8-K

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): June 20, 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
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(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Chief Financial Officer

On June 20, 2025, Rebecca Kuhn departed from her position as Chief Financial Officer and Vice President, Finance and Administration of NeuroPace, Inc. (the “Company”) and will transition to the role of Senior Strategic Advisor—Finance, effective as of June 20, 2025 (the “Transition Date”).

In connection with her resignation, Ms. Kuhn and the Company entered into a separation agreement, dated June 24, 2025 (the “Separation Agreement”), pursuant to which Ms. Kuhn will provide consulting services to NeuroPace from the Transition Date through June 19, 2026 (the “Consulting Period”).

The Separation Agreement also sets forth the severance benefits following a termination of employment with the Company pursuant to the Company’s Officer Severance Benefit Plan, which includes cash severance benefits equal to the sum of 12 months of Ms. Kuhn’s base salary, payable in the form of salary continuation over a twelve-month period, as well as reimbursement of up to 18 months of COBRA premiums. Ms. Kuhn will also receive an additional one-time cash payment of $88,885, which is equivalent to the 2025 bonus, pro-rated for her partial year of service, to be paid on the first regular payroll date following the Transition Date. In addition, Ms. Kuhn’s outstanding equity awards will continue to vest during the Consulting Period. All vested awards held by Ms. Kuhn as of the Transition Date will remain outstanding and exercisable in accordance with the terms and conditions of the applicable award agreements. The severance payments and the one-time cash payment will be contingent on Ms. Kuhn providing a general release of claims.

The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Separation Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

Appointment of Chief Financial Officer

In connection with the transition of the Chief Financial Officer role, the Company has appointed Patrick F. Williams as Chief Financial Officer, effective as of the Transition Date. Mr. Williams will also serve as the Company’s principal financial officer and principal accounting officer.

Mr. Williams, age 52, joins NeuroPace with over 25 years of financial and operational management experience with public companies. Mr. Williams most recently served as Chief Financial Officer of STAAR Surgical, a leading developer, manufacturer and marketer of implantable lenses and companion delivery systems for the eye. As Chief Financial Officer of Staar Surgical, Mr. Williams oversaw worldwide finance operations for the company, which reported net sales of more than $300 million in 2024. Prior to STAAR Surgical, Mr. Williams was Chief Financial Officer at Sientra, thereafter transitioning to the General Manager of the miraDry® business unit. Before joining Sientra, Mr. Williams served as Chief Financial Officer of ZELTIQ Aesthetics, Inc., a publicly-traded medical device company that was acquired in 2017. Mr. Williams has also served as Vice President at NuVasive, Inc., a San Diego-based medical device company, in strategy, finance and investor relations roles. Mr. Williams earned a B.A. in Economics from U.C. San Diego and an M.B.A from San Diego State University.

Pursuant to the terms of the Offer Letter and Employment Agreement (the “Offer Letter”), between Mr. Williams and the Company, Mr. Williams’s base salary will be $500,000 per year and his annual target bonus will be 60% of his base salary. Bonus amounts will be determined based upon achievement of goals agreed upon with the Board of Directors. Pursuant to the Offer letter, Mr. Williams will be granted sign-on equity awards in the form of restricted stock units representing 10,370 shares of the Company’s common stock and stock options to purchase 17,600 shares of the Company’s common stock with an exercise price equal to the fair market value on the date of the grant (collectively, the “Sign-on Awards”). Mr. Williams will also receive a new hire equity award in the form of restricted stock units representing 41,480 shares of the Company’s common stock and stock options to purchase 70,350 shares of the Company’s common stock with an exercise price equal to the fair market value on the date of the grant (the “New Hire Awards” and collectively with the Sign-on Awards, the “Equity Awards”). Twenty-five percent (25%) of the shares subject to the Equity Awards will vest on the respective one-year anniversaries of the dates of grant, with the balances of the shares respectively vesting quarterly over the following three (3) years, subject to Mr. Williams’s continued service with the Company through each such vesting date.

Mr. Williams is eligible to participate in the employee benefit plans generally available to the Company’s employees and is subject to customary confidentiality covenants, and he is also eligible for severance benefits under the Company’s Officer Severance Benefit Plan.

The Company has also entered into its standard form of indemnification agreement with Mr. Williams.

