8-K

NeuroPace, Inc.

Dated: February 18, 2025

/s/ Rebecca Kuhn

Rebecca Kuhn

Chief Financial Officer and Vice President, Finance and Administration

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 14, 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 8.01

Other Events.

On February 14, 2025, NeuroPace, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in a public offering of 6,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Equity Offering”). The price to the public in the Equity Offering is $10.00 per share and the discount to the Underwriters is $0.60 per share. The net proceeds to the Company from the Equity Offering are expected to be $60.6 million, after deducting the underwriting discounts and commissions and offering expenses. The closing of the Equity Offering is expected to occur on February 18, 2025, subject to the satisfaction of customary closing conditions. In addition, the Company granted the Underwriters a 30-day option to purchase up to 975,000 additional shares of its common stock at the public offering price, less the underwriting discounts and commissions (the “Underwriters’ Option”). The Company expects to use $49.5 million of the net proceeds from the Equity Offering to repurchase 5,270,845 shares from its significant stockholder, KCK Ltd. (“KCK”), which represents all shares of the Company’s common stock held by KCK, at $9.40 per share (the “Stock Repurchase”). The Company intends to use the remaining net proceeds from the Equity Offering and the net proceeds from the Underwriters’ Option for general corporate purposes, which may include clinical trial and other research and development expenses, selling, general and administrative expenses, debt reduction and working capital.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act,”) other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by such parties.

The Equity Offering is being made pursuant to the Company’s registration statement on Form S-3 (Registration Statement No. 333-268243) that was declared effective by the Securities and Exchange Commission (the “SEC”) on November 22, 2022, and a prospectus supplement thereunder. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 and incorporated by reference herein. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the Equity Offering is filed as Exhibit 5.1 hereto.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and Private Securities Litigation Reform Act 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 “anticipate,” “believe,” “expects,” “intends,” “may,” “plan,” “should,” “subject to,” “will,” “would” 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 Current Report on Form 8-K include, but are not limited to, statements regarding: the completion of the Equity Offering, the satisfaction of customary closing conditions related to the Equity Offering and Stock Repurchase, and the planned use of the net proceeds from the Equity Offering, including to effect the Stock Repurchase. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the Equity Offering and the Stock Repurchases. 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 our public filings with the SEC, including our 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 we may file with the SEC in the future. Forward-looking statements contained in this Current Report on Form 8-K are based on information available to us as of the date hereof. We undertake no obligation to update such information except as required under applicable law.

Item 9.01

Financial Statements and Exhibits.


Exhibit No.		Description

1.1		Underwriting Agreement, dated February 14, 2025, by and between NeuroPace, Inc. and J.P. Morgan Securities LLC.

5.1		Opinion of Cooley LLP.

23.1		Consent of Cooley LLP (included in Exhibit 5.1).

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.

SEC Form 8-K filed by Neuropace Inc.