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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Neuronetics, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
(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) |
05/19/2026 (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. |
| 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
10,553,988.00 | ||||||||
| 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)
15.17 % | ||||||||
| 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. 2 to Schedule 13D ("Amendment No. 2") amends and supplements the Schedule 13D initially filed by the Reporting Person on March 31, 2026 (the "Original Schedule 13D") with respect to the Shares. Except as specifically amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The 10,553,988 Shares held by Mr. Chernett were purchased with personal funds for an aggregate purchase price of approximately $20,619,936. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate percentage of Shares beneficially owned by the Reporting Person is based upon 69,587,840 Shares outstanding as of May 1, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on May 5, 2026.
As of the close of business on May 26, 2026, the Reporting Person beneficially owned 10,553,988 Shares.
Percentage: Approximately 15.17% | |
| (b) | 1. Sole power to vote or direct vote: 10,553,988
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,553,988
4. Shared power to dispose or direct the disposition: 0 | |
| (c) | The transactions in the Shares by the Reporting Person since the filing of Amendment No. 1 to the Schedule 13D are set forth in more detail in Exhibit 1 attached hereto. | |
| (d) | No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Transactions in the Securities | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit 1
Transactions in the Securities of the Issuer Since the Filing of Amendment No. 2 to the Schedule 13D
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Shares of Common Stock Purchased/(Sold) |
Price Per Share ($)1 |
Date of Purchase / Sale |
| 100,000 | 1.58 | 4/20/2026 |
| 100,000 | 1.51 | 4/21/2026 |
| 475,000 | 1.34 | 5/12/2026 |
| 100,000 | 1.17 | 5/19/2026 |
1 The prices reported in this column are weighted average prices. The Reporting Person undertakes to provide the Issuer and any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased (or sold) at each separate price such shares were purchased.