NeuroPace cuts 2026 revenue guidance to $91M–$92M
Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
NeuroPace (NPCE) reported third-quarter 2026 revenue of $23.1 million, down 1.1% from $23.4 million a year earlier; RNS System revenue was $22.9 million, up 1.4%. GAAP net loss from continuing operations narrowed to $3.3 million from $4.9 million, while adjusted EBITDA was $0.4 million versus a $1.3 million loss. Non-GAAP gross margin was 84.8%, compared with 82.8%.
NeuroPace revised full-year revenue guidance to $91 million-$92 million from $99.5 million-$101.5 million, including approximately $1 million in expected service revenue and 10%-11% underlying RNS growth. It raised non-GAAP gross margin guidance to 83.0%-83.5%, cut non-GAAP operating expense guidance to $85 million-$86 million, and projected an adjusted EBITDA loss of $8.5 million-$9.5 million. Management said quarterly revenue was below expectations. Cash, cash equivalents, short-term investments and restricted cash totaled $49.5 million as of September 30, 2026; long-term borrowings were $59.2 million. NeuroPace submitted a Remote Care PMA supplement to FDA and began AURORA enrollment for a potential adolescent indication expansion.
2 points · 0 major1 major · 3 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointContinuing-operations net loss narrowed to $3.3 million from $4.9 million.
- Moderate pointAdjusted EBITDA was $0.4 million income, versus a $1.3 million loss.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.2026 revenue guidance fell to $91-$92 million from $99.5-$101.5 million.
- Minor pointNine-month operating cash use rose to $12.6 million from $11.5 million.
- Minor point. Forward-looking: it has not happened yet and may not happen.Adjusted EBITDA loss guidance shifted to $8.5-$9.5 million from $7.5-$8.5 million.
Filing Explained
For NeuroPace’s IGE indication expansion, the FDA provided feedback at a Submission Issue Request meeting; the company is incorporating it and expects to submit an amendment around
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Total revenue: $23.1 million
RNS System revenue: $22.9 million
GAAP net loss from continuing operations: ($3.3) million
+5 more
8 metrics
Total revenue
$23.1 million
Third quarter 2026; down 1.1% from $23.4 million in the third quarter of 2025
RNS System revenue
$22.9 million
Third quarter 2026; up 1.4% year over year
GAAP net loss from continuing operations
($3.3) million
Third quarter 2026; compared with ($4.9) million in the third quarter of 2025
Adjusted EBITDA
$0.4 million income
Third quarter 2026; compared with a ($1.3) million loss in the third quarter of 2025
Cash, cash equivalents, short-term investments and restricted cash
$49.5 million
As of September 30, 2026
2026 revenue guidance
$91 million to $92 million
Revised full-year guidance; previous range was $99.5 million to $101.5 million
2026 non-GAAP gross margin guidance
83.0% to 83.5%
Revised full-year guidance; previous range was 82.0% to 83.0%
2026 Adjusted EBITDA guidance
($8.5) million to ($9.5) million
Revised full-year guidance; previous range was ($7.5) million to ($8.5) million
Key Terms
Adjusted EBITDA, non-GAAP gross margin, premarket approval (PMA) supplement, Submission Issue Request (SIR), +2 more
6 terms
Adjusted EBITDA financial
"Adjusted EBITDA was $0.4 million for the third quarter of 2026"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
non-GAAP gross margin financial
"Non-GAAP gross margin for the third quarter of 2026 was 84.8%"
Non-GAAP gross margin is a measure of a company's profitability that shows how much money it makes from sales after subtracting the direct costs of producing its products or services, but without applying certain accounting adjustments required by standard rules. It helps investors understand the company's core earning ability by excluding items like one-time expenses or accounting changes. This metric provides a clearer picture of ongoing business performance beyond official financial reports.
premarket approval (PMA) supplement regulatory
"regarding the Company’s premarket approval (PMA) supplement for idiopathic generalized epilepsy"
A premarket approval (PMA) supplement is a regulatory filing to the U.S. Food and Drug Administration that seeks approval for a change to a medical device already cleared under an original PMA. The supplement describes the proposed modification (for example changes to design, materials, labeling, manufacturing, or intended use) and provides the data or rationale needed to show the changed device remains safe and effective; the FDA must review and allow the supplement before the modified device may be marketed. Different types of supplements and review pathways exist depending on how substantial the change is and the amount of new data required, so minor changes may follow faster review paths while major changes require more detailed review and evidence.
