NeuroPace Inc false 0001528287 0001528287 2025-02-20 2025-02-20

 

 

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): February 20, 2025

 

 

NEUROPACE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40337   22-3550230

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

455 N. Bernardo Avenue

Mountain View, CA

    94043
(Address of principal executive offices)     (Zip Code)

(650) 237-2700

Registrant’s telephone number, including area code

Not Applicable

(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 (see General Instructions A.2. below):

 

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, $0.001 par value per share   NPCE   The Nasdaq Stock Market LLC

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 7.01

Regulation FD Disclosure.

On February 20, 2025, NeuroPace, Inc. (the “Company”) issued a press release announcing the closing of its previously announced repurchase of 5,270,845 shares of its common stock from KCK Ltd. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information and the accompanying Exhibit 99.1 are not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

 

Item 8.01

Other Events.

On February 20, 2025, the Company terminated its sales agreement, dated November 8, 2022, by and between the Company and Leerink Partners LLC, pursuant to which the Company may offer and sell shares of common stock through an at-the-market, or ATM, equity offering program having an aggregate offering price of up to $50.0 million. As of the date of this Current Report on Form 8-K, the Company had $38.3 million remaining to be sold under the ATM equity offering program.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit
 No. 

  

Description

99.1    Press Release, dated February 20, 2025.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    NeuroPace, Inc.
Dated: February 20, 2025     By:  

/s/ Rebecca Kuhn

      Rebecca Kuhn
      Chief Financial Officer and Vice President, Finance
and Administration

Exhibit 99.1

 

LOGO

NeuroPace Completes Repurchase of 5.3 Million Shares of Its Common Stock from KCK Ltd.

Mountain View, Calif. – February 20, 2025 – NeuroPace, Inc. (Nasdaq: NPCE), a medical device company focused on transforming the lives of people living with epilepsy, today announced it has completed the previously announced plan to repurchase 5,270,845 shares of the Company’s common stock from KCK Ltd. The repurchase of these shares allowed for the organized sale by KCK Ltd. of all remaining shares it held in the Company. NeuroPace funded the repurchase of these shares using a portion of the proceeds from its recent underwritten public offering. NeuroPace also strengthened its balance sheet following the closing of the public offering, which the Company now anticipates will be sufficient to support its planned operations until achieving cash flow breakeven. Additionally, the Company terminated its current at-the-market (ATM) offering program.

“We are pleased by the interest in our recent financing and the confidence it shows in our mission to transform the lives of people suffering from drug-resistant epilepsy through RNS® therapy. We are also excited to have a strong group of investors join NeuroPace as part of our recent financing,” said Joel Becker, Chief Executive Officer of NeuroPace. “We would also like to thank KCK Ltd. for their support of NeuroPace over the years.”

“The remaining proceeds from our recent financing further strengthened our balance sheet and our ability to execute the long-range plan we presented at our investor day held last month in New York City. Based on this plan, we believe that we have sufficient cash runway to achieve cash flow breakeven,” added Mr. Becker.

About NeuroPace, Inc.

Based in Mountain View, Calif., NeuroPace is a medical device company focused on transforming the lives of people living with epilepsy by reducing or eliminating the occurrence of debilitating seizures. Its novel and differentiated RNS System is the first and only commercially available, brain-responsive platform that delivers personalized, real-time treatment at the seizure source. This platform can drive a better standard of care for patients living with drug-resistant epilepsy and has the potential to offer a more personalized solution and improved outcomes to the large population of patients suffering from other brain disorders.

Forward-Looking Statements

This press release may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will” and variations of these words or similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements regarding: NeuroPace’s cash runway, use of its capital resources and its ability to execute its long-range plan or achieve cashflow break even. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various factors, including: actual operating results may differ significantly from any guidance provided; risks related to NeuroPace’s use of its capital resources; uncertainties related to market acceptance and adoption of NeuroPace’s RNS System and impacts to NeuroPace’s revenue for 2025 and in the future; risks that NeuroPace’s operating expenses could be higher than anticipated and that the Company’s gross margin may be lower than forecast; risks related to the pricing of the RNS System and availability of adequate reimbursement for the


procedures to implant the RNS System and for clinicians to provide ongoing care for patients treated with the RNS System; risks related to regulatory compliance and expectations for regulatory approvals to expand the market for NeuroPace’s RNS System; risks related to product development; and other important factors. These and other risks and uncertainties include those described more fully in the section titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in NeuroPace’s public filings with the U.S. Securities and Exchange Commission (SEC), including its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 12, 2024, as well as any other reports that it may file with the SEC in the future. Forward-looking statements contained in this announcement are based on information available to NeuroPace as of the date hereof. NeuroPace undertakes no obligation to update such information except as required under applicable law. These forward-looking statements should not be relied upon as representing NeuroPace’s views as of any date subsequent to the date of this press release and should not be relied upon as a prediction of future events. In light of the foregoing, investors are urged not to rely on any forward-looking statement in reaching any conclusion or making any investment decision about any securities of NeuroPace.

Investor Contact:

Jeremy Feffer

Managing Director

LifeSci Advisors

jfeffer@lifesciadvisors.com

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Feb. 20, 2025
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Document Type 8-K
Document Period End Date Feb. 20, 2025
Entity Incorporation State Country Code DE
Entity File Number 001-40337
Entity Tax Identification Number 22-3550230
Entity Address, Address Line One 455 N. Bernardo Avenue
Entity Address, City or Town Mountain View
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94043
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Local Phone Number 237-2700
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