What changed in this filing

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Item 9A. Controls and Procedures

2024-03-05 compared with 2023-03-02 · 52 added, 36 removed, 116 unchanged (43% of the section changed)

3 unchanged sentences

Based on that evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were effective at the reasonable assurance level.

Remediation of Previously Identified Material Weakness in Internal Control Over Financial Reporting

We previously disclosed a material weakness in our internal control over financial reporting that existed as of December 31, 2021.

We determined that we had a material weakness because we did not design controls to address segregation of duties over the review and approval of account reconciliations and manual journal entries.

There were no misstatements as a result of this material weakness;

however, it could have resulted in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

With the oversight of senior management and our audit committee, we implemented remediation steps in 2021 including hiring additional accounting personnel and implementing improved accounting and financial reporting procedures and controls.

We completed the design, testing and evaluation of new and enhanced internal controls and determined that, as of March 31, 2022, the controls were designed and had operated effectively for a sufficient period of time for our management to conclude that the material weakness had been remediated.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

1 unchanged sentence

The rules define internal control over financial reporting as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting is subject to inherent limitations .

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

Attestation Report of the Registered Public Accounting Firm.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to an exemption for “emerging growth companies.”

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Insider Trading Arrangement

During the quarter ended December 31, 2023, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions, or written plans for the purchase or sale of our securities set forth in the table below:

Name and Position Date Action Rule 10b5-1 (1)

Expiration Date Total Shares of Common Stock to be Sold

Martha Morrell ,

Chief Medical Officer

September 5, 2023 Adoption X September 3, 2024 91,667 (2)

_________________

Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Including the exercise and sale of up to 80,662 shares of the Company’s common stock subject to stock options.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Certain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy statement pursuant to Regulation 14A, or the 2024 Proxy Statement, no later than 120 days after the end of our fiscal year, and certain information included therein is incorporated herein by reference.

Directors, Executive Officers and Corporate Governance.

The information required by this item will be contained in our definitive proxy statement to be filed with the SEC in connection with the Annual Meeting of Stockholders within 120 days after December 31, 2022, or the Proxy Statement, and is incorporated in this Annual Report on Form 10-K by reference.

We have adopted a code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, controller, and persons performing similar functions.

Our code of business conduct and ethics is available under the Corporate Governance section of our website at www.investors.neuropace.com under the section entitled Governance Documents.

If we make any substantive amendments to our Code of Conduct or grant any of our directors or executive officers any waiver, including any implicit waiver, from a provision of our Code of Conduct, we will disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K.

The information required by this item is incorporated by reference to the information set forth in the sections titled “Proposal 1:

Election of Directors,” “Information Regarding the Board of Directors and Corporate Governance,” “Information Regarding Executive Officers” and “Delinquent Section 16(a) Reports,” if applicable, in our 2024 Proxy Statement.

Information regarding our Code of Business Conduct and Ethics, or the Code of Conduct, required by this item will be contained in our 2024 Proxy Statement under the caption “Information Regarding the Board of Directors and Corporate Governance – Code of Ethics,” and is hereby incorporated by reference.

If we make any substantive amendments to the Code of Conduct or grants any waiver from a provision of the Code of Conduct to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.

The full text of our Code of Conduct is available on our website at https://investors.neuropace.com/corporate-governance.

The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this Annual Report.

Executive Compensation.

The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.

The information required by this item is incorporated by reference to the information set forth in the section titled “Executive Compensation” and “Director Compensation” in our 2024 Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.

The information required by this item is incorporated by reference to the information set forth in the sections titled “Equity Compensation Plans at December 31, 2021” and “Security Ownership of Certain Beneficial Owners and Management” in our 2024 Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.

Principal Accounting Fees and Services.

The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.

Exhibits, Financial Statement Schedules.

The information required by this item is incorporated by reference to the information set forth in the sections titled “Transactions with Related Persons and Indemnification” and “Information Regarding the Board of Directors and Corporate Governance–Independence of the Board of Directors” in our 2024 Proxy Statement.

Principal Accountant Fees and Services.

