Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as amended) as of December 31, 2024, the end of the period covered by this Annual Report on Form 10-K. 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.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). 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.
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, 2024.
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, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Insider Trading Arrangement
During the quarter ended December 31, 2024, none of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
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 2025 Proxy Statement, no later than 120 days after the end of our fiscal year, and certain information included therein is incorporated herein by reference.
Item 10. Directors, Executive Officers and Corporate Governance.
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 2025 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 2025 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.
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Item 11. Executive Compensation.
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 2025 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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 2025 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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 2025 Proxy Statement.
Item 14. Principal Accountant Fees and Services.
Information regarding accounting fees and services required by this item will be contained in our 2025 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.
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PART IV
Item 15. Exhibit and Financial Statement Schedules.
The following documents are filed as part of this Annual Report on Form 10-K:
(1) FINANCIAL STATEMENTS
Our financial statements are listed in the “Index to the Financial Statements” under Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
(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 Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
(3) EXHIBITS
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.
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EXHIBIT INDEX
Incorporation by Reference
Exhibit
Number
Description of Exhibit
Form File Number Exhibit Filing Date Filed Herewith
3.1 Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.
8-K 001-40377 3.1 April 26, 2021
3.2 Amended and Restated Bylaws of the Registrant, as currently in effect
S-1/A 333-254663 3.4 April 14, 2021
4.1 Form of common stock certificate of the Registrant.
S-1/A 333-254663 4.1 April 14, 2021
4.2
Description of securities
10-K 001-40377 4.2 March 2, 2023
10.1+
2020 Stock Plan.
S-1
333-254663
10.4
March 24, 2021
10.2+
Forms of Option Agreement, Stock Option Grant Notice and Notice of Exercise under the 2020 Stock Plan.
S-1
333-254663 10.5
March 24, 2021
10.3+
2021 Equity Incentive Plan.
S-1/A
333-254663
10.6
April 14, 2021
10.4+
Forms of Option Agreement, Stock Option Grant Notice and Notice of Exercise under 2021 Equity Incentive Plan.
S-1/A
333-254663
10.7
April 14, 2021
10.5+
Forms of Restricted Stock Unit Grant Notice and Award Agreement (RSU Award) under 2021 Equity Incentive Plan
X
10.6+ 2021 Employee Stock Purchase Plan.
S-1/A 333-254663 10.8
April 14, 2021
10.7+
2023 Inducement Plan, Form of Stock Option Grant Notice, and Form of Stock Option Agreement
8-K 001-40377 10.1 July 19, 2023
10.8+ 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
10.9+
Offer Letter dated June 27, 2023, by and between NeuroPace and Joel Becker
8-K 001-40377 10.2
June 28, 2023
10.10+
Amended and Restated Offer Letter, dated March 24, 2021, by and between the Company and Rebecca Kuhn.
S-1 333-254663 10.12 March 24, 2021
10.11+
Amended and Restated Offer Letter, dated March 24, 2021, by and between the Company and Martha Morell, M.D.
S-1 333-254663 10.13 March 24, 2021
10.12+
Transition and Separation Agreement, dated February 7, 2024 by and between the Company and Irina Ridley.
10-K 001-40337 10.12 March 5, 2024
139
10.13
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.
S-1 333-254663 10.17
March 24, 2021
10.14 First Amendment to 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
10-Q 001-40337 10.1 May 12, 2022
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
10.16**
Supply Agreement, dated November 16, 2022, b y and between the Company and Micro Systems Technologies, Inc.
10-K 001-40337 10.16 March 5, 2024
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
10.18**
Supply Agreement, dated January 1, 2021, by and between the Company and Greatbatch Ltd.
S-1/A 333-254663 10.19
April 14, 2021
10.19** First Amendment to Supply Agreement, dated January 1, 2021, by and between the Company and Greatbatch Ltd.
10-K 001-40337 10.19 March 5, 2024
10.20** Second Amendment to Supply Agreement, dated January 1, 2021, by and between the Company and Greatbatch Ltd.
