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): November 4, 2025
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 November 4, 2025, the Company issued a press release announcing its financial results for the fiscal quarter ended September 30, 2025. A copy of the press release, dated November 4, 2025, is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
The foregoing information in this Item 2.02 (including the exhibit hereto) 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 November 4, 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: November 4, 2025 | By: | /s/ Patrick Williams |
| Patrick Williams | ||
| Chief Financial Officer |
Document
NeuroPace Reports Third Quarter 2025 Financial Results and Increases 2025 Revenue Guidance
Reported record quarterly revenue of $27.4 million in Q3 2025 representing 30% growth
Increased full-year 2025 revenue guidance to between $97 million and $98 million and gross margin guidance to between 76% and 77%
Remains on track to submit NAUTILUS PMA Supplement to FDA for IGE indication expansion by year-end 2025
Mountain View, Calif. – November 4, 2025 – NeuroPace, Inc. (Nasdaq: NPCE), a medical device company focused on transforming the lives of people living with epilepsy, today reported financial results for the third quarter ended September 30, 2025, and provided a corporate update.
Third Quarter 2025 Financial Highlights
•Total revenue of $27.4 million, representing growth of 30% compared to the third quarter of 2024
•RNS® System revenue of $22.6 million, representing growth of 31% compared to the third quarter of 2024
•Delivered strong gross margin of 77.4% driven by positive product mix and manufacturing efficiencies
Third Quarter 2025 Operational & Strategic Highlights
•Achieved record highs in number of active accounts, prescribers and utilization
•Completed Pre-submission meeting with the FDA for the NAUTILUS study evaluating RNS therapy in idiopathic generalized epilepsy (IGE) and remains on track to submit a premarket approval supplement (PMA-S) by year-end 2025
•Built on Project CARE momentum with an increasing contribution in the third quarter compared with the second quarter of 2025
•Submitted Seizure IDTM, the first of a suite of planned NeuroPace AI™ applications designed to improve clinical outcomes and simplify and accelerate the iEEG review process, to the FDA for approval. The product is built on years of proprietary, patient-level brain data captured through the RNS System
“Our strong third-quarter performance reflects the continued execution of our strategy and the momentum across our business being driven by our team,” said Joel Becker, Chief Executive Officer of NeuroPace. “We delivered record revenue growth with strong gross margin, operating and cash discipline while advancing key clinical and product development initiatives that reinforce our leadership in personalized neuromodulation. Our decision to strategically focus our organizational efforts on our differentiated RNS System is reflected in our third quarter results, and with growing awareness of RNS therapy and an expanding base of prescribers, we are encouraged by the progress we are making toward establishing the RNS System as the standard of care in drug-resistant epilepsy.”
Third Quarter 2025 Financial Results
Total revenue in the third quarter of 2025 grew 30% to $27.4 million, compared with $21.1 million in the third quarter of 2024. The Company’s revenue growth was primarily driven by increased sales of the RNS System, which grew 31% in the third quarter of 2025 compared to the third quarter of 2024.
Gross margin for the third quarter of 2025 was 77.4%, compared with 73.2% in the third quarter of 2024 and 77.1% in the second 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 favorable pricing.
Total operating expenses in the third quarter of 2025 were $23.8 million, compared with $19.7 million in the third quarter of 2024.
Sales and marketing expense in the third quarter of 2025 was $12.6 million, compared with $9.9 million in the third 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 third quarter of 2025 was $6.6 million, compared with $5.8 million in the third 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 third quarter of 2025 was $4.6 million compared with $4.0 million in the third quarter of 2024. This increase was primarily due to an increase in personnel-related expenses.
Loss from operations was ($2.6) million in the third quarter of 2025, compared with a loss from operations of ($4.2) million in the third quarter of 2024. Net loss was ($3.5) million for the third quarter of 2025 compared with a net loss of ($5.5) million in the third quarter of 2024.
The Company’s cash, cash equivalents and short-term investments balance as of September 30, 2025 was $60.0 million compared with $62.1 million at the end of the prior quarter. Long-term borrowings totaled $58.7 million as of September 30, 2025.
