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Note Receivable
9 Months Ended
Sep. 30, 2022
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract]  
Note Receivable

8.     NOTE RECEIVABLE

On September 29, 2021, Neuronetics, Inc. the Company entered into an exclusive, five-year master sales agreement (the “Commercial Agreement”) with Check Five, LLC d/b/a Success TMS (“Success TMS”). In connection with the Commercial Agreement, the Company agreed to loan Success TMS the principal amount of $10.0 million for a period of five years pursuant to a secured promissory note (the “Note”). The Note bore interest at a floating rate equal to the prime rate plus 6.00% per annum. The Note included an interest-only period through October 1, 2022, after which time Success TMS was required to make monthly payments of principal and interest. Under the terms of the Note, the Company had received a first priority security interest in substantially all of the assets of Success TMS. Success TMS has also granted the Company an observer seat on the Board of Managers of Success TMS.

In the Note, Success TMS made certain representations and warranties and was required to comply with certain customary affirmative and negative covenants during the term of the Note.

On April 29, 2022, the Company entered into a Subordination Agreement (the “Subordination Agreement”) with ZW Partners, LLC, a New Jersey limited liability company (“ZW Partners”), pursuant to which the Company agreed to subordinate its rights under the Note to the rights of ZW Partners under a revolving promissory note, dated as of April 29, 2022 (the “Senior Note”), issued by Success TMS to ZW Partners in an amount up to $10.0 million. As a result, payments in respect of the Note were subordinate and subject in right and time of payment to payment in full of the Senior Note, and ZW Partners’ liens and security interests upon the collateral securing both the Senior Note and the Note are superior in priority to the Company’s liens and security interests upon such collateral. Under the Agreement, the Company had the right to purchase, at par, the entire aggregate amount of debt under the Senior Note at any time.

On July 14, 2022, Success TMS repaid in full the Note issued on September 29, 2021 with a cash payment of $10.5 million, which included all outstanding principal, prepayment premium and accrued but unpaid interest. The repayment extinguished the Note in its entirety and terminated the Subordination Agreement entered into by the Company and ZW Partners.

Interest income recognized by the Company was $0.5 million and $1.0 million for the three and nine months ended September 30, 2022, respectively.