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): March 3, 2026
NEUROPACE, INC.
(Exact name of registrant as specified in its charter)
| Delaware<br><br>(State or Other Jurisdiction<br><br>of Incorporation) | 001-40337<br><br>(Commission File Number) | 22-3550230<br><br>(IRS Employer<br><br>Identification No.) |
|---|---|---|
| 455 N. Bernardo Avenue<br><br>Mountain View, CA<br><br>(Address of principal executive offices) | 94043<br><br>(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 Symbol(s) | Name of each exchange 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 2.02 Results of Operations and Financial Condition.
On March 3, 2026, NeuroPace, Inc. issued a press release announcing its financial results for the fiscal quarter and full year ended December 31, 2025. A copy of the press release dated March 3, 2026, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The foregoing information (including the exhibit hereto) is being furnished and 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 March 3, 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: March 3, 2026 | By: | /s/ Patrick F. Williams |
| Patrick F. Williams | ||
| Chief Financial Officer |
Document
NeuroPace Reports Fourth Quarter and Full Year 2025 Financial Results and Reiterates 2026 Outlook
Reported quarterly revenue of $26.6 million in Q4 2025 representing 24% growth
Reiterates previously issued 2026 guidance assuming 20% to 22% growth in core RNS® revenue from existing indications, excluding any contribution from idiopathic generalized epilepsy (IGE)
Continues to expect IGE contribution following potential NAUTILUS PMA-Supplement (PMA-S) approval in mid-2026
Mountain View, Calif. – March 3, 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 fourth quarter and full year ended December 31, 2025, and provided a corporate update.
Fourth Quarter 2025 Financial Highlights
•Total revenue of $26.6 million, representing growth of 24% compared to the fourth quarter of 2024
•RNS System revenue of $22.4 million, representing growth of 26% compared to the fourth quarter of 2024
•Total gross margin of 77.4%, a 200-basis point increase compared to the fourth quarter of 2024, driven by positive product mix and manufacturing efficiencies. RNS gross margin in the fourth quarter of 2025 was of 80.5%, a 40 basis point increase compared to the fourth quarter of 2024
•Delivered Adjusted EBITDA of $0.9 million for the second consecutive quarter
•Cash, cash equivalents and short-term investments of $61.1 million at December 31, 2025, a $1.0 million increase from September 30, 2025
Full Year 2025 Financial Highlights
•Total revenue of $100.0 million, representing growth of 25% compared to the full year 2024
•RNS System revenue of $81.7 million, representing growth of 25% compared to the full year 2024
•Total gross margin of 77.2%, a 330-basis point increase compared to the full year 2024. RNS gross margin for the full year 2025 of 81.9%, a 350-basis point increase compared to the full year 2024
•Adjusted EBITDA of ($5.0) million
Fourth Quarter 2025 Operational & Strategic Highlights
•Submitted PMA-S to FDA seeking expanded RNS System indication IGE. The PMA-S was supported by clinically meaningful and statistically significant 18-month results from the NAUTILUS trial, which demonstrated robust 77% median seizure reduction and a favorable safety profile in this highly refractory patient population
•Received favorable reimbursement updates in both the CY 2026 Outpatient Prospective Payment System (OPPS) Final Rule, increasing the average hospital Medicare reimbursement for RNS System replacements by 47% beginning January 1, 2026 and the CY2026 Medicare Physician Fee Schedule (PFS), increasing by approximately 43% for initial implant procedure and 45% for the replacement procedure
•Submitted Seizure ID™ to the FDA for review. Seizure ID is the first of a suite of planned NeuroPace AI™ tools designed to further improve clinical outcomes through deeper data insights along with enhanced and accelerated iEEG review. Built on years of proprietary, patient-level brain data captured through the RNS System, Seizure ID empowers clinicians to be supported in making faster, more confident treatment decisions.
•Showcased new clinical and AI-driven advances at the American Epilepsy Society (AES) meeting that underscored the Company’s focus on delivering life-changing outcomes and enabling physicians to
provide more confident, data-informed care for people living with epilepsy. The RNS System was featured in over 80 scientific presentations and posters, the most of any neuromodulation therapy.