Submission Issue Request (SIR) regulatory
"Completed a Submission Issue Request (SIR) meeting with the FDA"
real-world evidence study medical
"AURORA, a real-world evidence study designed to support expansion"
discontinued operations financial
"DIXI Medical product operations are presented as discontinued operations under ASC 205-20"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
Earnings Snapshot
Total revenue: $23.1 million · Guidance included
Third quarter ended September 30, 2026
Total revenue
$23.1 million
Down 1.1% from $23.4 million in the third quarter of 2025
RNS System revenue
$22.9 million
Up 1.4% year over year
GAAP net loss from continuing operations
($3.3) million
Compared with ($4.9) million in the third quarter of 2025
Adjusted EBITDA
$0.4 million income
Compared with a ($1.3) million loss in the third quarter of 2025
Non-GAAP gross margin
84.8%
Compared with 82.8% in the third quarter of 2025
Guidance
Revised full-year 2026 revenue guidance is $91 million to $92 million, including approximately $1 million in expected service revenue and underlying RNS growth of 10% to 11%. Non-GAAP gross margin guidance is 83.0% to 83.5%; non-GAAP operating expenses are $85 million to $86 million; and Adjusted EBITDA is expected to be a loss of $8.5 million to $9.5 million.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was NeuroPace's Q3 2026 revenue?
NeuroPace reported $23.1 million in total third-quarter 2026 revenue, down 1.1% from $23.4 million a year earlier; RNS System revenue was $22.9 million, up 1.4%.
What is NeuroPace's revised 2026 revenue guidance?
The revised range is $91 million to $92 million, including expected service revenue of approximately $1 million; NeuroPace said the outlook reflects underlying RNS growth of 10% to 11%.
How long is the planned FDA review for NeuroPace Remote Care?
NeuroPace submitted the Remote Care PMA supplement to FDA with a planned 180-day review cycle. Remote Care is designed to enable physicians to program the RNS System through telehealth.
When does NeuroPace expect to complete AURORA data collection?
Data collection is expected to be completed in early 2027, followed by analysis and submission to FDA. AURORA is designed to support possible RNS System indication expansion to adolescents aged 12–17 with drug-resistant focal epilepsy.
When does NeuroPace expect to submit its IGE PMA-S amendment?
After a Submission Issue Request meeting with FDA in October, NeuroPace said it was incorporating the agency's feedback and expected to submit the amendment around year end.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 12, 2026
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 2.02 Results of Operations and Financial Condition.
On November 12, 2026, the Company issued a press release announcing its financial results for the fiscal quarter ended September 30, 2026. A copy of the press release, dated November 12, 2026, is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
The foregoing information in this Item 2.02 (including the exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
99.1 | Press Release, dated November 12, 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, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NeuroPace, Inc. | ||||||||
Dated: November 12, 2026 | By: | /s/ Patrick F. Williams | ||||||
| Patrick F. Williams | ||||||||
| Chief Financial Officer | ||||||||
NeuroPace Reports Third Quarter 2026 Financial Results and Provides Revised Full Year Guidance
Q3 2026 total revenue of $23.1 million, including $22.9 million in RNS revenue representing 1% growth
Revises full year 2026 revenue guidance to $91 million to $92 million; focused on improving commercial execution and accelerating growth
Advances innovation pipeline with NeuroPace Remote Care™ FDA submission and upcoming IGE PMA-S Amendment, supporting significant long-term growth opportunities
Mountain View, Calif. – November 12, 2026 – NeuroPace, Inc. (Nasdaq: NPCE), a medical device company focused on transforming the lives of people living with epilepsy, today reported financial results for the third quarter ended September 30, 2026, and provided a corporate update.
Third Quarter 2026 Financial Highlights
•Total revenue of $23.1 million in the third quarter of 2026
•RNS System revenue of $22.9 million in the quarter, representing 1.4% growth compared to the third quarter of 2025
•Net loss in the third quarter of 2026 was ($3.3) million compared to ($4.9) million in the third quarter of 2025
•Adjusted EBITDA of $0.4 million for the third quarter of 2026, compared to ($1.3) million in the third quarter of 2025
Third Quarter 2026 Operational & Strategic Highlights
•Completed a Submission Issue Request (SIR) meeting with the FDA in October regarding the Company’s premarket approval (PMA) supplement for idiopathic generalized epilepsy (IGE). NeuroPace is incorporating the agency’s feedback into an amendment and expects to submit the amendment around year end.
