Neuronetics (STIM) Proxy Filing summary

Executive summary

• Neuronetics and Greenbrook TMS propose a business combination, with Neuronetics acquiring all Greenbrook shares via a court-approved plan of arrangement under Ontario law, exchanging each Greenbrook share for 0.01149 Neuronetics shares, 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 contingent on shareholder approvals, court orders, and regulatory compliance, with closing targeted for Q4 2024.

Voting matters and shareholder proposals

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

• Neuronetics shareholders will vote on increasing authorized shares, issuing shares to Greenbrook shareholders, amending the equity incentive plan, and potential adjournment to solicit more proxies.

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

• Approval thresholds: Greenbrook requires 66 2/3% of votes cast and a majority of minority shareholders; Neuronetics requires a 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 CEO; Robert A. Cascella will be chairman.

• Governance will follow Delaware law and Neuronetics' charter and bylaws.