Form 8-K
8-K — Neuronetics, Inc.
Accession: 0001193125-26-235481
Filed: 2026-05-22
Period: 2026-05-18
CIK: 0001227636
SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — d138318d8k.htm (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2026
NEURONETICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-38546
33-1051425
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3222 Phoenixville Pike, Malvern, PA
19355
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (877) 600-7555
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock ($0.01 par value)
STIM
The Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Neuronetics, Inc. (the “Company”) previously announced that the Board appointed Francis X. Brown III as the Company’s Interim Principal Financial and Accounting Officer (the “Interim PAO”) effective as of May 5, 2026 pursuant to an amended and restated consulting agreement with Mr. Brown dated as of April 22, 2026 (the “Interim PAO Consulting Agreement”). Under the terms of the Interim PAO Consulting Agreement, Mr. Brown received $25,000 for his services as the Company’s Interim Principal Financial and Accounting Officer.
On May 18, 2026, the Company and Mr. Brown agreed to an Amended and Restated Consulting Agreement to: (i) clarify that Mr. Brown’s services include ongoing service as the Interim PAO until the Company employs a full-time controller and a full-time principal financial and accounting officer or any other date agreed in writing by the parties; and (ii) provide for compensation of $26,000 per month in lieu of the fixed hourly rate.
The foregoing summary of the Amended and Restated Consulting Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
10.1
Amended and Restated Consulting Agreement by and between the Company and Francis X. Brown III dated May 18, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 22, 2026
NEURONETICS, INC.
By:
/s/ W. Andrew Macan
W. Andrew Macan
Executive Vice President, Chief Legal Officer, and Corporate Secretary
EX-10.1
EX-10.1
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EX-10.1
Exhibit 10.1
AMENDED AND RESTATED CONSULTING AGREEMENT
This Amended and Restated Consulting Agreement (this “Agreement”), dated as of the later of the dates set forth on the signature
page hereto (the “Effective Date”), is made by and between Neuronetics, Inc., together with its subsidiaries and affiliates, including Greenbrook TMS Inc. and its subsidiaries and affiliates
(“Greenbrook” and, together with Neuronetics, Inc., collectively, “Neuronetics”) and the counterparty set forth on the signature page hereto (“Consultant”). Consultant and
Neuronetics are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”
Background
WHEREAS, the Parties executed
that certain Consulting Agreement dated as of April 15, 2026, pursuant to which Consultant provided various finance and accounting services to Neuronetics at a fixed hourly rate (the “General Agreement”);
WHEREAS, the Parties also executed that certain Amended and Restated Consulting Agreement dated as of April 22, 2026, pursuant to which Consultant served
as Neuronetics’ interim principal accounting and financial officer for a limited period (the “Interim PAO Agreement”);
WHEREAS, the Old Interim PAO Agreement terminated pursuant to its terms on May 5, 2026 (i.e., the date on which Neuronetics filed its Form 10-Q for the quarter ended March 31, 2026);
WHEREAS, the Parties desire to amend and restate the General Agreement
as set forth in this Agreement;
WHEREAS, Neuronetics desires Consultant to provide services to Neuronetics from time to time under the terms of this
Agreement; and
WHEREAS, Consultant is willing to provide such services to Neuronetics under the terms of this Agreement.
Agreement
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, and intending to be legally bound, the Parties agree as follows:
1. Amendment and Restatement; Consulting Services.
1.1. Amendment and Restatement. The General Agreement is amended and restated in its entirety by this Agreement.
1.2. Services. At Neuronetics’ request, Consultant will provide the consulting services described on the signature page hereto
(the “Consulting Services”). Neuronetics’ request for the Consulting Services will be given to Consultant with reasonable notice to Consultant and scheduled at mutually agreed upon and convenient times.
Page 1
1.3. Independent Contractor. Consultant and Neuronetics intend for Consultant to be
considered an independent contractor to Neuronetics for all purposes and not an employee of Neuronetics. Neuronetics will have no obligation to provide any employment-related benefits to Consultant. Consultant will indemnify, defend, and hold
harmless Neuronetics against any claim that Consultant is or was an employee of Neuronetics after the Effective Date.
1.4. No
Conflict. Consultant will not become a party to any non-competition covenant, non- disclosure agreement, or other agreement, covenant, understanding, or restriction that would prohibit Consultant from
executing this Agreement or performing Consultant’s duties, obligations, and responsibilities under this Agreement.
