Full Press Release Details
Acquisition October 2, 2024
Forward Looking Statements This presentation contains estimates and
other statistical data prepared by independent parties and by Neuronetics, Inc. ("Neuronetics" or the "Company") relating to market size and growth and other data about the industry in which the Company operates. These
estimates and data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and data. Certain statements in this presentation, including the documents incorporated by reference herein, include
"forward-looking statements" within the meaning of U.S. federal securities laws. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by words or expressions such as "expect", "anticipate", "intend", "plan", "believe", "estimate", "may", "will",
"project", "could", "should", "would", "seek", "forecast", "expect", "anticipate", "predict", "outlook", "potential",
or other similar expressions, including without limitation the negative of these terms. Forward-looking statements represent current judgments about possible future events, including, but not limited to statements regarding expectations or forecasts
of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs relating to the proposed transaction between Greenbrook TMS Inc. ("Greenbrook" or "Greenbrook TMS")
and Neuronetics, such as statements regarding the combined operations and prospects of Greenbrook and Neuronetics, estimates of pro forma financial information of the combined company, the current and projected market, growth opportunities and
synergies for the combined company, federal and state regulatory tailwinds, the expected cash balance of Greenbrook at the time of the closing of the proposed Arrangement (as such term is defined in the Neuronetics preliminary proxy statement),
expectations regarding Neuronetics' ability to leverage Greenbrook's assets, the expected composition of the management and the board of directors of the combined company, gross margin and future profitability expectations, and the
timing and completion of the Arrangement, including the satisfaction or waiver of all the required conditions thereto. These forward-looking statements are based upon the current beliefs and expectations of the management of Neuronetics and are
subject to known and unknown risks and uncertainties. Factors that could cause actual events to differ include, but are not limited to: the inherent uncertainty associated with financial or other projections or outlooks, including due to the
unpredictability of the underlying assumptions, adjustments and estimates; Neuronetics' ability to maintain the listing requirements of Nasdaq; the total addressable market of Neuronetics' and Greenbrook's
businesses; general economic conditions in the markets where Neuronetics and Greenbrook operate; the expected timing of any regulatory approvals relating to the Arrangement, the businesses of Greenbrook and Neuronetics and of the
combined company and product launches of such businesses and companies; the non-performance of third-party vendors and contractors; the risks related to the combined company's ability to successfully sell its products and the
market reception to and performance of its products; Greenbrook's, Neuronetics', and the combined company's compliance with, and changes to, applicable laws and regulations; the combined company's limited
operating history; the combined company's ability to manage growth; the combined company's ability to obtain additional or suitable financing; the combined company's ability to expand product offerings;
the combined company's ability to compete with others in its industry; the combined company's ability to protect its intellectual property; the retention of employees of Greenbrook and Neuronetics following the
announcement of the Arrangement; Greenbrook's, Neuronetics', and the combined company's ability to defend against legal proceedings; 2
Forward Looking Statements (continued) the combined
company's success in retaining or recruiting, or changes required in, its officers, key employees or directors; the combined company's ability to achieve the expected benefits from the Arrangement within the expected time frames
or at all; the incurrence of unexpected costs, liabilities or delays relating to the proposed Arrangement; the satisfaction (or waiver) of closing conditions to the consummation of the Arrangement, including with respect to the
approval of Neuronetics Stockholders and Greenbrook Shareholders; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Arrangement Agreement (as such term is defined in the
Neuronetics preliminary proxy statement); the disruption of the attention of management of Greenbrook and Neuronetics from ongoing business operations due to the Arrangement Agreement; the outcome of any legal proceedings related to
the Arrangement Agreement; the fact that the trading price of the Greenbrook Shares or the Neuronetics Shares may decline significantly if the Arrangement is not completed; the effect of the announcement or pendency of the
transaction on the combined company's business relationships, operating results and business generally; and other economic, business, competitive, and regulatory factors affecting the businesses of the companies generally, including,
but not limited to, those set forth in Greenbrook's filings with the SEC and the Canadian Securities Administrators, including in the "Risk Factors" section of the Greenbrook 10-K and any subsequent filings with the U.S. Securities
and Exchange Commission (the "SEC") and the Canadian Securities Administrators, and those set forth in Neuronetics' filings with the SEC, including in the "Risk Factors" section of Neuronetics' Annual Report on
Form 10-K filed with the SEC on March 8, 2024 and any subsequent SEC filings. These documents with respect to Greenbrook can be accessed on Greenbrook's website at https://www.greenbrooktms.com/investor-relations, on Greenbrook's SEDAR+
profile at www.sedarplus.ca or on Greenbrook's EDGAR profile at www.sec.gov and these documents with respect to Neuronetics can be accessed on Neuronetics' website at https://ir.neuronetics.com/ or on Neuronetics' EDGAR profile at