Updated Full Year 2025 Financial Guidance
•Increased total revenue guidance for full year 2025 to between $97 million and $98 million, representing growth of 21% - 23% versus $79.9 million in 2024, up from previous guidance of between $94 million and $98 million
•Increased gross margin guidance to between 76% and 77%, up from previous guidance of 75% and 76%
•Increased total operating expenses range between $94 million and $95 million, including approximately $11 million in stock-based compensation, a non-cash expense, up from previous guidance of $92 million to $95 million
Webcast and Conference Call Information
NeuroPace will host a conference call to discuss the third quarter 2025 financial results after market close on Tuesday, November 4, 2025, 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/831496029. 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: 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; and NeuroPace’s anticipated revenue, gross margin and operating expenses for the year ending 2025. 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 2025 and in the future; risks to future revenue growth as a result of the expiration of the DIXI distribution agreement on September 30, 2025; 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 submissions and approvals to expand the market for NeuroPace’s RNS System, including risks related to the NAUTILUS clinical trial; 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; 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 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 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
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands, except share and per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||
| Revenue | $ | 27,354 | $ | 21,060 | $ | 73,398 | $ | 58,440 |
| Cost of goods sold | 6,186 | 5,640 | 16,756 | 15,543 | ||||
| Gross profit | 21,168 | 15,420 | 56,642 | 42,897 | ||||
| Operating expenses | ||||||||
| Sales and marketing | 12,598 | 9,929 | 35,644 | 29,718 | ||||
| Research and development | 6,576 | 5,754 | 20,861 | 17,603 | ||||
| General and administrative | 4,594 | 3,980 | 14,708 | 13,594 | ||||
| Total operating expenses | 23,768 | 19,663 | 71,213 | 60,915 | ||||
| Loss from operations | (2,600) | (4,243) | (14,571) | (18,018) | ||||
| Interest income | 667 | 754 | 2,178 | 2,343 | ||||
| Interest expense | (1,645) | (2,182) | (5,857) | (6,606) | ||||
| Other income (expense), net | 82 | 219 | (486) | 390 | ||||
| Net loss and comprehensive loss | $ | (3,496) | $ | (5,452) | $ | (18,736) | $ | (21,891) |
| Net loss per share attributable to common stockholders, basic and diluted | $ | (0.11) | $ | (0.19) | $ | (0.58) | $ | (0.76) |
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 33,134,606 | 29,444,625 | 32,498,907 | 28,863,120 |
NeuroPace, Inc.
Condensed Balance Sheets
(unaudited)
| September 30, | December 31, | |||
|---|---|---|---|---|
| (in thousands, except share and per share amounts) | 2025 | 2024 | ||
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 20,648 | $ | 13,430 |
| Short-term investments | 39,366 | 39,325 | ||
| Accounts receivable | 14,938 | 12,851 | ||
| Inventory | 18,135 | 13,381 | ||
| Prepaid expenses and other current assets | 2,243 | 2,352 | ||
| Total current assets | 95,330 | 81,339 | ||
| Property and equipment, net | 1,108 | 1,052 | ||
| Operating lease right-of-use asset | 10,575 | 11,843 | ||
| Restricted cash | 122 | 122 | ||
| Deferred offering costs | — | 276 | ||
| Other assets | 120 | 15 | ||
| Total assets | $ | 107,255 | $ | 94,647 |
| Liabilities and Stockholders’ Equity | ||||
| Current liabilities | ||||
| Accounts payable | $ | 4,590 | $ | 2,954 |
| Accrued liabilities | 12,317 | 9,787 | ||
| Operating lease liability | 2,051 | 1,860 | ||
| Deferred revenue | 649 | 555 | ||
| Total current liabilities | 19,607 | 15,156 | ||
| Long-term debt | 58,748 | 59,525 | ||
| Operating lease liability, net of current portion | 10,382 | 11,953 | ||
| Total liabilities | 88,737 | 86,634 | ||
| Stockholders’ equity | ||||
| Common stock, $0.001 par value | 33 | 30 | ||
| Additional paid-in capital | 568,171 | 538,933 | ||
| Accumulated deficit | (549,686) | (530,950) | ||
| Total stockholders’ equity | 18,518 | 8,013 | ||
| Total liabilities and stockholders’ equity | $ | 107,255 | $ | 94,647 |
NeuroPace, Inc.
