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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 4, 2025
NEUROPACE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40337 | 22-3550230 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 455 N. Bernardo Avenue Mountain View, CA |
94043 | |
| (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) |
| ☐ | 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 |
Name of each exchange |
||
| 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 1.01 | Entry into a Material Definitive Agreement. |
On June 4, 2025 (the “Closing Date”), NeuroPace, Inc. (the “Company”) entered into a credit, security and guaranty agreement (the “Credit Agreement”) by and among the Company, MidCap Funding IV Trust, as agent, MidCap Financial Trust, as term loan servicer and the financial institutions and other entities from time to time party thereto. The Credit Agreement provides for a first lien senior secured credit facility consisting of (i) a $60 million term loan facility, which was funded at closing of the Credit Agreement (the “Term Loan”); and (ii) an asset-based revolving credit facility in an aggregate principal amount not to exceed the lesser of (A) a $15 million commitment amount and (B) the available borrowing base under the Credit Agreement (the “Revolver,” and together with the Term Loan, the “Loans”). The proceeds of the Term Loan will be used to fully repay the Company’s existing secured indebtedness and the Revolver will be used for general working capital needs and other general corporate purposes of the Company.
The Loans will mature on June 4, 2030. The Term Loan will accrue interest at a rate equal to SOFR plus a margin of 5.50%, subject to a SOFR floor of 2.00%. Borrowings under the Revolver will accrue interest at a rate equal to SOFR plus a margin of 3.75%, subject to a SOFR floor of 2.00%. Interest will be payable monthly in cash. The Company will pay an unused line fee on any unused portion of the Revolver, which will accrue at a rate of 0.25% per annum.
The Credit Agreement is secured by a lien on substantially all existing and after-acquired assets of the Company and any future domestic and material foreign subsidiaries of the Company (together with the Company, collectively, the “Loan Parties”), including the equity interests owned by the Loan Parties, in each case, subject to customary exceptions.
The Company will have the right to prepay the Loans and terminate the respective commitments thereunder prior to the maturity date. Each of the Term Loan and the Revolver is subject to a prepayment premium equal to 3.00% of the amount terminated during the first year after the Closing Date, 2.00% of the amount terminated during the second year after the Closing Date, 1.00% of the amount terminated during the third year after the Closing Date and 0.00% thereafter.
The Credit Agreement includes representations and warranties, affirmative covenants (including reporting obligations), negative covenants and events of default that are usual and customary for facilities of this type, in each case, subject to certain permitted exceptions as set forth therein. The Credit Agreement includes the following financial covenants for the benefit of the Lenders: (a) a covenant which will apply in any calendar quarter during which the Loan Parties’ Liquidity (as defined in the Credit Agreement) falls below certain minimum levels (beginning at $60 million and decreasing to $40 million after June 30, 2027; provided that if the Company achieves revenues from the commercial sale of RNS Systems in 2026 of at least $90 million, then such level will decrease to $35 million), requiring the Loan Parties to achieve a minimum amount of Net RNS Revenue during such quarter; and (b) a covenant requiring the Loan Parties to have Liquidity equal to at least $25 million at all times (provided that such covenant will no longer continue to apply if the Company achieves revenues from the commercial sale of RNS Systems in 2026 of at least $90 million).
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2025.
| Item 1.02 | Termination of a Material Definitive Agreement. |
On June 4, 2025, concurrently with the Company’s entry into the Credit Agreement described in Item 1.01 hereof, the Company terminated its existing Term Loan Agreement, dated as of September 24, 2020 (as amended by that certain First Amendment to Term Loan Agreement, dated as of March 8, 2022, that certain Second Amendment to Term Loan Agreement, dated as of February 28, 2023, that certain Third Amendment to Term Loan Agreement, dated as of May 2, 2024, and as further amended, restated, modified, or otherwise supplemented from time to time, the “Existing Loan Agreement”) by and among the Company, the subsidiary guarantors from time to time party thereto, the lenders party thereto and CRG Servicing LLC, as administrative agent and collateral agent. The Existing Loan Agreement provided for a $60 million term loan facility and made funds available to the Company for general working capital and other corporate purposes and to refinance existing indebtedness.
Accordingly, on June 4, 2025, the Company repaid approximately $61.9 million of principal, interest and fees due under the Existing Loan Agreement and all security interests granted to the secured parties thereunder were terminated and released.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Credit Agreement is incorporated by reference into this Item 2.03.
| Item 7.01 | Regulation FD Disclosure. |
On June 4, 2025, the Company issued a press release announcing its entry into the Credit Agreement and the refinancing of the Existing Loan Agreement. A copy of the press release is attached hereto and furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and 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 |
Description |
|
| 99.1 | Press Release dated June 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: June 4, 2025 | By: | /s/ Rebecca Kuhn |
||||
| Rebecca Kuhn | ||||||
| Chief Financial Officer and Vice President, Finance and Administration | ||||||
Exhibit 99.1
NeuroPace Secures Up to $75 Million in Debt Financing
Mountain View, Calif. – June 4, 2025 – NeuroPace, Inc. (Nasdaq: NPCE), a medical device company focused on transforming the lives of people living with epilepsy, today announced that the Company has entered into a new $75 million credit facility with MidCap Financial, consisting of a $60 million term loan and a $15 million revolving credit facility. Proceeds from the new term loan were used to fully repay NeuroPace’s term loan with CRG Partners IV, L.P., with proceeds of the new revolving credit facility available for working capital needs and other corporate purposes.
“We are pleased to partner with MidCap Financial on this new credit facility, which provides non-dilutive capital at favorable terms that reduce our cash interest expense and support the continued growth of our business,” said Joel Becker, Chief Executive Officer of NeuroPace. “The proceeds and improved structure provide us the financial strength and flexibility to continue expanding patient access to the RNS® System and to invest in key growth initiatives, including site-of-service expansion, new indications, direct-to-consumer programs, new product development and real-world evidence generation. We also want to thank CRG for their partnership and support over the past several years. They have been an excellent partner in the Company’s development.”
The Company’s new loan agreement includes a maturity date of five years for both the term loan and revolving credit facility. The annual interest rate is equal to SOFR subject to a floor of 2%, plus (1) 5.5% under the term loan and (2) 3.75% under the revolving loan.
Armentum Partners served as financial advisor to NeuroPace on the transaction. Additional detail regarding the foregoing financing is set forth in NeuroPace’s Current Report on Form 8-K, filed today with the U.S. Securities and Exchange Commission.
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.
About MidCap Financial
MidCap Financial is a middle-market focused, specialty finance firm that provides senior debt solutions to companies across all industries. As of March 31, 2025, MidCap Financial provides administrative or other services for approximately $55 billion of commitments*. MidCap Financial is managed by Apollo Capital Management, L.P., a subsidiary of Apollo Global Management, Inc., pursuant to an investment management agreement. Apollo had assets under management of approximately $785 billion as of March 31, 2025, in credit, private equity and real assets funds.
For more information about MidCap Financial, please visit www.midcapfinancial.com.
For more information about Apollo, please visit www.apollo.com.
| * | Including commitments managed by MidCap Financial Services Capital Management LLC, a registered investment adviser, as reported under Item 5.F on Part 1 of its Form ADV |
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 regarding the use of proceeds from the term loan and revolving credit facility with MidCap Financial. 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. 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 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 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 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