•Submitted a PMA-Supplement for Remote Care to the FDA, with a planned 180-day review cycle. Remote Care is designed to enable physicians to program the RNS System through telehealth, reducing the need for in-person visits and helping address travel and geographic barriers that can limit access to RNS therapy, particularly for patients who live farther from epilepsy centers.
•Initiated enrollment in AURORA, a real-world evidence study designed to support expansion of the RNS System’s indication to adolescents aged 12–17 with drug-resistant focal epilepsy. Data collection is expected to be completed in early 2027, followed by analysis and submission to the FDA.
“Third-quarter revenue was below our expectations, and we have taken and are taking action to improve commercial execution and return the business to historical growth rates,” said Joel Becker, President and Chief Executive Officer of NeuroPace. “The shortfall was concentrated in several of our largest accounts and reflected isolated account-level issues and changes to our field organization that created more disruption than anticipated. We are addressing these factors, and fourth-quarter scheduled cases have begun to recover. Ongoing demand for RNS therapy, compelling clinical outcomes and the substantial opportunity within our current indication all remain and reinforce our confidence in the business performing in line with historical growth rates. Our focus is on continuing to translate that opportunity into consistent growth through deeper customer engagement and stronger commercial execution.”
“Our innovation pipeline represents one of the most significant opportunities ahead for NeuroPace, combining potential indication expansion with capabilities that can make RNS therapy more accessible, efficient and personalized,” Becker continued. “Following our SIR meeting with the FDA, we are preparing the amendment
to our IGE submission. We have also initiated enrollment in AURORA, our real-world evidence study supporting potential expansion into adolescent focal epilepsy, and submitted Remote Care for FDA review. Together with ECoG Assistant, our broader AI development programs and our next-generation platform, these initiatives can extend our reach to new patient populations and strengthen the differentiated value of RNS therapy. We believe the opportunity in our core business and the breadth of our pipeline position NeuroPace for substantial long-term growth.”
Third Quarter 2026 Financial Results
RNS System revenue totaled $22.9 million in the third quarter of 2026, representing growth of 1.4% compared to the third quarter of 2025. Total revenue in the third quarter of 2026 declined 1.1% to $23.1 million, compared with revenue of $23.4 million in the third quarter of 2025.
Non-GAAP gross margin for the third quarter of 2026 was 84.8%, compared with 82.8% in the third quarter of 2025. The slight year-over-year growth was driven by improved labor absorption. Total GAAP gross margin from continuing operations in the third quarter of 2026 was 84.3%.
Non-GAAP operating expenses in the third quarter of 2026 were $19.2 million, compared with $20.7 million in the third quarter of 2025. GAAP operating expenses in the third quarter of 2026 were $21.6 million.
Non-GAAP sales and marketing expense in the third quarter of 2026 was $10.5 million, compared with $11.2 million in the third quarter of 2025. The year-over-year decline was largely due to a decrease in personnel-related expenses resulting from a decrease in sales and field support personnel costs, including sales commissions, partially offset by an increase in headcount.
Non-GAAP research and development expense in the third quarter of 2026 was $5.5 million, compared with $5.8 million in the third quarter of 2025. The year-over-year decline was primarily driven by a decrease in personnel-related expenses, including variable compensation, partially offset by less grant funds received primarily from the National Institutes of Health which are recognized as a reduction in research and development expenses.
Non-GAAP general and administrative expense in the third quarter of 2026 was $3.2 million compared with $3.7 million in the third quarter of 2025. The year-over-year decline was largely due to a decrease in personnel-related expenses from variable compensation, partially offset by an increase from headcount increase.
Non-GAAP income from operations was $0.4 million in the third quarter of 2026, compared with loss from operations of ($1.4) million in the third quarter of 2025. Non-GAAP net loss was ($0.9) million for the third quarter of 2026 compared with net loss of ($2.3) million in the third quarter of 2025. GAAP net loss in the third quarter of 2026 was ($3.3) million.
The Company’s cash, cash equivalents, short-term investments and restricted cash balance as of September 30, 2026 was $49.5 million compared with $51.9 million at the end of the prior quarter. Long-term borrowings totaled $59.2 million as of September 30, 2026.
Full Year 2026 Financial Guidance
•Revise total revenue guidance for full year 2026 to between $91 million and $92 million, representing underlying RNS growth of 10% to 11%. This compares to previously issued guidance of $99.5 million to $101.5 million. This guidance continues to reflect expected service revenue of approximately $1 million.
•Increase full year non-GAAP gross margin to between 83.0% and 83.5%, an increase compared to 82.0% to 83.0% previously.