2. Compensation.
2.1. Monthly Rate. In consideration for Consultant’s performance of the Consulting Services, Neuronetics will pay Consultant at
the monthly rate set forth on the signature page hereto (the “Monthly Rate”). Neuronetics will reimburse reasonable, documented, and actual expenses incurred by Consultant to perform the Consulting Services, such as costs
for airfare at coach class, modest meals, and reasonable lodging accommodations. Reimbursement of approved expenses will be made by Neuronetics upon submission by Consultant of an invoice itemizing expenses incurred with original receipts or other
verification as Neuronetics may reasonably require. Any expenses over five hundred dollars ($500.00) must be approved by Neuronetics in advance.
2.2. Taxes. Consultant will be solely responsible for the payment of all taxes or contributions imposed or required by the tax laws of
any jurisdiction that pertain to the amounts paid to Consultant under this Agreement. Neuronetics may issue the appropriate tax forms to Consultant in respect of the payments made under this Agreement.
3. Term and Termination.
3.1. Te
rm. Subject to Section 3.2, the term of this Agreement will begin on the Effective Date and will expire on the end date specified on the signature page hereto (the “Term”).
3.2. Termination.
3.2.1. Termination for Convenience. A Party may terminate this Agreement for convenience upon thirty (30) days’ prior
written notice to the other Party.
3.2.2. Termination for Cause. A Party may terminate this Agreement for cause if the other Party
materially breaches any provision of this Agreement and fails to cure such breach within seven (7) days after the date on which the non-breaching Party gives the other Party written notice that describes
the breach in reasonable detail.
3.3. Effect of Termination or Expiration. Promptly but no later than seven (7) days after
any termination or expiration of this Agreement, Consultant will disclose to Neuronetics all Inventions and deliver to Neuronetics all work product resulting from the performance of the Consulting Services.
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4. Non-Exclusive Engagement. Neuronetics may from time to
time: (A) engage other persons and entities to act as consultants to Neuronetics and perform services for Neuronetics, including services that are similar to the Consulting Services; and (B) enter into agreements similar to this Agreement
with other persons or entities, in all cases without the necessity of obtaining approval from Consultant.
5. Warranty. Consultant warrants that
the Consulting Services will be performed in a professional and workmanlike manner.
6. Confidentiality.
6.1. Confidential Information. Consultant will not disclose to any person or entity or remove from the possession or control of
Neuronetics any Confidential Information, and will not use, except as necessary in connection with Consultant’s performance of the Consulting Services, any Confidential Information. As used in this Agreement, “Confidential
Information” means all information concerning Neuronetics including, without limitation, technical information concerning Neuronetics’ product development plans, the work product and other deliverables created by Consultant in
connection with this Agreement, technical data, trade secrets or know- how, research, products, services, customer lists, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, distribution
and sales methods and systems, sales and profit information, other financial information, and all other business information, in each case, whether disclosed in writing, orally, visually, or otherwise; provided, that the restrictions in this
Section 6 will not apply to Confidential Information that is or becomes publicly known through no wrongful act of Consultant.
6.2.
Consultant-Restricted Information. Consultant will not improperly use or disclose any proprietary or confidential information or trade secrets of any person or entity with whom Consultant has an agreement or duty to keep such information or
secrets confidential, and Consultant will not bring onto Neuronetics premises or otherwise share with Neuronetics any unpublished document or proprietary information belonging to any person or entity (other than Neuronetics or Consultant) unless
such person or entity consents in writing to Consultant doing so.
6.3. Third Party Information. Neuronetics has received and, in
the future, will receive from third parties their confidential or proprietary information subject to a duty on Neuronetics’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant
will hold such information in strictest confidence and, except as necessary in performing the Consulting Services and consistent with Neuronetics’ agreement with such third party, will not use or disclose such information to any person or
entity.
7. Ownership of Results.
7.1. Assignment of Inventions. Consultant will promptly make full written disclosure to Neuronetics, will hold in trust for the sole
right and benefit of Neuronetics, and assigns, transfers, and conveys to Neuronetics or Neuronetics’ designee, all worldwide right, title, and interest in and to all inventions, ideas, discoveries, original works of authorship (such as
business plans, market research, reports, computer code, and programs), all work product and other deliverables, findings, conclusions, data, developments, concepts, improvements, trade secrets, techniques, processes,
Page 3
and know-how, whether or not patentable or registrable under copyright or similar laws, that Consultant may solely or jointly conceive or develop or reduce
to practice, or cause to be conceived or developed or reduced to practice, in the performance of the Consulting Services or which result, to any extent, from use of Neuronetics premises, property, or Confidential Information, including all
intellectual property rights inherent in Inventions and appurtenant thereto, including, without limitation, all patent rights, copyrights, trademarks, know-how, and trade secrets (such intellectual property
rights, “Intellectual Property Rights”; collectively, “Inventions”). All original works of authorship that are made by Consultant (solely or jointly with others) in the performance of the
Consulting Services, and that are protectable by copyright, are “works made for hire” as such term is defined in the United States Copyright Act. However, if any such work may not be considered a “work made for hire,” or if
Consultant otherwise retains any rights therein, Consultant hereby forever and irrevocably assigns, transfers, and conveys to Neuronetics all worldwide right, title, and interest in and to such work, including all Intellectual Property Rights
therein and appurtenant thereto.
