| Item 1.01 |
Entry into a Material Definitive Agreement. |
On February 13, 2025, NeuroPace, Inc. (the “Company” or “NeuroPace”) and KCK Ltd. (“KCK”) entered into a stock purchase agreement (the “Repurchase Agreement”) pursuant to which the Company has agreed to repurchase all of the shares of its common stock held by KCK in a privately negotiated transaction.
The Company expects to fund the repurchase with a substantial portion of the gross proceeds from the sale of its common stock in the underwritten equity offering that the Company separately announced on February 13, 2025 (the “Equity Offering”). The Company will repurchase the shares from KCK at a price per share equal to the price per share at which the underwriters will purchase shares from the Company in the Equity Offering (the “Stock Repurchase”). The shares being repurchased will become authorized but unissued shares. Prior to giving effect to the Equity Offering and the Stock Repurchase, KCK held approximately 17.5% of our outstanding common stock based on the preliminary number of shares of common stock outstanding as of December 31, 2024.
The closing of the Stock Repurchase is expected to occur no earlier than two business days after the closing of the Equity Offering.
The Stock Repurchase is conditioned upon the closing of the Equity Offering and certain other conditions. We cannot provide any assurance that the Stock Repurchase will occur on the terms described herein, or at all. The description of, and other information in this Current Report on Form 8-K regarding, the Stock Repurchase are included for informational purposes only. Nothing in this Current Report on Form 8-K should be construed as an offer (i) to sell, or the solicitation of an offer to purchase, any of our common stock that we repurchase, or (ii) to repurchase, or the solicitation of an offer to sell, any of our common stock.
The Repurchase Agreement and related arrangements and transactions were reviewed and approved by our audit committee, which is charged with reviewing related party transactions, and is composed of four independent directors who are not affiliated with KCK. Upon the recommendation of the
audit committee, a pricing committee established by the board of directors also approved such transactions.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and Private Securities Litigation Reform Act 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 “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “may,” “plans,” “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 include, but are not limited to, statements regarding the completion of the Equity Offering, the satisfaction of customary closing conditions related to the Equity Offering and Stock Repurchase and the planned use of the net proceeds from the Equity Offering to effect the Stock Repurchase. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, risks and uncertainties associated with the consummation of the Equity Offering and Stock Repurchase, the completion of the Equity Offering and Stock Repurchase on the anticipated terms or at all, uncertainties related to market conditions, the satisfaction of customary closing conditions related to the Equity Offering and Stock Repurchase, and general economic conditions. These and other