www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or, if any of them do, what impact they
will have on the results of operations and financial condition of Greenbrook, Neuronetics or the combined company. Forward-looking statements speak only as of the date they are made, and Greenbrook, Neuronetics and the combined company undertake no
obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors that affect the subject of these statements, except where they are expressly required to do so
by law. Projections and estimates used in this presentation are considered forward looking statements. See cautionary statement above regarding forward-looking statements. Forward- looking information representing post-closing expectations is
inherently uncertain. Estimates such as expected accretion, expected future production, internal rate of return, financial flexibility and balance sheet strength are preliminary in nature. There can be no assurance that the proposed Arrangement will
close or that the forward-looking information will prove to be accurate. 3
No Offer or Solicitation This communication is for information purposes
only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Neuronetics, Greenbrook and their
respective directors and executive officers may be deemed participants in the solicitation of proxies from Neuronetics' stockholders in connection with the transaction. Neuronetics' stockholders and other interested persons may obtain,
without charge, more detailed information (i) regarding the directors and officers of Neuronetics in Neuronetics' Annual Report on Form 10-K filed with the SEC on March 8, 2024, its proxy statement relating to its 2024 Annual Meeting of
Stockholders filed with the SEC on April 11, 2024 and other relevant materials filed with the SEC when they become available; and (ii) regarding Greenbrook's directors and officers in Greenbrook's Annual Report on Form 10-K filed with
the SEC and on SEDAR+ on April 25, 2024 and other relevant materials filed with the SEC and on SEDAR+, as applicable, when they become available. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation
of proxies to Neuronetics' stockholders in connection with the transaction is set forth in the Neuronetics preliminary proxy statement filed with the SEC on September 17, 2024. Additional information regarding the interests of participants in
the solicitation of proxies in connection with the transaction is included in the Neuronetics preliminary proxy statement filed with the SEC on September 17, 2024. Notice Regarding Information Descriptions in this presentation of the terms of the
Arrangement Agreement, the Plan of Arrangement, the Greenbrook Voting and Support Agreements, the Neuronetics Voting and Support Agreements, the TL Conversion Agreement are summaries of the terms of those documents. Neuronetics Stockholders are
urged to carefully read the full text of each of these documents. A copy of the complete text of the Arrangement Agreement and Plan of Arrangement is an exhibit to Neuronetics Current Report on Form 8-K filed with U.S. Securities and Exchange
Commission ("SEC") on August 13, 2024. The complete text of the Greenbrook Voting and Support Agreements is available on Neuronetics' EDGAR profile at www.sec.gov and the complete text of the Neuronetics Voting and Support
Agreements is available on Neuronetics' EDGAR profile at www.sec.gov. The complete text of the TL Conversion Agreement is available on Greenbrook's EDGAR profile at www.sec.gov and on Greenbrook's SEDAR+ profile at
www.sedarplus.ca. This presentation contains industry, market and competitive position data from Neuronetics' own internal estimates and research as well as industry and general publications and research surveys and studies conducted by third
parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Neuronetics' internal data
and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which Neuronetics operates and its management's understanding of industry conditions. While Neuronetics believes that
each of these studies and publications is reliable, Neuronetics has not independently verified market and industry data from third party sources. While Neuronetics believes its internal company research is reliable and the market definitions are
appropriate, neither such research nor these definitions have been verified by any independent source. Projections All of the projections and estimates in this presentation (the "Projections") are based on information and assumptions
made available during Neuronetics' evaluation of the proposed transaction between Neuronetics and Greenbrook. Neuronetics does not know if such assumptions are accurate or will continue to be accurate. Such information can be adversely
affected by known or unknown risks and uncertainties, many of which are beyond Neuronetics' control. Further, financial forecasts of this type are based on estimates and assumptions that are inherently subject to risks and other factors such
as the Company's performance, Greenbrook's performance, industry performance, general business, economic, regulatory, market and financial conditions, as well as changes to the business, financial condition or results of operations of
Neuronetics and Greenbrook, including the factors described under "Risk Factors" and "Information Concerning Forward-Looking Statements" in the joint proxy statement / management information circular filed on September 17,
2024, which factors and changes may impact such forecasts or the underlying assumptions. As a result of these contingencies, there can be no assurance that the Projections will be realized or that actual results will not be significantly higher or
lower than projected. 4
Non-GAAP Financial Measures In addition to financial measures prepared
in accordance with accounting principles generally accepted in the United States ("GAAP"), from time to time we may use or publicly disclose certain non-GAAP financial measures in the course of our financial presentations, earnings
releases, earnings conference calls, and otherwise. For these purposes, the SEC defines a non-GAAP financial measure as a numerical measure of historical or future financial performance, financial positions, or cash flows that (i) exclude amounts,
