued and outstanding as of May 5, 2022.
As of Reporting Date the Investment Vehicles held in the aggregate 3,463,846 Shares.
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CUSIP No. 64131A105 Page 4 of 9 Pages
Cannell Capital LLC acts as the investment adviser to Tonga, Tristan, and Tristan Offshore and the investment advisor to sundry separately-managed accounts. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.
| Item 1. Security and Issuer | |
|---|---|
| The title of the class of equity securities to which this Schedule 13D relates is | |
| the Common Stock par value $0.01 per share of Neuronetics, Inc. , | |
| a Delaware corporation. The address of the principal executive offices of the | |
| Company is 3222 Phoenixville Pike, Malvern, PA 19355. | |
| Item 2. Identity and Background | |
| a) | The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”). The Reporting Person is the sole managing member of Cannell Capital LLC and investment adviser to the following entities: Tristan Partners, L.P. Tristan Offshore Fund, Ltd. Tonga Partners, L.P. Separately-Managed Accounts Set forth in the attached Annex "A" and incorporated herein by reference is a |
| listing of the directors, general partners, managing members and controlling | |
| persons of the Reporting Person and the Investment Vehicles (collectively, | |
| the “Covered Persons”), and sets forth the principal occupation, | |
| citizenship and principal place of business of each Covered Person. | |
| b) | The principal business address of the Reporting Person is: 245 Meriwether Circle Alta, WY 83414 |
| c) | The principal business of the Reporting Person is the performance of |
| investment management and advisory services. The principal business of the | |
| Investment Vehicles is investment in securities. | |
| d) | Neither the Reporting Person, nor to the best of its knowledge, any of the |
| Investment Vehicles, has, in the last five years, been convicted in a criminal | |
| proceeding (excluding traffic violations or similar misdemeanors). | |
| e) | Neither the Reporting Person, nor to the best of its knowledge, any of the Investment |
| Vehicles, has, during the last five years, been a party to a civil proceeding of | |
| a judicial or administrative body of competent jurisdiction and as a result of | |
| such proceeding was or is subject to a judgement, decree or final order | |
| enjoining future violations of, or prohibiting or mandating activities subject | |
| to, federal or state securities laws or finding any violations with respect to | |
| such laws. | |
| f) | The place of organization of the Reporting Person is as follows: The citizenship of each Covered Person is set forth on the attached Annex A |
| and incorporated herein by reference. Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming | |
| limited liability company. | |
| Item 3. Source and Amount of Funds or Other Consideration | |
| The securities to which this statement relates were acquired by the Reporting | |
| Person using the working capital of each Investment Vehicle as follows: Tristan Partners, L.P.: $10,959,193 Tristan Offshore Fund, Ltd.: $4,697,374 Tonga Partners, L.P.: $6,535,443 Separately-Managed Accounts: $6,886,055 The Investment Vehicles have invested an aggregate amount of approximately $29,078,065 in the Shares. |
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CUSIP No. 64131A105 Page 5 of 9 Pages
| Item 4. Purpose of Transaction | ||||
|---|---|---|---|---|
| Item 5. Interest in Securities of the Issuer | ||||
| Based on information set forth in the Company's Form 10-Q as filed with the | ||||
| Securities and Exchange Commission on May 12, 2022, there were 26,772,249 | ||||
| Common Shares issued and outstanding as of May 5, 2022. (a) As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell | ||||
| Capital LLC may be deemed to beneficially own 3,463,846 Shares, or approximately | ||||
| 12.94% of the Shares deemed issued and outstanding as of the Reporting Date. (b) Cannell Capital LLC possesses the sole power to vote and to direct | ||||
| the disposition of the Shares held by the Investment Vehicles. (c) The following table details the transactions during the sixty days on or prior | ||||
| to the Reporting Date in Shares, or securities convertible into, exercisable for or | ||||
| exchangeable for Shares, by Cannell Capital LLC or any other person or entity | ||||
| controlled by him or any person or entity for which he possesses voting or | ||||
| investment control over the securities thereof (each of which was effected in | ||||
| an ordinary brokerage transaction by Cannell Capital LLC on behalf | ||||
| of the Investment Vehicles) and which were not previously disclosed in a prior Amendment. | ||||