7.2. Further Assurances. Upon the request and at the expense of Neuronetics, Consultant will
execute and deliver all instruments and documents and take such other acts as may be necessary or desirable to document the assignment and transfer described in Section 7.1 or to enable Neuronetics to secure its rights in Inventions in all
jurisdictions, or to apply for, prosecute, and enforce Intellectual Property Rights in all jurisdictions with respect to any Inventions, or to obtain any extension, validation, re-issue, continuance, or
renewal of any such Intellectual Property Rights. Without limiting the immediately preceding sentence, Consultant will disclose to Neuronetics all pertinent information and data with respect thereto and will execute all applications, specifications,
oaths, and other instruments that Neuronetics deems necessary or appropriate to apply for and obtain such rights and to assign and convey to Neuronetics the sole and exclusive right, title, and interest in and to Inventions. If Neuronetics is unable
for any reason to secure Consultant’s signature to apply for or to pursue any application for any United States or foreign patent, trademark, copyright, or other registration covering Inventions assigned to Neuronetics pursuant to this
Agreement, then Consultant hereby irrevocably designates and appoints Neuronetics and its duly authorized officers and agents as Consultant’s agent and
attorney-in-fact, to act for and in Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further
the prosecution and issuance of letters patent or trademark, copyright, or other registrations thereon with the same legal force and effect as if executed by Consultant.
7.3. Pre-Existing Materials. If, in the course of performing the Consulting Services,
Consultant incorporates into any Invention any improvement, development, invention, software code, concept, discovery, or other proprietary information owned by Consultant or in which Consultant has an interest: (A) Consultant will obtain
Neuronetics’ approval in writing before incorporating such improvement, development, invention, software code, concept, discovery or other proprietary information into any Invention; and (B) Consultant will automatically be deemed to have
granted Neuronetics a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, copy, create derivative works of, modify, use, sell, and otherwise commercialize in any manner such item as part of or in connection with
such Invention (and derivatives, modifications and enhancements thereof). Consultant will not incorporate any improvement, development, invention, software code, concept, discovery, or other proprietary information owned by any third party into any
Invention without Neuronetics’ prior written consent.
Page 4
7.4. Warranty. Consultant hereby warrants that: (A) all Inventions will be the
original work of Consultant; (B) no Invention will infringe the copyright, patent, trade secret, or any other intellectual property right of any third party; (C) no Invention will be obscene, be libelous, or violate the right of privacy or
publicity of any third party; and (D) Consultant will not intentionally insert in any Inventions any virus, trap door, worm, or any other device that is injurious or damaging to software or hardware.
7.5. Use of Subcontractors. Consultant may not use subcontractors to perform the Consulting Services except with Neuronetics’
prior written consent. If Consultant so uses any such subcontractors, Consultant will take all necessary measures to ensure that each such subcontractor becomes bound by this Agreement.
8. Non-Solicitation. During the Term, and for a period of twelve (12) months thereafter, Consultant will
not: (A) direct or engage in, or attempt to direct or engage in, any act or omission that could disrupt, damage, impair, or interfere with the business of Neuronetics, whether by way of interfering with or disrupting the relationship between
Neuronetics and its employees, customers, potential customers, agents, representatives, clients, customers, vendors, suppliers, consultants, or contractors; or (B) otherwise induce or attempt to induce any such person or entity to cease doing
business, reduce, or otherwise limit its business with Neuronetics.
9. Non-Compete. Consultant will not,
directly or indirectly, for Consultant’s own benefit or for the benefit of any other person or entity, in any capacity (as a principal, shareholder, partner, member, investor, director, officer, agent, advisor, consultant, contractor,
employee, lender, or otherwise), engage or participate in, or be financially interested in, any person involved in: (A) manufacturing, selling, or utilizing transcranial magnetic stimulation therapy for the treatment of any indication for which
Neuronetics products or services has obtained regulatory approval anywhere in the United States or any other country or region in which Neuronetics is then selling its products or services, is planning to sell its products or services, or is
planning to apply for, or has applied for, regulatory approval to sell its products or services; or (B) the treatment of patients using treatment modalities offered by Greenbrook at any time during the Term; provided, however, that nothing
contained in this Section 9 will prevent Consultant from holding for passive investment of less than two percent (2%) of any class of equity securities of a company whose securities are publicly traded on a national securities exchange or in a
national market system.
