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