•Revise full year non-GAAP operating expenses to be between $85 million and $86 million, compared to previous guidance of $90 million to $92 million. This revised range continues to exclude approximately $10 million in stock-based compensation, a non-cash expense.
•Revise Adjusted EBITDA to be between ($8.5) million and ($9.5) million compared to previous guidance between ($7.5) million to ($8.5) million.
Non-GAAP Measures
To supplement NeuroPace’s condensed financial statements presented in accordance with GAAP, the Company uses non-GAAP measures of certain components of financial performance. These non-GAAP measures include Adjusted EBITDA, non-GAAP gross margin, non-GAAP cost of goods sold, non-GAAP sales and marketing expense, non-GAAP research and development expense, non-GAAP general and administrative expense, non-GAAP operating expenses, non-GAAP income (loss) from operations, and non-GAAP net loss from operations. NeuroPace believes the presentation of its non-GAAP financial measures enhances the user’s overall understanding of the Company’s historical financial performance. The presentation of the Company’s non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the Company’s financial results prepared in accordance with GAAP, and the Company’s non-GAAP measures may be different from non-GAAP measures used by other companies.
Discontinued Operations & Basis of Presentation
The Company’s DIXI Medical product operations are presented as discontinued operations under ASC 205-20. Unless otherwise noted, the results discussed in this release reflect continuing operations; and prior-period amounts have been reclassified on a comparable basis, with no effect on previously reported net loss, total assets, total liabilities, or total stockholders’ equity. See the accompanying financial statements for the GAAP presentation of continuing and discontinued operations.
Webcast and Conference Call Information
NeuroPace will host a conference call to discuss the third quarter and full year 2026 financial results after market close on Thursday, November 12, 2026, at 4:30 P.M. Eastern Time. Investors interested in listening to the conference call may do so by accessing a live and archived webcast of the event at https://events.q4inc.com/attendee/345741415. Individuals interested in participating in the call via telephone may access the call by dialing + 1 (833) 461-5787 and referencing Conference ID 345 741 415. The webcast will be archived on the Company’s investor relations website at https://investors.neuropace.com/news-and-events/events and will be available for replay for at least 90 days after the event.
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. NeuroPace may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements regarding: Expectations regarding the Company’s future revenue and growth based on a continued operations basis, excluding revenue from the DIXI Medical product operations; NeuroPace’s expectations, forecasts and beliefs with respect to potential indication expansion for its RNS System and its software, technology and other product development efforts; increasing access to and adoption of RNS therapy as the standard of care in drug-resistant epilepsy; NeuroPace’s continued execution on its long-term revenue growth strategy, including with respect to sustained
revenue growth and long-term value creation. 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; uncertainties related to market acceptance and adoption of NeuroPace’s RNS System and impacts to NeuroPace’s revenue for 2026 and in the future; risks that NeuroPace’s operating expenses could be higher than anticipated and that it could use its cash resources sooner than expected; risks that NeuroPace’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, including risks related to the NAUTILUS submission, the forthcoming Submission Issue Request (SIR) Q-Sub process, AURORA, and the Remote Care submission; risks related to product development, including risks related to the development of AI-powered software, including NeuroPace AI® and the next generation device platform; risks related to NeuroPace’s reliance on contractors and other third parties, including single-source suppliers and vendors; 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, 2026, filed with the SEC on November 12, 2026, 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:
Scott Schaper
Vice President, Finance and Investor Relations
sschaper@neuropace.com
investors@neuropace.com
NeuroPace, Inc.