The foregoing description of the Offer Letter does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Offer Letter, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

Item 7.01 Regulation FD Disclosure.

On June 24, 2025, the Company issued a press release announcing the changes described above. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in this Item 7.01 and in 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 June 24, 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: June 24, 2025	By:	/s/ Leah Akin
		Leah Akin
		General Counsel and Secretary

EX-99.1

Exhibit 99.1

NeuroPace Announces Strategic CFO Transition

Appoints Patrick F. Williams as Chief Financial Officer

Williams Brings a Track Record of Leading Medical Device Public Companies as CFO

Rebecca Kuhn Departing Company and Will Remain in Advisory Role

Mountain View, Calif. – June 24, 2025 – NeuroPace, Inc. (Nasdaq: NPCE), a medical device company focused on transforming the lives of people living with epilepsy, today announced the appointment of Mr. Patrick F. Williams as Chief Financial Officer, effective June 20, 2025. Ms. Rebecca Kuhn has entered into an agreement with the Company to depart from her CFO role and serve in an advisory role to the Company for a twelve-month period.

“NeuroPace is pleased to have a financial leader of Patrick’s caliber join the team at a time of such significant opportunity for our RNS System and critical point in our growth trajectory,” said Joel Becker, President and CEO. “He brings a strong track record of success helping medical device companies scale and grow, and his financial leadership will be a tremendous asset as we continue to expand access to the RNS System. His experience across commercial-stage and high-growth organizations will be valuable as we focus on driving long-term value.”

Mr. Becker added, “On behalf of the NeuroPace board and employees, I would like to acknowledge and thank Rebecca for her dedication to NeuroPace and for all that she has done for the Company and for our patients over her 25-year tenure. Rebecca has been instrumental in building the foundation of NeuroPace and helping us reach key milestones, and her financial leadership has created significant value for NeuroPace over the years. We are deeply grateful for Rebecca’s commitment to the Company’s mission throughout her time with us, and we wish her continued success in her future endeavors.”

Mr. Williams joins NeuroPace with over 25 years of financial and operational management experience with public medical device companies. Mr. Williams most recently served as Chief Financial Officer at STAAR Surgical. Prior to STAAR, he initially served as the Chief Financial Officer of Sientra before transitioning to the General Manager of the miraDry® business unit. Prior to Sientra, he was Chief Financial Officer of ZELTIQ, a medical device company that was acquired in 2017. Mr. Williams has also served as Vice President at NuVasive, a spine medical device company, in strategy, finance and investor relations roles.

Mr. Williams stated, “I am incredibly excited to join NeuroPace at such a pivotal time. The Company is just beginning to tap into a significant market opportunity, with the potential to bring life-changing benefits to the approximately 1.2 million U.S. patients living with drug resistant epilepsy. I believe the RNS System is uniquely positioned to become the standard of care in both our existing and anticipated future expanded indications, and I am energized by the Company’s commitment to product and data development to drive better patient outcomes and support greater utilization. I look forward to helping expand access to and utilization of this breakthrough therapy and to advancing NeuroPace’s mission through my experience building and scaling innovative medical device businesses.”

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. Forward-looking statements in this press releaseinclude, but are not limited to, statements regarding: NeuroPace’s growth prospects and its ability to expand access to the RNS System, and expectations regarding the RNS System becoming the standard of care in any existing or anticipatedfuture indications. Actual results or events could differ materially from the intentions and expectations disclosed in these forward-looking statements as a result of various factors, including: uncertainties related to market acceptance andadoption of NeuroPace’s RNS System; risks related to regulatory compliance and expectations for regulatory submissions and approvals to expand the market for NeuroPace’s RNS System; risks related to clinical development, including risksrelated to unfavorable or inconsistent clinical data from ongoing clinical studies; and other important factors. NeuroPace may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you shouldnot place undue reliance on these forward-looking statements. These and other risks and uncertainties include those described more fully in the section titled “Risk Factors” and “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” and elsewhere in NeuroPace’s public filings with the U.S. Securities and Exchange Commission (SEC), including its Quarterly Report on Form 10-Q for the quarterended March 31, 2025, filed with the SEC on May 13, 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 NeuroPaceas 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 subsequentto 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 investmentdecision about any securities of NeuroPace.