10. Return of Neuronetics Property. Promptly upon the termination or expiration of this Agreement or upon
Neuronetics’ request, Consultant will deliver to Neuronetics (and will not keep in Consultant’s possession or deliver to anyone else) all Confidential Information and all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions thereof, developed by Consultant in connection with the Consulting Services or otherwise belonging to Neuronetics.
Consultant will not remove any Neuronetics property from Neuronetics premises without prior written consent from Neuronetics.
11. Applicable Law,
Dispute Resolution, and Attorneys’ Fees. For purposes of this Section 11, “Standard T&Cs” means Neuronetics’ standard terms and conditions, as Neuronetics may amend or modify from time to time in
its sole discretion, accessible at www.neurostar.com/t-c/ or any successor website or as otherwise made available to Consultant. The section of the Standard T&Cs that pertains to applicable law, dispute
resolution, and attorneys’ fees is incorporated by reference into this Agreement as if set forth in full herein, mutatis mutandis.
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12. Notices. All notices and other communications contemplated in this Agreement will be in writing
and will be deemed given: (A) when delivered by hand; (B) upon receipt of the Party to which it is addressed when delivered by email to the email address set forth below or as either Party specifies in a written notice to the other;
(C) two (2) days after being deposited with an overnight courier to the address set forth below or as either Party specifies in a written notice to the other; or (D) five (5) days after mailing, postage prepaid, by registered or certified
mail, return receipt requested, to the address set forth below or as either Party specifies in a written notice to the other; provided, that notices required to be delivered by other means pursuant to applicable law, such as service of process, must
be so delivered.
To Neuronetics:
Neuronetics, Inc.
Attention: Legal Department
3222 Phoenixville Pike
Malvern, PA 19355
To Consultant: (as set forth on the signature
page hereto)
13. Survival. Section 2.2, Section 3.3, Section 6, Section 7, Section 8 (as set forth therein),
Section 9, Section 10, Section 11, Section 12, this Section 13, Section 14, and Section 15 will survive the termination or expiration of this Agreement. Termination or expiration of this Agreement will not be
deemed to be a waiver of any claims arising from activities occurring prior to termination or expiration.
14. Severability. If any provision of
this Agreement is held to be invalid or unenforceable for any reason, then such provision will be modified or adjusted by a court or other tribunal exercising its equitable powers to the extent necessary to cure such invalidity or unenforceability,
and all other covenants and provisions will remain valid and enforceable.
15. Miscellaneous. This Agreement: (A) constitutes the final,
exclusive and fully integrated agreement between Neuronetics and Consultant relating to the subject matter of this Agreement; (B) supersedes any prior or contemporaneous agreements or understandings between Neuronetics and Consultant relating
to the subject matter of this Agreement; (C) may be modified or amended only via written instrument executed by the Parties; and (D) will be binding upon and inure to the benefit of and be enforceable by the respective successors and
assigns of the Parties; provided, that: (1) this Agreement may be assigned by Neuronetics; and (2) the duties, obligations, and responsibilities of Consultant are of a personal nature and, as such, this Agreement and the rights and
responsibilities of Consultant may not be assigned or delegated in whole or in part by Consultant without the prior written consent of Neuronetics. This Agreement may be signed in counterparts, which, when taken together, will be one and the same
document. The headings of the sections of this Agreement are for convenience of reference only.
Page 6
(No further text on this page. Signature page follows.)
Page 7
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date.
NEURONETICS:
Neuronetics, Inc.
Signature:
/s/ Jenn Lazar
Signing person’s name: Jenn Lazar
Signing person’s title: AVP, Human Resources
Date: 05/18/2026
Consultant’s monthly rate (write $ amount): $26,000.00
Agreement end date: The date on which Neuronetics employs a full-time controller and a full-time principal financial and accounting officer, or any other date
agreed upon in writing by the Parties
Description of the Consulting Services:
All controller functions that Consultant performed while he was an employee of Neuronetics; service as Neuronetics’
interim principal financial and accounting officer
CONSULTANT:
Signature:
/s/ Francis X. Brown III
Signing person’s name: Francis X. Brown III
Date: 05/18/2026
Address for
notices:
Email address for notices:
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
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Namespace Prefix:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
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Data Type:
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Balance Type:
na
Period Type:
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X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
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Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
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