Neuropace Inc SEC Filings

NeuroPace reported sequentially stronger commercial results with improving margins but continued net losses and new financing activity that reshaped its balance sheet. Revenue for the quarter was $23.5 million, up 22% from the year-ago quarter, producing gross profit of $18.1 million and a gross margin of 77.1% versus 73.4% a year earlier. The company recorded a net loss of $8.7 million ($0.26 per share) for the quarter and a six-month net loss of $15.2 million.

NeuroPace ended June 30, 2025 with $62.1 million of cash, cash equivalents and short-term investments. In February 2025 it completed a follow-on offering that generated $69.7 million net proceeds and used $49.5 million to repurchase shares from a significant stockholder. In June 2025 NeuroPace replaced its prior CRG term loan with a $60.0 million MidCap term loan and had $58.6 million of long-term debt, net. The company remains in compliance with its MidCap covenants, reporting trailing 12-month RNS System revenue of $71.6 million and stating its cash resources are expected to fund operations for at least 12 months.

NeuroPace, Inc. reported that it issued a press release announcing its financial results for the fiscal quarter ended June 30, 2025. The press release is furnished as Exhibit 99.1 to this current report and is incorporated by reference into the filing. The company explicitly states that the information in Item 2.02, including the exhibit, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act nor incorporated by reference in filings under the Securities Act except by specific reference. No financial figures or earnings metrics are included in the text of this report.

Amendment No. 5 to Schedule 13G discloses that investment vehicles affiliated with Soleus Capital and managing member Guy Levy collectively own 2,303,828 shares of NeuroPace, Inc. (NPCE), equal to 7.0 % of the 32,798,505 shares outstanding on 05-09-25.

Key holders: (1) Soleus Capital Master Fund, L.P. – 1,993,507 shares (6.1 %); (2) Soleus Private Equity Fund I, L.P. – 310,321 shares (0.9 %). All entities report shared voting and dispositive power and zero sole voting/dispositive power. The filing, made 08-05-25 for an event on 06-30-25, is submitted under Rule 13d-1(c), indicating a passive investment with no intent to influence control.

The updated 7 % stake places Soleus Capital among NPCE’s largest shareholders, giving it material but not controlling influence; no financial results or transaction terms accompany the disclosure.

NeuroPace CFO Patrick F. Williams received significant equity compensation on June 20, 2025, consisting of two main components:

Restricted Stock Units (RSUs):

• 51,850 RSUs granted at $0 cost
• Vesting schedule: 25% vests on June 20, 2026, remaining vests quarterly over 3 years

Stock Options:

• 87,950 options granted with strike price of $10.41
• 10-year term, expiring June 19, 2035
• Same vesting schedule as RSUs: 25% after one year, then quarterly over 3 years

This compensation package demonstrates NeuroPace's strategy to align executive interests with long-term shareholder value through equity incentives with extended vesting periods.

NeuroPace, Inc. (NPCE) – Form 3 Initial Statement of Beneficial Ownership

Chief Financial Officer Patrick F. Williams filed an initial Form 3 for an event dated 06/20/2025. The document confirms that he currently holds no beneficial ownership—neither common stock nor derivative securities—in NeuroPace. The filing was signed by attorney-in-fact Leah Akin on 06/24/2025.

Form 3 is required when an individual becomes a Section 16 insider (director, officer, or >10 % shareholder). This submission fulfills that requirement and sets Williams’s baseline ownership level for future insider transaction reporting.

On 24 June 2025, NeuroPace (NPCE) filed a Form 4 for director Dr. Uri Geiger detailing a series of stock grants received as part of the company’s non-employee director compensation policy, issued in lieu of cash retainers.

• Latest grant: 1,140 shares on 21 June 2025 at $10.41.
• Cumulative direct holdings: 12,036 common shares after the reported transactions.
• Grant history: Eight quarterly issuances from 30 June 2023 through 21 June 2025, priced between $4.49 and $13.20, all coded “A” (acquisition).
• Indirect holdings: 4,432,948 shares held through Accelmed Partners II LP, over which Dr. Geiger exercises sole voting and dispositive control.

No shares were sold, and there are no derivative security movements disclosed. The filing is administrative, reflecting routine equity compensation rather than a strategic insider transaction.

NeuroPace director Rakhi Kumar reported multiple acquisitions of common stock between June 2023 and June 2025, received as compensation under the company's non-employee director compensation policy in lieu of quarterly retainer fees.

Key transaction details:

• Total shares accumulated: 15,594 shares
• Purchase prices ranged from $4.49 to $13.20 per share
• Largest single acquisition: 3,340 shares on June 30, 2023
• Most recent acquisition: 1,440 shares at $10.41 on June 21, 2025

All transactions were direct acquisitions, with shares held in direct ownership. The consistent pattern of quarterly acquisitions suggests regular board compensation practices, with share quantities varying based on the prevailing stock price at each grant date.

Joseph Lacob, Director at NeuroPace, reported multiple acquisitions of common stock through the company's non-employee director compensation policy in lieu of quarterly retainer fees from June 2023 to June 2025.

Key transactions include:

• Nine separate acquisitions totaling 11,696 shares at prices ranging from $4.49 to $13.20
• Most recent acquisition: 1,080 shares at $10.41 on June 21, 2025
• Current direct ownership: 12,080 shares
• Significant indirect ownership through: - Lacob Ventures LLC: 128,174 shares - LCT18 Investments: 223,554 shares

Total beneficial ownership (direct and indirect) amounts to 363,808 shares, demonstrating substantial insider stake in the company. All direct acquisitions were made as compensation for board service rather than open market purchases.

NeuroPace director Frank M. Fischer reported multiple acquisitions of common stock through the company's non-employee director compensation policy in lieu of quarterly retainer fees from June 2023 to June 2025. Key transactions include:

• Most recent acquisition: 2,281 shares at $10.41 per share on June 21, 2025
• Largest acquisition: 4,469 shares at $4.49 per share on June 30, 2023
• Total shares accumulated: Increased position from 570,126 to 589,531 shares
• Share price range: $4.49 to $13.20 across nine quarterly acquisitions

All transactions were direct ownership acquisitions, with no derivative securities involved. The consistent pattern of stock acquisitions in lieu of cash compensation demonstrates the director's long-term alignment with shareholder interests and confidence in the company's future.