Information regarding accounting fees and services required by this item will be contained in our 2024 Proxy Statement in Proposal 2 under the captions “–Principal Accountant Fees and Services” and “–Pre-Approval Policies and Procedures” and is hereby incorporated by reference.

Exhibit and Financial Statement Schedules.

The following documents are filed as part of this Annual Report on Form 10-K:

2 unchanged sentences

(2) FINANCIAL STATEMENT SCHEDULES

All schedules to the financial statements are omitted because they are not applicable, not material or the required information is shown in Par II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

All schedules to the financial statements are omitted because they are not applicable, not material or the required information is shown in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

The documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein.

10 unchanged sentences

Description of securities

10-K 001-40377 4.2 March 2, 2023

2020 Stock Plan.

10 unchanged sentences

April 14, 2021

10.6+ NeuroPace, Inc.

2023 Inducement Plan, Form of Stock Option Grant Notice, and Form of Stock Option Agreement

8-K 001-40377 10.1 July 19, 2023

Form of Indemnification Agreement, by and between the Registrant and each of its directors and executive officers.

S-1/A 333-254663 10.9 April 14, 2021

Amended and Restated Offer Letter, dated March 24, 2021, by and between the Company and Michael Favet.

S-1 333-254663 10.11

March 24, 2021

10.8+ Consulting Agreement dated June 28, 2023, by and between NeuroPace and Michael Favet

8-K 001-40377 10.1 June 28, 2023

Offer Letter dated June 27, 2023, by and between NeuroPace and Joel Becker

8-K 001-40377 10.2

June 28, 2023

Amended and Restated Offer Letter, dated March 24, 2021, by and between the Company and Rebecca Kuhn.

2 unchanged sentences

S-1 333-254663 10.13 March 24, 2021

Amended and Restated Offer Letter, dated March 24, 2021, by and between the Company and Irina Ridley.

S-1 333-254663 10.14 March 24, 2021

Transition and Separation Agreement, dated February 7, 2024, by and between the Company and Irina Ridley.

Term Loan Agreement, dated September 24, 2020, by among the Company, the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto and CRG Servicing LLC.

3 unchanged sentences

10-Q 001-40337 10.1 May 12, 2022

Amendment One to the Supply Agreement, dated December 21, 2020, by and between the Company and Micro Systems Engineering, Inc.

S-1 333-254663 10.19 March 24, 2021

10.15 Second Amendment to Term Loan Agreement, dated February 28, 2023, by among the Company, the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto and CRG

10-Q 001-40337 10.1 May 4, 2023

Supply Agreement, dated November 16 , 202 2 , b y and between the Company and Micro Systems Technol o g ies, Inc.

10.17** Amendment 1 to Supply Agreement, dated November 16, 2022, by and between the Company and Micro Systems Technologies, Inc.

10-Q 001-40337 10.2 May 4, 2023

Supply Agreement, dated January 1, 2021, by and between the Company and Greatbatch Ltd.

1 unchanged sentence

April 14, 2021

10.19** First Amendment to Supply Agreement, dated January 1, 2021, by and between the Company and Greatbatch Ltd.

10.20** Second Amendment to Supply Agreement, dated January 1, 2021, by and between the Company and Greatbatch Ltd.

Non-Employee Director Compensation Policy

24 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97+ Incentive Compensation Recoupment Policy .

101.SCH XBRL Taxonomy Extension Schema Document.

13 unchanged sentences

NEUROPACE, INC.

/s/ Michael Favet

Michael Favet

/s/ Joel Becker

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Rebecca Kuhn

1 unchanged sentence

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Favet and Rebecca Kuhn, jointly and severally, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joel Becker and Rebecca Kuhn, jointly and severally, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

/s/ Michael Favet Director, President and Chief Executive Officer

/s/ Joel Becker Director, President and Chief Executive Officer

(Principal Executive Officer)

March 5, 2024

Michael Favet

/s/ Rebecca Kuhn Chief Financial Officer and Vice President, Finance and Administration (Principal Financial Officer and Principal Accounting Officer)

2 unchanged sentences

Frank Fischer

/s/ Greg Garfield Director March 2, 2023

Greg Garfield

/s/ Joseph S.

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures