M&A - NeuroPace Inc

Form Type: 8-K

Filing Date: 2025-02-20

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525030729

Filing Summary: On February 20, 2025, NeuroPace, Inc. announced the conclusion of its acquisition of 5,270,845 shares of its common stock from KCK Ltd. Additionally, the company terminated its sales agreement with Leerink Partners LLC, which facilitated an equity offering program with an aggregate price of up to $50 million, leaving $38.3 million available for future sales under that program. This information was disclosed in a press release issued in alignment with the current report.

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Form Type: 424B5

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525026568

Filing Summary: NeuroPace Inc is offering $65,000,000 of common stock, with a significant portion intended for the repurchase of all common stock owned by KCK Ltd. Upon completion of this offering and the repurchase, NeuroPace expects the outstanding shares to increase by 105,499 shares, assuming a price of $12.09 per share. The company is focused on transforming epilepsy treatment through its RNS System, which is the only available brain-responsive neuromodulation system. As part of the recent developments, preliminary financial results indicate a revenue increase for the fourth quarter of 2024. The repurchase agreement has been reviewed and approved by an audit committee of independent directors. The offering is not conditioned on the repurchase, and there are risks associated with the stock buyback not occurring as anticipated. The company is classified as both an emerging growth company and a smaller reporting company, which allows for reduced disclosure requirements in this prospectus supplement. The process of repurchasing shares from KCK aims to optimize the company’s capital structure while increasing the liquidity of remaining shares for other investors.

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