•Entered into an amendment to the Distribution Agreement with DIXI Medical to end the wind down period and cease commercial partnership activities on December 31, 2025, earlier than the previously agreed wind down period ending March 31, 2026
•Reached new all-time highs in both prescribers, accounts and patient pipeline
“2025 marked an important execution year for NeuroPace, with strong growth and significant improvement toward cash flow break-even, increasing focus on our core RNS business, and meaningful progress across our strategic priorities,” said Joel Becker, Chief Executive Officer of NeuroPace. “Looking ahead, we believe 2026 has the potential to be a transformational year for the Company, as we build on commercial momentum, prepare for indication expansion, and launch as well as advance new products that expand the reach and impact of personalized neuromodulation.”
Fourth Quarter 2025 Financial Results
Total revenue in the fourth quarter of 2025 grew 24% to $26.6 million, compared with $21.5 million in the fourth quarter of 2024. The Company’s revenue growth was primarily driven by increased sales of the RNS System which totaled $22.4 million in the fourth quarter of 2025, representing growth of 26% compared to the fourth quarter of 2024.
Gross margin for the fourth quarter of 2025 was 77.4%, compared with 75.4% in the fourth quarter of 2024 and 77.4% in the third quarter of 2025. The year-over-year improvement is primarily due to increasing revenue contribution from higher margin RNS revenue, benefit from improved manufacturing efficiency, and increasing average selling price resulting from strong pricing conversion. RNS gross margin for the fourth quarter of 2025 was 80.5%, compared with 80.1% in the fourth quarter of 2024.
Total operating expenses in the fourth quarter of 2025 were $22.3 million, compared with $19.8 million in the fourth quarter of 2024.
Sales and marketing expense in the fourth quarter of 2025 was $10.9 million, compared with $10.0 million in the fourth quarter of 2024. The year-over-year increase was largely due to personnel-related expenses associated with ongoing scaling of commercial activities, investment in direct-to-consumer marketing and other sales related expenses.
Research and development expense in the fourth quarter of 2025 was $7.0 million, compared with $6.1 million in the fourth quarter of 2024. The year-over-year increase was primarily driven by personnel-related expenses associated with the development of a next-generation platform, AI-enabled tools, and ongoing clinical trials.
General and administrative expense in the fourth quarter of 2025 was $4.4 million compared with $3.8 million in the fourth quarter of 2024. This increase was primarily due to an increase in personnel-related expenses.
Loss from operations was ($1.8) million in the fourth quarter of 2025, compared with loss from operations of ($3.7) million in the fourth quarter of 2024. Net loss was ($2.7) million for the fourth quarter of 2025 compared with net loss of ($5.3) million in the fourth quarter of 2024.
The Company’s cash, cash equivalents and short-term investments balance as of December 31, 2025 was $61.1 million compared with $60.0 million at the end of the prior quarter. Long-term borrowings totaled $58.9 million as of December 31, 2025.
Full Year 2025 Financial Results
Total revenue for the year ended December 31, 2025 grew 25% to $100.0 million, compared with $79.9 million in 2024. The Company’s revenue growth was primarily driven by increased sales of the RNS System, which totaled $81.7 million for the full year 2025, representing growth of 25% compared to 2024.
Gross margin for the year was 77.2%, compared with 73.9% in 2024. The year-over-year improvement is primarily due to increasing revenue contribution from higher margin RNS revenue, benefit from improved manufacturing efficiency, and favorable pricing. RNS gross margin for the year was 81.9%, compared with 78.4% in 2024.
Total operating expenses for the year were $93.6 million, compared with $80.8 million in 2024.
Sales and marketing expense for the year was $46.6 million, compared with $39.7 million in 2024. The year-over-year increase was largely due to personnel-related expenses associated with ongoing scaling of commercial activities, increased variable compensation due to sales performance, investment in direct-to-consumer marketing and other sales related expenses.
Research and development expense for the year was $27.9 million, compared with $23.7 million in 2024. The year-over-year increase was primarily driven by personnel-related expenses as well as lower grant funding received compared to 2024.
General and administrative expense for the year was $19.1 million compared with $17.4 million in 2024. This increase was primarily due to an increase in personnel-related expenses, including non-recurring items related to executive transition in the second quarter of 2025.
