NeuroPace Enters Stock Repurchase Agreement with KCK Ltd.

NeuroPace Inc. recently announced that it has entered into a stock purchase agreement with KCK Ltd. The agreement, dated February 13, 2025, outlines the Company’s commitment to repurchase all shares of its common stock held by KCK in a privately negotiated transaction. The repurchase is expected to be funded using a significant portion of the proceeds generated from the underwritten equity offering disclosed separately on the same day.

Under the terms of the agreement, NeuroPace will repurchase the shares from KCK at a price per share matching the price at which underwriters will acquire shares from the Company in the Equity Offering. The repurchased shares will become authorized but unissued shares. Prior to this arrangement, KCK held approximately 17.5% of NeuroPace’s outstanding common stock based on preliminary figures as of December 31, 2024.

The completion of the Stock Repurchase is projected to occur at least two business days following the closure of the Equity Offering, with the transaction subject to certain conditions, including the finalization of the Equity Offering. NeuroPace emphasized that there is no guarantee regarding the terms or completion of the Stock Repurchase. The Company stresses that the details provided in its Form 8-K about the Stock Repurchase are for informational purposes only and should not be deemed as an offer to sell or repurchase common stock.

Notably, the Repurchase Agreement and associated transactions received approval from NeuroPace’s audit committee, comprising independent directors unaffiliated with KCK. A pricing committee established by the board of directors also sanctioned these transactions following the audit committee’s recommendation.

In a forward-looking statement included in the Form 8-K, NeuroPace noted the uncertainties and risks associated with the Equity Offering, Stock Repurchase, and market conditions. Factors such as the successful consummation of these transactions, market uncertainties, and economic conditions could impact actual results. The Company advised that any discrepancies would be outlined in its public filings with the Securities Exchange Commission (SEC) and encouraged investors to review related risk factors and financial analyses.

NeuroPace remains committed to keeping stakeholders informed about any updates and will adhere to regulatory obligations. The Company concluded by asserting its intent to provide updates as required in compliance with applicable laws.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read NeuroPace’s 8K filing here.

About NeuroPace

NeuroPace, Inc operates as a medical device company in the United States. The company develops RNS system, a brain-responsive neuromodulation system that delivers personalized, real-time treatment at the seizure source for treating medically refractory focal epilepsy. It also records continuous brain activity data and enables clinicians to monitor patients in person and remotely.