Condensed Statements of Operations and Comprehensive Loss
(unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
(in thousands, except for share and per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Revenue | $ | 23,104 | $ | 23,351 | $ | 67,933 | $ | 61,173 | |||||||||||||||
Cost of goods sold | 3,633 | 4,181 | 11,545 | 10,659 | |||||||||||||||||||
Gross profit | 19,471 | 19,170 | 56,388 | 50,514 | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||
Sales and marketing | 11,169 | 12,025 | 34,876 | 33,919 | |||||||||||||||||||
Research and development | 6,166 | 6,576 | 20,253 | 20,861 | |||||||||||||||||||
General and administrative | 4,216 | 4,594 | 14,087 | 14,708 | |||||||||||||||||||
Total operating expenses | 21,551 | 23,195 | 69,216 | 69,488 | |||||||||||||||||||
Loss from continuing operations | (2,080) | (4,025) | (12,828) | (18,974) | |||||||||||||||||||
Interest income | 511 | 667 | 1,599 | 2,178 | |||||||||||||||||||
Interest expense | (1,565) | (1,645) | (4,625) | (5,857) | |||||||||||||||||||
Other income (expense), net | (164) | 82 | (370) | (486) | |||||||||||||||||||
Net loss and comprehensive loss from continuing operations | $ | (3,298) | $ | (4,921) | $ | (16,224) | $ | (23,139) | |||||||||||||||
Net income from discontinued operations | $ | — | $ | 1,425 | $ | 37 | $ | 4,403 | |||||||||||||||
Net loss and comprehensive loss | $ | (3,298) | $ | (3,496) | $ | (16,187) | $ | (18,736) | |||||||||||||||
Net loss per share from continuing operations attributable to common stockholders, basic and diluted | $ | (0.10) | $ | (0.15) | $ | (0.48) | $ | (0.71) | |||||||||||||||
Net income per share from discontinued operations attributable to common stockholders, basic and diluted | $ | 0.00 | $ | 0.04 | $ | 0.00 | $ | 0.13 | |||||||||||||||
Net loss per share attributable to common stockholders, basic and diluted | $ | (0.10) | $ | (0.11) | $ | (0.48) | $ | (0.58) | |||||||||||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 34,346,892 | 33,134,606 | 34,058,353 | 32,498,907 | |||||||||||||||||||
NeuroPace, Inc.
Condensed Balance Sheets
(unaudited)
September 30, | December 31, | ||||||||||
(in thousands, except for share and per share amounts) | 2026 | 2025 | |||||||||
Assets | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 10,235 | $ | 21,692 | |||||||
Short-term investments | 38,996 | 39,366 | |||||||||
Accounts receivable | 14,275 | 12,936 | |||||||||
Inventory | 18,800 | 14,862 | |||||||||
Prepaid expenses and other current assets | 2,234 | 1,438 | |||||||||
Current assets of discontinued operations | — | 3,779 | |||||||||
Total current assets | 84,540 | 94,073 | |||||||||
Property and equipment, net | 1,164 | 1,125 | |||||||||
Operating lease right-of-use asset | 8,740 | 10,132 | |||||||||
Restricted cash | 242 | 122 | |||||||||
Other assets | 89 | 113 | |||||||||
Total assets | $ | 94,775 | $ | 105,565 | |||||||
Liabilities and Stockholders’ Equity | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | $ | 3,240 | $ | 1,776 | |||||||
Accrued liabilities | 10,383 | 13,184 | |||||||||
Operating lease liability | 2,327 | 2,117 | |||||||||
Deferred revenue | 120 | 141 | |||||||||
Current liabilities of discontinued operations | — | 596 | |||||||||
Total current liabilities | 16,070 | 17,814 | |||||||||
Long-term debt | 59,158 | 58,884 | |||||||||
Operating lease liability, net of current portion | 8,055 | 9,836 | |||||||||
Total liabilities | 83,283 | 86,534 | |||||||||
Stockholders’ equity: | |||||||||||
Common stock, $0.001 par value | 34 | 34 | |||||||||
Additional paid-in capital | 580,060 | 571,412 | |||||||||
Accumulated deficit | (568,602) | (552,415) | |||||||||
Total stockholders’ equity | 11,492 | 19,031 | |||||||||
Total liabilities and stockholders’ equity | $ | 94,775 | $ | 105,565 | |||||||
NeuroPace, Inc.