Discontinued Operations
The Company expects to begin reporting its DIXI Medical related financial results as a discontinued operation beginning with its first quarter 2026 financial results and in accordance with U.S. GAAP, the Company’s continuing operations basis will exclude the impact of DIXI for both the 2026 reporting periods and the applicable comparable periods presented. Refer to Table 4 for selected historical DIXI Medical related operating results, including revenue, gross profit and operating expenses.
Full Year 2026 Financial Guidance on a Continuing Operations Basis
•Total revenue guidance for full year 2026 to be between $98 million and $100 million, representing underlying RNS growth of 20% to 22% compared to full year 2025
•Total revenue for first quarter 2026 to be between $21 million and $22 million
•Non-GAAP gross margin to be between 81.5% and 82.5%, excluding $0.5 million in stock-based compensation, a non-cash expense. Including stock-based compensation, GAAP gross margin to be between 81% and 82%.
•Total non-GAAP operating expenses to be between $90 million and $92 million, excluding approximately $10 million in stock-based compensation, a non-cash expense. Including stock-based compensation, GAAP operating expenses range between $100 million and $102 million.
•Adjusted EBITDA to be between ($9.0) and ($10.0) million
Beginning in the first quarter of 2026, the Company will present gross margin and operating expenses on an adjusted basis, excluding stock-based compensation, for each line item. This change is intended to provide greater transparency into the underlying operating performance of the business, enhance the visibility of our operating leverage, and improve comparability across periods. The Company will continue to disclose stock-based compensation and provide appropriate reconciliations to GAAP results.
Non-GAAP Measure
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, and non-GAAP 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.
GAAP to Non-GAAP Supplemental Financial Information
The Company has included supplemental reconciliations of GAAP to non-GAAP financial measures to provide investors with additional insight into the performance of its core business.
•Table 1 presents a reconciliation of GAAP to non-GAAP financial measures excluding DIXI Medical related operating results. Management believes this presentation provides a more meaningful basis for evaluating period over period performance of the Company’s continuing operations and core RNS business. Beginning in 2026, the Company’s reported continuing operations results will be compared against these 2025 continuing operations amounts for year over year analysis.
•Table 2 presents the Company’s 2026 financial guidance on a continuing operations basis. This table reflects gross margin, and operating expense ranges excluding the impact of DIXI Medical. Operating expense guidance is presented by functional line item and includes stock-based compensation expense within each respective category. These non-GAAP expense line items will be the primary focus of the Company’s reporting and performance evaluation framework going forward, providing greater transparency into the cost structure of the continuing operations. Together with revenue and gross margin, these line items form the basis for the Company’s projected Adjusted EBITDA.
•Table 3 presents a reconciliation of GAAP to non-GAAP financial measures for the periods presented. Both GAAP and non-GAAP financial measures in this table include DIXI Medical related operating results.
•Table 4 presents selected historical DIXI Medical related operating results, including revenue, gross profit and operating expenses, to provide transparency into the financial contribution from DIXI Medical related operations prior to its classification as discontinued operations.
Webcast and Conference Call Information
NeuroPace will host a conference call to discuss the fourth quarter and full year 2025 financial results after market close on Tuesday, March 3, 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/598907183. Individuals interested in participating in the call via telephone may access the call by dialing + 1 (800) 715-9871 and referencing Conference ID 8467256. 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 without DIXI Medical revenue; 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; risks related to product development, including risks related to the development of AI-powered software, including NeuroPace AI™ and Seizure ID™ and the next generation device platform, including risks related to Seizure IDTM; 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 Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 3, 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
Head of Investor Relations
sschaper@neuropace.com
investors@neuropace.com
NeuroPace, Inc.
