Neuronetics and Greenbrook TMS close merger
On December 10, 2024, Neuronetics, Inc. (“Neuronetics”) and Greenbrook TMS Inc. (“Greenbrook”) announced the successful completion of the previously announced transaction whereby Neuronetics acquired all of the issued and outstanding common shares of Greenbrook by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario).
Under the terms of the arrangement agreement, shareholders of Greenbrook received 0.01021 of a share of common stock of Neuronetics in exchange for each issued and outstanding common share of Greenbrook.
In connection with and prior to closing, Madryn Asset Management, LP and its affiliates (collectively, “Madryn”) converted
- all of the outstanding amount owing under Greenbrook’s credit agreement into 2,056,453,835 shares of Greenbrook, representing 95.3% of the Greenbrook shares (including shares held by Madryn prior to such conversion) immediately prior to closing; and
- all of the interim period funding provided by Madryn to Greenbrook into an additional 252,999,770 shares of Greenbrook, which were exchanged for shares of common stock of Neuronetics at the exchange ratio upon closing of the arrangement.
As a result of the transaction, the shares of Greenbrook were removed from the OTCQB Market, and Greenbrook applied to cease to be a reporting issuer under the securities legislation of each of the provinces and territories of Canada, and intends to otherwise terminate Greenbrook’s public reporting requirements. The resulting combined company will continue to operate as Neuronetics, Inc., and trade under the ticker STIM on the NASDAQ stock exchange.
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.