Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Neuronetics, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
64131A105 (CUSIP Number) |
Jorey Chernett 6222 Indianwood Tr., Bloomfield Hills, MI, 48301 (248) 469-8811 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/03/2026 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 64131A105 |
| 1 |
Name of reporting person
Chernett Jorey | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
10,588,988.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
15.22 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
Neuronetics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3222 PHOENIXVILLE PIKE, MALVERN,
PENNSYLVANIA
, 19355. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D ("Amendment No. 3") amends and supplements the Schedule 13D initially filed by the Reporting Person on March 31, 2026, as subsequently amended (the "Schedule 13D") with respect to the Shares. Except as specifically amended and supplemented hereby, the Schedule 13D remains in full force and effect. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated as follows: The 10,588,988 Shares held by Mr. Chernett were purchased with personal funds for an aggregate purchase price of approximately $20,682,236. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following: The information set forth in Item 6 related to the Understanding (as defined and described below) is incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as follows: The aggregate percentage of Shares beneficially owned by the Reporting Person is based upon 69,587,840 Shares outstanding as of May 1, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on May 5, 2026. As of the close of business on the date hereof, the Reporting Person beneficially owned 10,588,988 Shares. Percentage: Approximately 15.22% | |
| (b) | Item 5(b) is hereby amended and restated as follows: 1. Sole power to vote or direct vote: 10,588,988 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 10,588,988 4. Shared power to dispose or direct the disposition: 0 | |
| (c) | Item 5(c) is hereby amended and restated as follows: The transactions in the Shares by the Reporting Person since the filing of Amendment No. 2 to the Schedule 13D are set forth in more detail in Exhibit 1 attached hereto. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following: On August 3, 2026, the Reporting Person and the Issuer announced that they had reached a constructive framework for alignment between the Reporting Person and the Board (the "Understanding"). Pursuant to the Understanding, the Reporting Person will have an opportunity to recommend a newly appointed member of the Board, subject to customary Board approvals and governance processes. The foregoing description of the Understanding does not purport to be complete and is qualified in its entirety by reference to the full description of the Understanding contained in the press release published by the Issuer on August 3, 2026, a copy of which is attached as Exhibit 99.1 hereto and which is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibits: Exhibit 1 - Transactions in the Securities Exhibit 99.1 - Press Release dated August 3, 2026 | ||
| 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.
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