Condensed Statements of Cash Flows
(unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
(in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Cash flows from operating activities | |||||||||||||||||||||||
Net loss | $ | (3,298) | $ | (3,496) | $ | (16,187) | $ | (18,736) | |||||||||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||||||||||||
Stock-based compensation expense | 2,430 | 2,628 | 7,011 | 8,482 | |||||||||||||||||||
Depreciation | 80 | 54 | 206 | 158 | |||||||||||||||||||
Amortization of debt discount and issuance costs | 71 | 70 | 209 | 174 | |||||||||||||||||||
Non-cash interest expense | 80 | 73 | 237 | 463 | |||||||||||||||||||
Loss on debt extinguishment | — | — | — | 527 | |||||||||||||||||||
Amortization of right-of-use asset | 475 | 433 | 1,392 | 1,268 | |||||||||||||||||||
Unrealized loss (gain) on short-term investments | 164 | (82) | 370 | (41) | |||||||||||||||||||
Inventory write-downs | 169 | 47 | 313 | 140 | |||||||||||||||||||
Loss on disposal of property and equipment | — | — | — | 2 | |||||||||||||||||||
Changes in operating assets and liabilities: | |||||||||||||||||||||||
Accounts receivable | 655 | (1,383) | 406 | (2,087) | |||||||||||||||||||
Inventory | (858) | (1,836) | (2,218) | (4,894) | |||||||||||||||||||
Prepaid expenses and other assets | (780) | (537) | (794) | 134 | |||||||||||||||||||
Accounts payable | (946) | (48) | 1,037 | 1,655 | |||||||||||||||||||
Accrued liabilities | (467) | 2,650 | (2,956) | 2,530 | |||||||||||||||||||
Deferred revenue | (3) | (48) | (21) | 93 | |||||||||||||||||||
Operating lease liabilities | (535) | (469) | (1,571) | (1,380) | |||||||||||||||||||
Net cash used in operating activities | (2,763) | (1,944) | (12,566) | (11,512) | |||||||||||||||||||
Cash flows from investing activities | |||||||||||||||||||||||
Acquisition of property and equipment | (16) | (30) | (258) | (235) | |||||||||||||||||||
Net cash used in investing activities | (16) | (30) | (258) | (235) | |||||||||||||||||||
Cash flows from financing activities | |||||||||||||||||||||||
Proceeds from issuance of common stock in follow-on offering, net of underwriting discounts and commissions | — | (50) | — | 69,654 | |||||||||||||||||||
Repurchase of common stock from KCK Ltd. | — | — | — | (49,546) | |||||||||||||||||||
Proceeds from issuance of common stock under employee plans | 539 | 1 | 1,926 | 1,152 | |||||||||||||||||||
Taxes withheld and paid related to net share settlement of equity awards | (62) | (53) | (289) | (455) | |||||||||||||||||||
Proceeds from At-the-Market offering, net of sales commission | — | — | — | 232 | |||||||||||||||||||
Proceeds from debt, net of discounts and issuance costs | — | (133) | — | 58,435 | |||||||||||||||||||
Payment of annual debt fee | — | — | (150) | — | |||||||||||||||||||
Repayment of debt | — | — | — | (60,507) | |||||||||||||||||||
Net cash provided by (used in) financing activities | 477 | (235) | 1,487 | 18,965 | |||||||||||||||||||
Net increase (decrease) in cash and cash equivalents | (2,302) | (2,209) | (11,337) | 7,218 | |||||||||||||||||||
Cash, cash equivalents and restricted cash at the Beginning of the Period | 12,779 | 22,979 | 21,814 | 13,552 | |||||||||||||||||||
Cash, cash equivalents and restricted cash at the End of the Period | $ | 10,477 | $ | 20,770 | $ | 10,477 | $ | 20,770 | |||||||||||||||
Reconciliation of cash, cash equivalents and restricted cash to balance sheets: | |||||||||||||||||||||||
Cash and cash equivalents | $ | 10,235 | $ | 20,648 | $ | 10,235 | $ | 20,648 | |||||||||||||||
Restricted cash | 242 | 122 | 242 | 122 | |||||||||||||||||||
Cash, cash equivalents and restricted cash in balance sheets | $ | 10,477 | $ | 20,770 | $ | 10,477 | $ | 20,770 | |||||||||||||||
NeuroPace, Inc.