Condensed Statements of Operations and Comprehensive Loss
(unaudited)
| Three Months Ended December 31, | Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands, except for share and per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||
| Revenue | $ | 26,588 | $ | 21,466 | $ | 99,986 | $ | 79,906 |
| Cost of goods sold | 6,010 | 5,278 | 22,766 | 20,821 | ||||
| Gross profit | 20,578 | 16,188 | 77,220 | 59,085 | ||||
| Operating expenses: | ||||||||
| Sales and marketing | 10,936 | 9,951 | 46,580 | 39,669 | ||||
| Research and development | 7,027 | 6,050 | 27,888 | 23,653 | ||||
| General and administrative | 4,382 | 3,840 | 19,090 | 17,434 | ||||
| Total operating expenses | 22,345 | 19,841 | 93,558 | 80,756 | ||||
| Loss from operations | (1,767) | (3,653) | (16,338) | (21,671) | ||||
| Interest income | 638 | 681 | 2,816 | 3,024 | ||||
| Interest expense | (1,600) | (2,192) | (7,457) | (8,798) | ||||
| Other income (expense), net | — | (86) | (486) | 304 | ||||
| Net loss and comprehensive loss | $ | (2,729) | $ | (5,250) | $ | (21,465) | $ | (27,141) |
| Net loss per share attributable to common stockholders, basic and<br><br>diluted | $ | (0.08) | $ | (0.18) | $ | (0.66) | $ | (0.93) |
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 33,385,740 | 29,914,786 | 32,722,438 | 29,126,314 |
NeuroPace, Inc.
Condensed Balance Sheets
(unaudited)
| December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 21,692 | $ | 13,430 |
| Short-term investments | 39,366 | 39,325 | ||
| Accounts receivable | 14,681 | 12,851 | ||
| Inventory | 16,896 | 13,381 | ||
| Prepaid expenses and other current assets | 1,438 | 2,352 | ||
| Total current assets | 94,073 | 81,339 | ||
| Property and equipment, net | 1,125 | 1,052 | ||
| Operating lease right-of-use asset | 10,132 | 11,843 | ||
| Restricted cash | 122 | 122 | ||
| Deferred offering costs | — | 276 | ||
| Other assets | 113 | 15 | ||
| Total assets | $ | 105,565 | $ | 94,647 |
| Liabilities and Stockholders’ Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 2,217 | $ | 2,954 |
| Accrued liabilities | 13,339 | 9,787 | ||
| Operating lease liability | 2,117 | 1,860 | ||
| Deferred revenue | 141 | 555 | ||
| Total current liabilities | 17,814 | 15,156 | ||
| Long-term debt | 58,884 | 59,525 | ||
| Operating lease liability, net of current portion | 9,836 | 11,953 | ||
| Total liabilities | 86,534 | 86,634 | ||
| Stockholders’ equity: | ||||
| Common stock, $0.001 par value | 34 | 30 | ||
| Additional paid-in capital | 571,412 | 538,933 | ||
| Accumulated deficit | (552,415) | (530,950) | ||
| Total stockholders’ equity | 19,031 | 8,013 | ||
| Total liabilities and stockholders’ equity | $ | 105,565 | $ | 94,647 |
NeuroPace, Inc.
Condensed Statements of Cash Flows
(unaudited)
| Three Months Ended December 31, | Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (2,729) | $ | (5,250) | $ | (21,465) | $ | (27,141) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Stock-based compensation expense | 2,607 | 2,603 | 11,089 | 10,282 | ||||
| Depreciation | 80 | 48 | 238 | 207 | ||||
| Amortization of debt discount and issuance costs | 63 | 49 | 237 | 228 | ||||
| Non-cash interest expense | 75 | 211 | 538 | 954 | ||||
| PIK interest incurred but not paid on term loan | — | — | — | 1,389 | ||||
| Loss on debt extinguishment | — | — | 527 | — | ||||
| Amortization of right-of-use asset | 442 | 403 | 1,710 | 1,562 | ||||
| Loss (gain) on short-term investments | — | 86 | (41) | (229) | ||||
| Inventory write-downs | 19 | 55 | 159 | 251 | ||||
| Loss on disposal of property and equipment | 12 | — | 14 | — | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 257 | (1,289) | (1,830) | (536) | ||||
| Inventory | 1,221 | (1,352) | (3,673) | (2,418) | ||||
| Prepaid expenses and other assets | 809 | (237) | 943 | 384 | ||||
