8-K
NeuroPace Inc (NPCE)
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): April 14, 2025
NEUROPACE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40337 | 22-3550230 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 455 N. Bernardo Avenue<br> <br>Mountain View, CA | 94043 | |
| --- | --- | |
| (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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, $0.001 par value per share | NPCE | The Nasdaq Stock Market LLC |
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 7.01 | Regulation FD Disclosure. |
|---|
On April 14, 2025, NeuroPace, Inc. (the “Company”) issued a press release announcing that it anticipates minimal impact from the international trade tariffs on its operations and financial results. The Company additionally reaffirmed guidance with respect to its anticipated gross margin for fiscal year 2025. A copy of the press release is attached hereto and furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release dated April 14, 2025 |
| 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: April 14, 2025 | By: | /s/ Rebecca Kuhn |
| Rebecca Kuhn | ||
| Chief Financial Officer and Vice President, Finance and Administration |
EX-99.1
Exhibit 99.1

NeuroPace Provides Update on Tariff Status
— Minimal expected impact to operations and financial results —
— Company to report first quarter 2025 financial results on May 13, 2025 —
Mountain View, Calif. – April 14, 2025 – NeuroPace, Inc. (Nasdaq: NPCE), a medical device company focused on transforming the lives of people living with epilepsy, today provided an update on its exposure to tariffs that have been implemented. While specific policies and timing of implementation remain fluid, NeuroPace expects minimal impact to its operations and financial results.
Specifically, NeuroPace manufactures and sells the vast majority of its devices in the United States and has limited supply chain activities outside the United States for its RNS System. Similarly, the company expects no material impact on gross margin for DIXI Medical SEEG products. As a result, NeuroPace expects minimal impact to its gross margin for fiscal year 2025 and is reiterating its gross margin guidance for 2025. NeuroPace previously announced terminating its SEEG distribution agreement with DIXI Medical effective October 1, 2025 followed by a six-month wind down period through the first quarter of 2026.
In addition, NeuroPace announced that it will report financial results for the first quarter of 2025 after market close on Tuesday, May 13, 2025. The company’s management will host a corresponding conference call beginning at 1:30 p.m. Pacific Time / 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 (click here). Individuals interested in participating in the call via telephone may access the call by dialing +1-877-407-3982 and referencing Conference ID 13752958. The webcast will be archived on the company’s investor relations website (click here) 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 maycontain 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, intentionsor 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:NeuroPace’s expectations,
forecasts and beliefs about the impact of the U.S. government’s tariffs on the Company’s supply chain, operations, 2025 financial performance, and specifically on the Company’sgross margin and revenue guidance; NeuroPace’s use of its cash resources and ability to achieve cash flow breakeven without revenues from the DIXI Medical distribution agreement after its planned expiration; anticipated wind-down activitiesrelated to the planned expiration of the DIXI Medical distribution agreement, including with respect to sales of NeuroPace’s remaining SEEG product inventory during the six-month period following theplanned expiration of the agreement, and the costs associated with any such activities; NeuroPace’s ability to maintain the gross margin for its RNS System at historical rates despite imposed tariffs; NeuroPace’s expected long-rangerevenue growth without revenues from the DIXI Medical distribution agreement after its planned expiration; NeuroPace’s ability to achieve its goal of making the RNS System the standard of care for the treatment of drug-resistant epilepsypatients; NeuroPace’s expectations with respect to the benefits of focusing its business, including with respect to faster development and execution on its growth opportunities and the Company’s ability to realize these benefits on theexpected timelines or at all. 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 differsignificantly from any guidance provided; uncertainties related to the scale and potential impact of the U.S. government’s tariffs; risks that the impact of the U.S. government’s tariffs will be greater than anticipated and negativelyaffect the Company’s operations and ability to generate the predicted revenues under the 2025 revenue guidance; uncertainties related to market acceptance and adoption of NeuroPace’s RNS System and impacts to NeuroPace’s revenue for2025 and in the future and its ability to become the standard of care for the treatment of drug-resistant epilepsy patients; risks that NeuroPace could use its cash resources sooner than expected and may not be able to achieve cash flow breakeven onthe anticipated timeline or at all; risks that NeuroPace’s gross margin for its RNS System may be lower and more negatively impacted by tariffs than forecast; risks related to regulatory compliance and expectations for regulatory submissionsand approvals to expand the market for NeuroPace’s RNS System; risks related to product development, including risks related to the development of AI-powered software; risks that NeuroPace will not beable to meet its long-range plans and revenue projections without DIXI Medical revenue as a result of the planned expiration of the distribution agreement and expectations regarding the impact of tariffs on the DIXI Medical revenue; and otherimportant 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 Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SECon March 4, 2025, 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 noobligation 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 shouldnot 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:
Jeremy Feffer
Managing Director
LifeSci Advisors
jfeffer@lifesciadvisors.com