Table 1. 2025 GAAP to Non-GAAP Reconciliations from Continuing Operations
(unaudited)
Three Months Ended | Year Ended | ||||||||||||||||||||||||||||
(in thousands) | March 31, 2025 | June 30, 2025 | September 30, 2025 | December 31, 2025 | December 31, 2025 | ||||||||||||||||||||||||
RNS revenue | $ | 18,151 | $ | 18,564 | $ | 22,580 | $ | 22,374 | $ | 81,669 | |||||||||||||||||||
Service revenue | 170 | 937 | 771 | 886 | 2,764 | ||||||||||||||||||||||||
Revenue | $ | 18,321 | $ | 19,501 | $ | 23,351 | $ | 23,260 | $ | 84,433 | |||||||||||||||||||
GAAP cost of goods sold | $ | 3,190 | $ | 3,288 | $ | 4,181 | $ | 4,405 | $ | 15,064 | |||||||||||||||||||
Stock-based compensation | 178 | 173 | 168 | 175 | 694 | ||||||||||||||||||||||||
Non-GAAP cost of goods sold | $ | 3,012 | $ | 3,115 | $ | 4,013 | $ | 4,230 | $ | 14,370 | |||||||||||||||||||
GAAP sales and marketing expense | $ | 10,405 | $ | 11,489 | $ | 12,025 | $ | 10,713 | $ | 44,632 | |||||||||||||||||||
Stock-based compensation | 783 | 761 | 781 | 727 | 3,052 | ||||||||||||||||||||||||
Non-GAAP sales and marketing expense | $ | 9,622 | $ | 10,728 | $ | 11,244 | $ | 9,986 | $ | 41,580 | |||||||||||||||||||
GAAP research and development expense | $ | 7,440 | $ | 6,845 | $ | 6,576 | $ | 7,027 | $ | 27,888 | |||||||||||||||||||
Stock-based compensation | 872 | 865 | 821 | 848 | 3,406 | ||||||||||||||||||||||||
Non-GAAP research and development expense | $ | 6,568 | $ | 5,980 | $ | 5,755 | $ | 6,179 | $ | 24,482 | |||||||||||||||||||
GAAP general and administrative expense | $ | 4,046 | $ | 6,068 | $ | 4,594 | $ | 4,382 | $ | 19,090 | |||||||||||||||||||
Stock-based compensation | 793 | 1,429 | 858 | 857 | 3,937 | ||||||||||||||||||||||||
Non-GAAP general and administrative expense | $ | 3,253 | $ | 4,639 | $ | 3,736 | $ | 3,525 | $ | 15,153 | |||||||||||||||||||
GAAP operating expenses | $ | 21,891 | $ | 24,402 | $ | 23,195 | $ | 22,122 | $ | 91,610 | |||||||||||||||||||
Stock-based compensation | 2,448 | 3,055 | 2,460 | 2,432 | 10,395 | ||||||||||||||||||||||||
Non-GAAP operating expenses | $ | 19,443 | $ | 21,347 | $ | 20,735 | $ | 19,690 | $ | 81,215 | |||||||||||||||||||
GAAP loss from continuing operations | $ | (6,760) | $ | (8,189) | $ | (4,025) | $ | (3,267) | $ | (22,241) | |||||||||||||||||||
Stock-based compensation | 2,626 | 3,228 | 2,628 | 2,607 | 11,089 | ||||||||||||||||||||||||
Non-GAAP loss from continuing operations | $ | (4,134) | $ | (4,961) | $ | (1,397) | $ | (660) | $ | (11,152) | |||||||||||||||||||
Depreciation | 49 | 55 | 54 | 80 | 238 | ||||||||||||||||||||||||
Adjusted EBITDA from continuing operations (Non-GAAP) | $ | (4,085) | $ | (4,906) | $ | (1,343) | $ | (580) | $ | (10,914) | |||||||||||||||||||
GAAP loss from continuing operations | $ | (6,760) | $ | (8,189) | $ | (4,025) | $ | (3,267) | $ | (22,241) | |||||||||||||||||||
Interest and other income (expense), net | (1,442) | (1,827) | (896) | (962) | (5,127) | ||||||||||||||||||||||||
GAAP net loss from continuing operations | $ | (8,202) | $ | (10,016) | $ | (4,921) | $ | (4,229) | $ | (27,368) | |||||||||||||||||||
Stock-based compensation | 2,626 | 3,228 | 2,628 | 2,607 | 11,089 | ||||||||||||||||||||||||
Non-GAAP net loss from continuing operations | $ | (5,576) | $ | (6,788) | $ | (2,293) | $ | (1,622) | $ | (16,279) | |||||||||||||||||||
NeuroPace, Inc.
