OrbiMed discloses 2.61M NPCE shares, representing 8% ownership

Rhea-AI Filing Summary

OrbiMed Advisors LLC and its affiliate OrbiMed Capital GP VI LLC report shared beneficial ownership of 2,614,184 shares of NeuroPace Inc common stock, representing 8.0% of the outstanding class. The filing states the reported shares are held on behalf of other persons and that OrbiMed Advisors exercises investment and voting power through a management committee of three named members, each disclaiming beneficial ownership. The statement affirms the holdings were not acquired to change or influence control of the issuer. No additional transactions, dispositions, or other contingencies are disclosed in the filing.

Positive

• Clear disclosure of shared beneficial ownership totaling 2,614,184 shares (8.0%) provides transparency for investors
• Position reported as passive, with an explicit certification that the shares were not acquired to change or influence control

Negative

• None.

Insights

Financial Analyst

TL;DR: A significant 8% passive stake disclosed by OrbiMed signals concentrated institutional ownership but contains no control intent.

The Schedule 13G shows OrbiMed's shared ownership of 2,614,184 NeuroPace shares (8.0%), which is material from an ownership-concentration perspective for a small- to mid-cap issuer. The filing characterizes the position as passive and clarifies voting and disposition powers are shared through the advisory structure. There is no disclosure of purchases, sales, or plans to change control, so immediate market-impact implications appear limited. For investors, higher institutional ownership can mean tighter float and potential for coordinated engagement, but this filing alone does not indicate activism or transaction activity.

Corporate Governance Expert

TL;DR: Governance note: OrbiMed exercises shared voting power via a committee, while individual managers disclaim beneficial ownership.

The disclosure identifies a management committee as the mechanism for investment and voting decisions, with committee members expressly disclaiming direct beneficial ownership. That structure is common for advisory entities and clarifies where voting authority resides without assigning individual ownership. The certification emphasizes no intent to influence control. From a governance standpoint, the filing provides necessary transparency on who directs votes, but it does not reveal any director nominations, agreements, or plans that would change board dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

NeuroPace Inc

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

641288105

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 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 2,614,184.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,614,184.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,614,184.00

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)

8 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 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 2,614,184.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,614,184.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,614,184.00

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)

8 %

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: 2,614,184 OrbiMed Capital GP VI LLC: 2,614,184
(b)	Percent of class: OrbiMed Advisors LLC: 8.0% OrbiMed Capital GP VI LLC: 8.0%
(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: 2,614,184 OrbiMed Capital GP VI LLC: 2,614,184
	(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: 2,614,184 OrbiMed Capital GP VI LLC: 2,614,184
Item 5.	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 8.0% 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, Sven H. Borho, and W. Carter Neild, 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.

OrbiMed Advisors LLC

Signature:	/s/ Carl L. Gordon
Name/Title:	Carl L. Gordon / Member
Date:	08/14/2025

OrbiMed Capital GP VI LLC

Signature:	/s/ Carl L. Gordon
Name/Title:	Carl L. Gordon / Member of OrbiMed Advisors LLC
Date:	08/14/2025

FAQ

How many NeuroPace (NPCE) shares does OrbiMed report owning?

The filing reports OrbiMed beneficially owns 2,614,184 shares, representing 8.0% of NeuroPace common stock.

Does OrbiMed claim voting or dispositive power over NPCE shares?

Yes. The filing states OrbiMed has shared voting power and shared dispositive power over the 2,614,184 shares, with no sole powers reported.

Is OrbiMed seeking to influence control of NeuroPace (NPCE)?

The certification in the filing states the securities were not acquired and are not held to change or influence control of the issuer.

On whose behalf are the NPCE shares held according to the filing?

The filing indicates the shares are held on behalf of other persons who have the right to receive dividends or sale proceeds; no specific beneficiaries are named.

Who within OrbiMed has responsibility for voting these NPCE shares?

OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, who disclaim beneficial ownership.