or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with GAAP in financial statements, and (ii) include amounts, or is subject to adjustments that
effectively include amounts, that are excluded from the most directly comparable measure so calculated and presented. Non-GAAP financial measures are provided as additional information to investors to provide an alternative method for assessing our
financial condition and operating results. We believe that these non-GAAP measures, when taken together with our GAAP financial measures, allow us and our investors to better evaluate our performance and profitability. These measures are not in
accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. These measures should be used in addition to and in conjunction with results presented in accordance with
GAAP, and should not be relied upon to the exclusion of GAAP financial measures. Pursuant to the requirements of Regulation G, whenever we refer to a non-GAAP financial measure, we will also generally present, the most directly comparable financial
measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference with such comparable GAAP financial measure. Adjusted Earnings before Interest, Taxes,
Depreciation and Amortization ("Adjusted EBITDA") Adjusted EBITDA is defined as net income/(loss) before interest, income taxes, depreciation and amortization ("EBITDA") adjusted to exclude stock-based compensation, other
non- recurring items, and EBITDA attributable to non-controlling interest. We use Adjusted EBITDA to evaluate operating performance, and this financial measure is among the primary measures we use for planning and forecasting future periods. We
further believe that the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by management and makes it easier to compare our results with the
results of other companies that have different financing and capital structures. 5
Neuronetics + Greenbrook TMS Combining two of the nation's largest
mental health companies to create an organization with the ability to leverage its scale and capabilities to treat more patients suffering from mental health conditions 6
Significant, Underpenetrated U.S. TMS Market Opportunity U.S. Adults and
Adolescents Patients suffering from depression, >29 million 1 depression with anxiety, and OCD Patients currently 2,3 10.9 million being treated Poorly served by 4,5,6 4.4 million medication Patients treated ~100 0.4% thousand 7 Penetration using
Transaction Overview All of Greenbrook TMS' outstanding
long-term debt will be converted into common shares of Greenbrook ("Greenbrook Shares") prior to closing of the proposed Arrangement All-stock transaction with pro forma ownership: 57% Neuronetics, 43% Greenbrook TMS Structure
Each Greenbrook Share is expected to be converted into 0.01149 of a share of Neuronetics common stock, subject to adjustment prior to closing of the proposed Arrangement Existing Neuronetics management team to maintain leadership
roles Key Greenbrook TMS management team to join Neuronetics leadership team Governance Combined company will continue to operate as Neuronetics, Inc. Ticker: STIM (NASDAQ) Unanimously approved by both
companies' Boards of Directors Customary closing conditions required Conditions / Timing Transaction requires approval by both Neuronetics and Greenbrook TMS shareholders Anticipated closing in the fourth quarter of
Neuronetics and Greenbrook TMS Overview Neuronetics Greenbrook TMS
Neuronetics' NeuroStar Advanced Therapy for Mental Health is the leading Greenbrook is a leading provider of TMS therapy in the U.S. for the treatment transcranial magnetic stimulation ("TMS") treatment for major depressive of
mental health disorders disorder ("MDD") 118 Treatment Centers in 17 U.S. states NeuroStar is Renewing Lives by Transforming Neurohealth: NeuroStar is a non-drug, noninvasive treatment that can improve the NeuroStar quality of
life for people suffering from neurohealth conditions when TMS traditional medication hasn't helped Greenbrook Offers Three Distinct Services for Patients: Dedicated to Neuronetics is the largest direct sales and customer support team
in the NeuroStar Neuronetics is the exclusive provider of TMS devices to Greenbrook Practice industry to support over 1,100 U.S. offices Currently have 245 NeuroStars in active use TMS Success Esketamine nasal spray Widely
Dedicated to driving health policy to ensure broad U.S. reimbursement Fills the gap in the treatment paradigm for MDD between or before TMS Spravato among commercial and government payors Reimbursed and ECT rd Robust R&D
3 generation system Med Ongoing management to prescribed pharmaceutical treatments throughout Pipeline Largest clinical dataset in the world to drive new indications Management a patient's continuum of care > 182,000
> 6,600,000 $71.3 M > 49,000 > 1,610,000 $73.8 M Unique Patients Treated Treatments Administered FY 2023 Revenue Unique Patients Treated Treatments Administered FY 2023 Revenue 9
Transaction Rationale Creates a vertically integrated organization
providing access to mental health treatment with significant scale in the U.S. Strategic Financial Increased brand awareness for NeuroStar Increased revenue scale and strong growth trajectory More consistent delivery of best
practices at Greenbrook sites as a model for all customers Material cost synergies Ability to provide customers with training on Accelerated path to profitability incorporation of med management and Spravato Bolstered
balance sheet Ability to provide additional centralized services to all customers, including payor contract negotiations, reimbursement processing, revenue cycle management, and a centralized call center 10
Key Reasons to Support Neuronetics' Acquisition of Greenbrook
Expanded Revenue Opportunities from a Broader Portfolio of Mental Health- Related Products and Services Creates Benefits for All of Neuronetics' Customers Ability to Leverage the Better Me Platform to Better
Operationalize Greenbrook Clinics and to Serve as a Model for Best Practices Across All Customers Optimizes Marketing Strategies and Spending to Improve the Patient Experience and Return on Investment Attractive Financial Profile and
Stronger Balance Sheet 11