| Entity | Date | Quantity | Price Per Share | Form Of Transaction |
|   | ||||
| Tristan Offshore | 04/22/2022 | 479 | 2.85 | Buy |
| Tristan | 04/22/2022 | 1076 | 2.85 | Buy |
| Tristan Offshore | 04/25/2022 | 525 | 2.79 | Buy |
| Tristan | 04/25/2022 | 1179 | 2.79 | Buy |
| Tristan Offshore | 04/26/2022 | 2327 | 2.70 | Buy |
| Tristan | 04/26/2022 | 5220 | 2.70 | Buy |
| Tristan Offshore | 05/02/2022 | 1674 | 2.48 | Buy |
| Tristan | 05/02/2022 | 3755 | 2.48 | Buy |
| Tristan Offshore | 05/03/2022 | 4624 | 2.53 | Buy |
| Tristan | 05/03/2022 | 10376 | 2.53 | Buy |
| Tristan Offshore | 05/04/2022 | 6166 | 2.47 | Buy |
| Tristan | 05/04/2022 | 13834 | 2.47 | Buy |
| Tristan Offshore | 05/05/2022 | 2483 | 2.44 | Buy |
| Tristan | 05/05/2022 | 5573 | 2.44 | Buy |
| Tristan Offshore | 05/06/2022 | 3083 | 2.42 | Buy |
| Tristan | 05/06/2022 | 6917 | 2.42 | Buy |
|   |
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CUSIP No. 846517100 Page 6 of 9 pages
| Date | Quantity | Price Per Share | Form Of Transaction | |
|---|---|---|---|---|
|   | ||||
| SMAs | 05/09/2022 | 2094 | 2.29 | Buy |
| Tristan Offshore | 05/09/2022 | 1541 | 2.32 | Buy |
| Tristan | 05/09/2022 | 3459 | 2.32 | Buy |
| SMAs | 05/10/2022 | 3310 | 2.31 | Buy |
| Tonga | 05/10/2022 | 5499 | 2.21 | Buy |
| Tristan Offshore | 05/10/2022 | 1967 | 2.12 | Buy |
| Tristan | 05/10/2022 | 4415 | 2.12 | Buy |
| Tonga | 05/11/2022 | 94430 | 2.13 | Buy |
| Tristan Offshore | 05/11/2022 | 3707 | 2.16 | Buy |
| Tristan | 05/11/2022 | 8318 | 2.16 | Buy |
| SMAs | 05/18/2022 | 8278 | 2.33 | Buy |
| Tristan Offshore | 05/18/2022 | 11430 | 2.33 | Buy |
| Tristan | 05/18/2022 | 27436 | 2.33 | Buy |
| SMAs | 05/19/2022 | 246 | 2.33 | Buy |
| Tristan Offshore | 05/19/2022 | 339 | 2.33 | Buy |
| Tristan | 05/19/2022 | 815 | 2.33 | Buy |
| SMAs | 05/20/2022 | 2699 | 2.41 | Buy |
| Tristan Offshore | 05/20/2022 | 3726 | 2.41 | Buy |
| Tristan | 05/20/2022 | 8944 | 2.41 | Buy |
| SMAs | 05/23/2022 | 5200 | 2.48 | Buy |
| Tristan Offshore | 05/23/2022 | 7179 | 2.48 | Buy |
| Tristan | 05/23/2022 | 17233 | 2.46 | Buy |
| SMAs | 05/24/2022 | 848 | 2.34 | Buy |
| Tristan Offshore | 05/24/2022 | 1171 | 2.34 | Buy |
| Tristan | 05/24/2022 | 2812 | 2.34 | Buy |
| SMAs | 05/25/2022 | 822 | 2.44 | Buy |
| Tristan Offshore | 05/25/2022 | 1134 | 2.44 | Buy |
| Tristan | 05/25/2022 | 2724 | 2.44 | Buy |
| SMAs | 05/26/2022 | 160 | 2.44 | Buy |
| Tristan Offshore | 05/26/2022 | 220 | 2.44 | Buy |
| Tristan | 05/26/2022 | 530 | 2.44 | Buy |
| SMAs | 05/27/2022 | 53 | 2.56 | Buy |
| Tristan Offshore | 05/27/2022 | 72 | 2.56 | Buy |
| Tristan | 05/27/2022 | 175 | 2.56 | Buy |
| SMAs | 05/31/2022 | 1464 | 2.75 | Buy |
| Tristan Offshore | 05/31/2022 | 2021 | 2.75 | Buy |
| Tristan | 05/31/2022 | 4851 | 2.75 | Buy |
| SMAs | 06/01/2022 | 1756 | 2.69 | Buy |
| Tristan Offshore | 06/01/2022 | 2425 | 2.69 | Buy |
| Tristan | 06/01/2022 | 5819 | 2.69 | Buy |
| SMAs | 06/10/2022 | 4350 | 3.46 | Buy |
| SMAs | 06/13/2022 | 1347 | 3.52 | Buy |
| SMAs | 06/14/2022 | 1347 | 3.57 | Buy |
| SMAs | 06/15/2022 | 1364 | 3.57 | Buy |
| SMAs | 06/16/2022 | 2576 | 3.09 | Buy |
| SMAs | 06/17/2022 | 1130 | 3.37 | Buy |
|   |
CUSIP No. 64131A105 Page 8 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 21, 2022
Cannell Capital LLC By: /s/ J. Carlo Cannell Name: J. Carlo Cannell Title: Managing Member
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CUSIP No. 64131A105 Page 8 of 9 Pages
Annex "A"
MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES
The following sets forth the name, principal occupation, citizenship or jurisdiction of organization and principal place of business of the directors, general partners, managing members or controlling persons of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:
- Signature table
| J. Carlo Cannell | |
|---|---|
| Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1) |
| Cannell Capital LLC | |
| Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1) |
| Tristan Partners, L.P. | |
| Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1) |
| Tristan Offshore Fund, Ltd. | |
| Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Adviser Investment Management Cayman Islands (2) |
| Tonga Partners, L.P. | |
| Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1) |
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CUSIP No. 64131A105 Page 9 of 9 Pages
Annex "B"
Agreement Regarding the Joint Filing of Schedule 13D
| 1) | Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf each of them; | | --- | --- | | 2) | Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. |
Dated: June 21, 2022
Signatures
By: /s/ J. Carlo Cannell Name: J. Carlo Cannell
Cannell Capital LLC By: /s/ J. Carlo Cannell Name: J. Carlo Cannell Title: Managing Member