Table 2. 2026 GAAP to Non-GAAP Reconciliations from Continuing Operations
(unaudited)
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
(in thousands) | March 31, 2026 | June 30, 2026 | September 30, 2026 | September 30, 2026 | |||||||||||||||||||
RNS revenue | $ | 21,689 | $ | 22,524 | $ | 22,901 | $ | 67,114 | |||||||||||||||
Service revenue | 314 | 302 | 203 | 819 | |||||||||||||||||||
Revenue | $ | 22,003 | $ | 22,826 | $ | 23,104 | $ | 67,933 | |||||||||||||||
GAAP cost of goods sold | $ | 3,992 | $ | 3,920 | $ | 3,633 | $ | 11,545 | |||||||||||||||
Stock-based compensation | 138 | 126 | 118 | 382 | |||||||||||||||||||
Non-GAAP cost of goods sold | $ | 3,854 | $ | 3,794 | $ | 3,515 | $ | 11,163 | |||||||||||||||
GAAP sales and marketing expense | $ | 11,583 | $ | 12,124 | $ | 11,169 | $ | 34,876 | |||||||||||||||
Stock-based compensation | 595 | 650 | 656 | 1,901 | |||||||||||||||||||
Non-GAAP sales and marketing expense | $ | 10,988 | $ | 11,474 | $ | 10,513 | $ | 32,975 | |||||||||||||||
GAAP research and development expense | $ | 7,189 | $ | 6,898 | $ | 6,166 | $ | 20,253 | |||||||||||||||
Stock-based compensation | 713 | 624 | 647 | 1,984 | |||||||||||||||||||
Non-GAAP research and development expense | $ | 6,476 | $ | 6,274 | $ | 5,519 | $ | 18,269 | |||||||||||||||
GAAP general and administrative expense | $ | 4,844 | $ | 5,027 | $ | 4,216 | $ | 14,087 | |||||||||||||||
Stock-based compensation | 832 | 903 | 1,009 | 2,744 | |||||||||||||||||||
Non-GAAP general and administrative expense | $ | 4,012 | $ | 4,124 | $ | 3,207 | $ | 11,343 | |||||||||||||||
GAAP operating expenses | $ | 23,616 | $ | 24,049 | $ | 21,551 | $ | 69,216 | |||||||||||||||
Stock-based compensation | 2,140 | 2,177 | 2,312 | 6,629 | |||||||||||||||||||
Non-GAAP operating expenses | $ | 21,476 | $ | 21,872 | $ | 19,239 | $ | 62,587 | |||||||||||||||
GAAP loss from continuing operations | $ | (5,605) | $ | (5,143) | $ | (2,080) | $ | (12,828) | |||||||||||||||
Stock-based compensation | 2,278 | 2,303 | 2,430 | 7,011 | |||||||||||||||||||
Non-GAAP income (loss) from continuing operations | $ | (3,327) | $ | (2,840) | $ | 350 | $ | (5,817) | |||||||||||||||
Depreciation | 60 | 66 | 80 | 206 | |||||||||||||||||||
Adjusted EBITDA from continuing operations (Non-GAAP) | $ | (3,267) | $ | (2,774) | $ | 430 | $ | (5,611) | |||||||||||||||
GAAP loss from continuing operations | $ | (5,605) | $ | (5,143) | $ | (2,080) | $ | (12,828) | |||||||||||||||
Interest and other income (expense), net | (1,121) | (1,057) | (1,218) | (3,396) | |||||||||||||||||||
GAAP net loss from continuing operations | $ | (6,726) | $ | (6,200) | $ | (3,298) | $ | (16,224) | |||||||||||||||
Stock-based compensation | 2,278 | 2,303 | 2,430 | 7,011 | |||||||||||||||||||
Non-GAAP net loss from continuing operations | $ | (4,448) | $ | (3,897) | $ | (868) | $ | (9,213) | |||||||||||||||
NeuroPace, Inc.
Table 3. GAAP to Non-GAAP Reconciliations
2026 Revised Guidance
(in thousands) | 2026 Guidance | ||||
RNS revenue | $90,000 to $91,000 | ||||
Service revenue | ~1,000 | ||||
Revenue | $91,000 to $92,000 | ||||
GAAP gross margin | 83.0 | % | |||
Stock-based compensation | ~50 bps | ||||
Non-GAAP gross margin | 83.0% to 83.5% | ||||
GAAP sales and marketing expense | ~$48,000 to $49,000 | ||||
Stock-based compensation | ~3,000 | ||||
Non-GAAP sales and marketing expense | $45,000 to $46,000 | ||||
GAAP research and development expense | ~$28,000 | ||||
Stock-based compensation | ~3,000 | ||||
Non-GAAP research and development expense | ~$25,000 | ||||
GAAP general and administrative expense | ~$19,000 | ||||
Stock-based compensation | ~4,000 | ||||
Non-GAAP general and administrative expense | ~$15,000 | ||||
GAAP operating expenses | $95,000 to $96,000 | ||||
Stock-based compensation | ~10,000 | ||||
Non-GAAP operating expenses | $85,000 to $86,000 | ||||
GAAP loss from operations | ($19,250) to ($20,250) | ||||
Stock-based compensation (including gross margin) | ~10,500 | ||||
Non-GAAP loss from operations | (8,750) to (9,750) | ||||
Depreciation | ~250 | ||||
Adjusted EBITDA (Non-GAAP) | ($8,500) to ($9,500) | ||||