Neuronetics (STIM) Proxy Filing summary

Executive summary

• Neuronetics and Greenbrook TMS Inc. have entered into an Arrangement Agreement for Neuronetics to acquire all outstanding Greenbrook shares via a court-approved plan of arrangement under Ontario law, with Greenbrook shareholders receiving 0.01149 Neuronetics shares per Greenbrook share, subject to adjustments.

• Upon completion, Neuronetics and Greenbrook shareholders will own approximately 57% and 43% of the combined company, respectively, on a fully diluted basis.

• The transaction is expected to close in Q4 2024, subject to shareholder, court, and regulatory approvals.

Voting matters and shareholder proposals

• Greenbrook shareholders will vote on the Arrangement and the conversion of Greenbrook debt into shares.

• Neuronetics shareholders will vote on: (1) increasing authorized shares, (2) issuing shares to Greenbrook shareholders, (3) amending the equity incentive plan to add 3.5 million shares, and (4) potential adjournment to solicit more proxies.

• Both boards unanimously recommend voting in favor of all proposals.

• Approval thresholds: Greenbrook—two-thirds majority and simple majority excluding interested parties; Neuronetics—majority of votes cast.

Board of directors and corporate governance

• The combined company board will have seven members: five appointed by Neuronetics, two by Madryn (a major Greenbrook creditor and shareholder).

• Keith J. Sullivan will serve as President and CEO; Robert A. Cascella will be chairman.

• Management teams of both companies will be integrated.