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NeuroPace, Inc. received an amended institutional ownership report from OrbiMed. OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC each report beneficial ownership of 1,505,125 shares of NeuroPace common stock, representing 4.4% of the outstanding class as of June 30, 2026.
The OrbiMed entities report shared voting and dispositive power over all 1,505,125 shares and no sole voting or dispositive power. They state that the shares are held on behalf of other persons who have rights to dividends and sale proceeds, and that OrbiMed Advisors LLC exercises investment and voting power through a management committee whose members disclaim beneficial ownership of these shares.
Key Figures
Shares beneficially owned:1,505,125 sharesPercent of class:4.4%Shared voting power:1,505,125 shares+2 more
5 metrics
Shares beneficially owned1,505,125 sharesBeneficially owned by each OrbiMed entity as of June 30, 2026
Percent of class4.4%Percentage of NeuroPace common stock class held by OrbiMed entities
Shared voting power1,505,125 sharesShares over which OrbiMed entities have shared power to vote or direct the vote
Shared dispositive power1,505,125 sharesShares over which OrbiMed entities have shared power to dispose or direct disposition
Ownership threshold status5 percent or lessItem 5 indicates ownership of 5 percent or less of the class
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerfinancial
"Shared Voting Power 1,505,125.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 1,505,125.00"
Schedule 13G/Aregulatory
"Ownership of 5 percent or less of a class Item 6 | Ownership of more than 5 Percent"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Investment Company Act of 1940regulatory
"investment company registered under the Investment Company Act of 1940"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in NeuroPace (NPCE) does OrbiMed report in this Schedule 13G/A amendment?
OrbiMed reports beneficial ownership of 1,505,125 shares of NeuroPace common stock, representing 4.4% of the class as of June 30, 2026, held through OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC.
How much voting power do OrbiMed entities report over NeuroPace (NPCE) shares?
The OrbiMed entities report 0 shares with sole voting power and 1,505,125 shares with shared voting power. They also report the same 1,505,125 shares with shared dispositive power and no sole dispositive power.
Why does the filing state OrbiMed owns 5 percent or less of NeuroPace (NPCE)?
The filing indicates OrbiMed’s aggregate beneficial ownership is 4.4% of NeuroPace’s common stock, which qualifies as ownership of 5 percent or less of the class under the Schedule 13G reporting framework.
On whose behalf does OrbiMed hold its NeuroPace (NPCE) position?
The reporting persons state they hold 4.4% of NeuroPace’s common stock in the aggregate on behalf of other persons who have the right to receive dividends or sale proceeds from these securities.
Who controls investment and voting decisions for OrbiMed’s NeuroPace (NPCE) shares?
OrbiMed Advisors LLC exercises investment and voting power over the NeuroPace shares through a management committee of Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the reported shares.
What is the effective ownership date and signature date for this NeuroPace (NPCE) Schedule 13G/A?
The ownership information is stated as of June 30, 2026, and the amendment is signed by Carl L. Gordon on behalf of the reporting entities on August 14, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
NeuroPace, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
641288105
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
641288105
1
Names of Reporting Persons
OrbiMed Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,505,125.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,505,125.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,505,125.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
641288105
1
Names of Reporting Persons
OrbiMed Capital GP VI LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,505,125.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,505,125.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,505,125.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
NeuroPace, Inc.
(b)
Address of issuer's principal executive offices:
455 N. Bernardo Avenue Mountain View, CA 94043
Item 2.
(a)
Name of person filing:
OrbiMed Advisors LLC
OrbiMed Capital GP VI LLC
(b)
Address or principal business office or, if none, residence:
601 Lexington Avenue, 54th Floor New York, NY 10022
(c)
Citizenship:
Please refer to Item 4 on each cover sheet for each filing person.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
641288105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
OrbiMed Advisors LLC: 1,505,125
OrbiMed Capital GP VI LLC: 1,505,125
(b)
Percent of class:
OrbiMed Advisors LLC: 4.4%
OrbiMed Capital GP VI LLC: 4.4%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
OrbiMed Advisors LLC: 0
OrbiMed Capital GP VI LLC: 0
(ii) Shared power to vote or to direct the vote:
OrbiMed Advisors LLC: 1,505,125
OrbiMed Capital GP VI LLC: 1,505,125
(iii) Sole power to dispose or to direct the disposition of:
OrbiMed Advisors LLC: 0
OrbiMed Capital GP VI LLC: 0
(iv) Shared power to dispose or to direct the disposition of:
OrbiMed Advisors LLC: 1,505,125
OrbiMed Capital GP VI LLC: 1,505,125
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Reporting Persons hold 4.4% of the shares of Common Stock in the aggregate on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities. OrbiMed Advisors LLC exercises investment and voting power over the shares of Common Stock through a management committee comprised of Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares of Common Stock reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