10-K 001-40337 10.20 March 5, 2024
10.21+ Non-Employee Director Compensation Policy, as amended as of October 30, 2024.
X
10.22
Office Lease, dated August 24, 2011, by and between the Company and BXP Research Park LP (f/k/a BP MV Research Park LLC).
S-1/A 333-254663 10.21 April 14, 2021
10.23
First Amendment to Office Lease, dated May 24, 2018, by and between the Company and BXP Research Park LP (f/k/a BP MV Research Park LLC).
S-1/A 333-254663 10.22 April 14, 2021
140
10.24 Lease Modification Agreement, dated April 30, 2020, by and between the Company and BXP Research Park LP (f/k/a BP MV Research Park LLC).
S-1/A 333-254663 10.23 April 14, 2021
10.25 Second Amendment to Office Lease, dated August 22, 2022, by and between the Company and BXP Research Park LP (f/k/a BP MV Research Park LLC).
10-Q 001-40337 10.2 November 8, 2022
10.26+
Officer Severance Benefit Plan.
S-1/A 333-254663 10.24 April 14, 2021
10.27+
Employee Cash Incentive Plan.
S-1/A 333-254663 10.25 April 14, 2021
10.28 Amended and Restated Investors’ Rights Agreement, dated August 19, 2020, by and among the Registrant and the investors listed on Exhibit A thereto.
S-1/A 333-254663 10.1 April 14, 2021
10.29** Exclusive Distribution Agreement, dated August 9, 2022, by and between the Company and DIXI Medical USA Corp.
10-Q 001-40337 10.3 November 8, 2022
10.30 Sales Agreement, dated November 8, 2022, among the registrant and SVB Securities LLC
S-3 333-268243 1.2 November 8, 2022
19.1 Insider Trading Policy
X
23.1
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
X
24.1
Power of Attorney (included on signature page hereto).
X
31.1* Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2* Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1* Certification of Principal Executive Officer and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97+ Incentive Compensation Recoupment Policy.
10-K 001-40337 97 March 5, 2024
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its SBRL tags are embedded within the Inline XBRL document. X
141
101.SCH XBRL Taxonomy Extension Schema with Embedded Linkbase Document. X
104 Cover Page formatted as inline XBRL and contained in Exhibits 101 X
_________________
+ Indicates management contract or compensatory plan.
* The certifications attached as Exhibit 32.1 and 32.2 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, irrespective of any general incorporation language contained in any such filing.
** Portions of this exhibit (indicated by [*]) have been omitted because the registrant has determined that the information is both not material and is the type that the registrant treats as private or confidential.
Item 16. Form 10–K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on March 4, 2025.
NEUROPACE, INC.
By: /s/ Joel Becker
Joel Becker
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Rebecca Kuhn
Rebecca Kuhn
Chief Financial Officer and Vice President, Finance and Administration (Principal Financial Officer and Principal Accounting Officer)
POWER OF ATTORNEY
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 or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her 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 her 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:
143
Signature
Title
Date
/s/ Joel Becker Director, President and Chief Executive Officer
(Principal Executive Officer)
March 4, 2025
Joel Becker
/s/ Rebecca Kuhn Chief Financial Officer and Vice President, Finance and Administration (Principal Financial Officer and Principal Accounting Officer)
March 4, 2025
Rebecca Kuhn
/s/ Frank Fischer Director March 4, 2025
Frank Fischer
/s/ Lisa Andrade Director March 4, 2025
Lisa Andrade
/s/ Uri Geiger Director March 4, 2025
Uri Geiger
/s/ Scott Huennekens Director March 4, 2025
Scott Huennekens
/s/ Rakhi Kumar Director March 4, 2025
Rakhi Kumar
/s/ Joseph S. Lacob Director March 4, 2025
Joseph S. Lacob
/s/ Renee Ryan Director March 4, 2025
Renee Ryan
144