| Accounts payable | (2,385) | 773 | (730) | 671 | ||||
| Accrued liabilities | 1,022 | (284) | 3,552 | (1,392) | ||||
| Deferred revenue | (507) | (193) | (414) | (534) | ||||
| Operating lease liabilities | (480) | (420) | (1,860) | (1,627) | ||||
| Net cash provided by (used in) operating activities | 506 | (4,797) | (11,006) | (17,949) | ||||
| Cash flows from investing activities | ||||||||
| Acquisition of property and equipment | (97) | (39) | (332) | (306) | ||||
| Proceeds from sale of short-term investments | — | 2,000 | — | 9,300 | ||||
| Net cash (used in) provided by investing activities | (97) | 1,961 | (332) | 8,994 | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of common stock in follow-on offering, net of underwriting discounts and commissions | — | — | 69,654 | — | ||||
| Repurchase of common stock from KCK Ltd. | — | — | (49,546) | — | ||||
| Proceeds from issuance of common stock under employee plans | 723 | 595 | 1,875 | 1,931 | ||||
| Taxes withheld and paid related to net share settlement of equity awards | (88) | (92) | (543) | (881) | ||||
| Proceeds from At-The-Market offering, net of sales commission | — | 345 | 232 | 3,277 | ||||
| Proceeds from debt, net of discounts and issuance costs | — | — | 58,435 | — | ||||
| Repayment of debt | — | — | (60,507) | — | ||||
| Net cash provided by financing activities | 635 | 848 | 19,600 | 4,327 | ||||
| Net increase (decrease) in cash and cash equivalents | 1,044 | (1,988) | 8,262 | (4,628) | ||||
| Cash, cash equivalents and restricted cash at the Beginning of Period | 20,770 | 15,540 | 13,552 | 18,180 | ||||
| Cash, cash equivalents and restricted cash at the End of Period | $ | 21,814 | $ | 13,552 | $ | 21,814 | $ | 13,552 |
| Reconciliation of cash, cash equivalents and restricted cash to balance sheets: | ||||||||
| Cash and cash equivalents | $ | 21,692 | $ | 13,430 | $ | 21,692 | $ | 13,430 |
| Restricted cash | 122 | 122 | 122 | 122 | ||||
| Cash, cash equivalents and restricted cash in balance sheets | $ | 21,814 | $ | 13,552 | $ | 21,814 | $ | 13,552 |
NeuroPace, Inc.
Table 1. GAAP to Non-GAAP Reconciliations (excluding DIXI)1
(unaudited)
| Three Months Ended | Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | March 31, 2025 | June 30,<br><br>2025 | September 30,<br><br>2025 | December 31,<br><br>2025 | December 31,<br><br>2025 | |||||
| GAAP loss from operations | $ | (5,147) | $ | (6,824) | $ | (2,600) | $ | (1,767) | $ | (16,338) |
| Less: DIXI income from operations | 1,613 | 1,365 | 1,425 | 1,500 | 5,903 | |||||
| Stock-based compensation | 2,626 | 3,228 | 2,628 | 2,607 | 11,089 | |||||
| Depreciation | 49 | 55 | 54 | 80 | 238 | |||||
| Adjusted EBITDA (Non-GAAP) (excluding DIXI) | $ | (4,085) | $ | (4,906) | $ | (1,343) | $ | (580) | $ | (10,914) |
| GAAP cost of goods sold | $ | 5,182 | $ | 5,388 | $ | 6,186 | $ | 6,010 | $ | 22,766 |
| Less: DIXI cost of goods sold | 1,992 | 2,100 | 2,005 | 1,605 | 7,702 | |||||
| Stock-based compensation | 178 | 173 | 168 | 175 | 694 | |||||
| Non-GAAP cost of goods sold (excluding DIXI) | $ | 3,012 | $ | 3,115 | $ | 4,013 | $ | 4,230 | $ | 14,370 |
| GAAP sales and marketing expense | $ | 11,003 | $ | 12,043 | $ | 12,598 | $ | 10,936 | $ | 46,580 |
| Less: DIXI sales and marketing expense | 598 | 554 | 573 | 223 | 1,948 | |||||
| Stock-based compensation | 783 | 761 | 781 | 727 | 3,052 | |||||
| Non-GAAP sales and marketing expense (excluding DIXI) | $ | 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 expense1 | $ | 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 expense1 | $ | 3,253 | $ | 4,639 | $ | 3,736 | $ | 3,525 | $ | 15,153 |
1 The Company did not allocate research and development or general and administrative expenses to its DIXI operations.
NeuroPace, Inc.
Table 2. GAAP to Non-GAAP Reconciliations
2026 Guidance
| (in thousands) | 2026 Guidance |
|---|---|
| GAAP gross margin | 81% to 82% |
| Stock-based compensation | ~50 bps |
| Non-GAAP gross margin | 81.5% to 82.5% |
| GAAP sales and marketing expense | $49,000 to $51,000 |
| Stock-based compensation | ~3,000 |
| Non-GAAP sales and marketing expense | $46,000 to $48,000 |
| GAAP research and development expense | ~$30,000 |
| Stock-based compensation | ~3,000 |
| Non-GAAP research and development expense | ~$27,000 |
| GAAP general and administrative expense | ~$21,000 |
| Stock-based compensation | ~4,000 |
| Non-GAAP general and administrative expense | ~$17,000 |
| Total GAAP operating expenses | $100,000 to $102,000 |
| Stock-based compensation | ~10,000 |
| Non-GAAP operating expenses | $90,000 to $92,000 |
| Total GAAP loss from operations | ($20,000) to ($21,000) |
| Stock-based compensation (including gross margin) | ~10,500 |
| Non-GAAP loss from operations | (9,500) to (10,500) |
| Total depreciation and amortization | ~500 |
| Total adjusted EBITDA (Non-GAAP) | ~($9,000) to ($10,000) |
NeuroPace, Inc.
Table 3. GAAP to Non-GAAP Reconciliations
(unaudited)
| Three Months Ended | Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | March 31, 2025 | June 30,<br><br>2025 | September 30,<br><br>2025 | December 31,<br><br>2025 | December 31,<br><br>2025 | |||||
| GAAP loss from operations | $ | (5,147) | $ | (6,824) | $ | (2,600) | $ | (1,767) | $ | (16,338) |
| Stock-based compensation | 2,626 | 3,228 | 2,628 | 2,607 | 11,089 | |||||
| Depreciation | 49 | 55 | 54 | 80 | 238 | |||||
| Adjusted EBITDA (Non-GAAP) | $ | (2,472) | $ | (3,541) | $ | 82 | $ | 920 | $ | (5,011) |
| GAAP cost of goods sold | $ | 5,182 | $ | 5,388 | $ | 6,186 | $ | 6,010 | $ | 22,766 |
| Stock-based compensation | 178 | 173 | 168 | 175 | 694 | |||||
| Non-GAAP cost of goods sold | $ | 5,004 | $ | 5,215 | $ | 6,018 | $ | 5,835 | $ | 22,072 |
| GAAP sales and marketing expense | $ | 11,003 | $ | 12,043 | $ | 12,598 | $ | 10,936 | $ | 46,580 |
| Stock-based compensation | 783 | 761 | 781 | 727 | 3,052 | |||||
| Non-GAAP sales and marketing expense | $ | 10,220 | $ | 11,282 | $ | 11,817 | $ | 10,209 | $ | 43,528 |
| 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 |
NeuroPace, Inc.
Table 4. DIXI Operating Results2
(unaudited)
| Three Months Ended | Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | March 31, 2025 | June 30,<br><br>2025 | September 30,<br><br>2025 | December 31,<br><br>2025 | December 31,<br><br>2025 | |||||
| Revenue | $ | 4,203 | $ | 4,019 | $ | 4,003 | $ | 3,328 | $ | 15,553 |
| Cost of goods sold | 1,992 | 2,100 | 2,005 | 1,605 | 7,702 | |||||
| Gross Profit | 2,211 | 1,919 | 1,998 | 1,723 | 7,851 | |||||
| Operating Expenses: | ||||||||||
| Sales and marketing | 598 | 554 | 573 | 223 | 1,948 | |||||
| DIXI income from operations | $ | 1,613 | $ | 1,365 | $ | 1,425 | $ | 1,500 | $ | 5,903 |
2 The Company did not allocate research and development or general and administrative expenses to its DIXI operations.