Condensed Statements of Cash Flows
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (3,496) | $ | (5,452) | $ | (18,736) | $ | (21,891) |
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Stock-based compensation expense | 2,628 | 2,591 | 8,482 | 7,679 | ||||
| Depreciation | 54 | 56 | 158 | 159 | ||||
| Amortization of debt discount and issuance costs | 70 | 47 | 174 | 179 | ||||
| Non-cash interest expense | 73 | 203 | 463 | 743 | ||||
| Loss on debt extinguishment | — | — | 527 | — | ||||
| PIK interest incurred but not paid on term loan | — | — | — | 1,389 | ||||
| Amortization of right-of-use asset | 433 | 395 | 1,268 | 1,159 | ||||
| Gain on short-term investments | (82) | (219) | (41) | (315) | ||||
| Inventory write-downs | 47 | 107 | 140 | 196 | ||||
| Loss on disposal of property and equipment | — | — | 2 | — | ||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | (1,383) | (318) | (2,087) | 753 | ||||
| Inventory | (1,836) | (828) | (4,894) | (1,066) | ||||
| Prepaid expenses and other assets | (537) | (32) | 134 | 621 | ||||
| Accounts payable | (48) | (130) | 1,655 | (102) | ||||
| Accrued liabilities | 2,650 | 2,328 | 2,530 | (1,108) | ||||
| Deferred revenue | (48) | (61) | 93 | (341) | ||||
| Operating lease liabilities | (469) | (411) | (1,380) | (1,207) | ||||
| Net cash used in operating activities | (1,944) | (1,724) | (11,512) | (13,152) | ||||
| Cash flows from investing activities | ||||||||
| Acquisition of property and equipment | (30) | (100) | (235) | (267) | ||||
| Proceeds from sale of short-term investments | — | 1,500 | — | 7,300 | ||||
| Net cash (used in) provided by investing activities | (30) | 1,400 | (235) | 7,033 | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of common stock in follow-on offering, net of underwriting discounts and commissions | (50) | — | 69,654 | — | ||||
| Repurchase of common stock | — | — | (49,546) | — | ||||
| Proceeds from issuance of common stock under employee plans | 1 | 34 | 1,152 | 1,336 | ||||
| Taxes withheld and paid related to net share settlement of equity awards | (53) | (68) | (455) | (789) | ||||
| Proceeds from at-the-market offering, net of sales commission | — | 2,932 | 232 | 2,932 | ||||
| Proceeds from debt, net of discounts and issuance costs | (133) | — | 58,435 | — | ||||
| Repayment of debt | — | — | (60,507) | — | ||||
| Net cash provided by financing activities | (235) | 2,898 | 18,965 | 3,479 | ||||
| Net increase (decrease) in cash and cash equivalents | (2,209) | 2,574 | 7,218 | (2,640) | ||||
| Cash, cash equivalents and restricted cash | ||||||||
| Beginning of the period | 22,979 | 12,966 | 13,552 | 18,180 | ||||
| End of the period | $ | 20,770 | $ | 15,540 | $ | 20,770 | $ | 15,540 |
| Reconciliation of cash, cash equivalents and restricted cash to balance sheets: | ||||||||
| Cash and cash equivalents | $ | 20,648 | $ | 15,418 | $ | 20,648 | $ | 15,418 |
| Restricted cash | 122 | 122 | 122 | 122 | ||||
| Cash, cash equivalents and restricted cash in balance sheets | $ | 20,770 | $ | 15,540 | $ | 20,770 | $ | 15,540 |