Neuronetics and Greenbrook TMS to merge

On August 12, 2024, Neuronetics, Inc. (“Neuronetics”) and Greenbrook TMS Inc. (“Greenbrook”) announced that they entered into a definitive arrangement agreement in which Neuronetics will acquire all of the outstanding common shares of Greenbrook in an all-stock transaction by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario). The proposed transaction is expected to create a vertically-integrated organization capable of providing access to TMS therapy with significant scale.

Under the terms of the arrangement agreement, at closing, each common share of Greenbrook is expected to be exchanged for 0.01149 of a share of Neuronetics common stock, in a deal valued at approximately US$45 million. Following closing, Greenbrook shareholders will own 43% and Neuronetics shareholders will own 57% of the combined company, respectively, on a fully-diluted basis.

The combined company will continue to operate as Neuronetics, Inc., and trade under the ticker STIM on the NASDAQ stock exchange.

As part of the proposed transaction, Madryn Asset Management LP and its affiliates ("Madryn") agreed to convert all of the amount outstanding under its credit facility with Greenbrook and all of the subordinated convertible notes of Greenbrook (including notes held by Madryn and other third parties, which are forced to convert as a result of Madryn’s election) into common shares of Greenbrook prior to the effective date of the transaction.

The transaction is expected to close during the fourth quarter of 2024, subject to approval by both companies’ shareholders at special meetings to be called to consider the transaction, court approval in respect of the plan of arrangement, as well as other customary closing conditions.

Further information can be found on Globe Newswire’s website.

Greenbrook is a leading provider of Transcranial Magnetic Stimulation (“TMS”) and Spravato® (esketamine nasal spray), FDA-cleared, non-invasive therapies for the treatment of Major Depressive Disorder (“MDD”) and other mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known to be directly associated with mood regulation. Spravato® is offered to treat adults with treatment-resistant depression and depressive symptoms in adults with MDD with suicidal thoughts or actions.

Neuronetics is a global leader in neuroscience, redefining patient and physician expectations with its NeuroStar Advanced Therapy for Mental Health—a non-drug, noninvasive treatment that can improve the quality of life for people suffering from neurohealth conditions when traditional medication hasn’t helped. NeuroStar 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.