The Company |
6 Months Ended |
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Jun. 30, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| The Company | The Company NeuroPace, Inc., or the Company, was incorporated in the State of Delaware on November 19, 1997. The Company is a medical device company that has developed the RNS System, the only commercially available brain-responsive neuromodulation system designed for treating drug-resistant focal epilepsy by delivering personalized, real-time treatment at the seizure source. The Company began commercializing its products in the United States in 2014. At-the-Market Equity Offering In November 2022, the Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission, or the SEC, for up to $150 million of securities, including up to $50 million under an at-the-market, or ATM, equity program pursuant to a sales agreement with Leerink Partners LLC, or Leerink (formerly SVB Securities LLC). The Company agreed to pay Leerink commissions of up to 3.0% of the gross proceeds. The Company’s common stock was issued at prevailing market prices. In January 2025, the Company sold 18,590 shares under the ATM program for net proceeds of $0.2 million. In February 2025, the Company terminated the Sales Agreement and the ATM program. At termination, $38.3 million remained available under the ATM program. Follow-On Offering In February 2025, the Company completed a follow-on offering of 7,475,000 shares of common stock, including 975,000 shares issued upon exercise of the underwriters’ option, at $10.00 per share. The net proceeds were $69.7 million after underwriting discounts, commissions and offering expenses. The Company used $49.5 million of the net proceeds to repurchase all of the 5,270,845 shares held by its significant stockholder (a related party), KCK Ltd., at $9.40 per share. The repurchased shares became authorized but unissued shares. Liquidity and Capital Resources The Company has incurred operating losses and negative cash flows from operations since its inception and had an accumulated deficit of $565.3 million as of June 30, 2026. For the six months ended June 30, 2026 and 2025, the Company used $9.8 million and $9.6 million of cash in its operating activities, respectively. As of June 30, 2026, the Company had cash, cash equivalents and short-term investments of $51.7 million. Historically, the Company has funded its operations principally through the sales of its products, issuances of equity securities and debt financing. The Company’s unaudited interim condensed financial statements have been prepared on the basis of the Company continuing as a going concern for the next 12 months. Management believes that the Company’s cash, cash equivalents and short-term investments will allow the Company to continue its planned operations for at least the next 12 months from the date of the issuance of these unaudited interim condensed financial statements. The MidCap Credit Agreement (see Note 6) financial covenants require the Company to maintain an Applicable Liquidity Threshold no less than (a) $60.0 million until June 30, 2027, and (b) $40.0 million thereafter; or provided the Company earns at least $90.0 million net revenue from the RNS System in 2026, liquidity shall be no less than $35.0 million thereafter. If liquidity falls below the Applicable Liquidity Threshold, the Company must satisfy minimum annual trailing net RNS System revenue, tested quarterly, starting from $69.2 million over a trailing 12-month period ending June 30, 2025, and increasing to $87.3 million for the trailing 12-month period ending March 31, 2030. The Company’s trailing 12-month net RNS System revenue was $89.2 million as of June 30, 2026, exceeding the $72.8 million minimum per the MidCap Credit Agreement. The MidCap Credit Agreement also requires the Company to maintain a Minimum Liquidity balance of $25.0 million. Liquidity is defined as cash and cash equivalents, short-term investments, and following the initial borrowing under the Revolver (see Note 6), the available Revolver balance. Failure to comply with these covenants could result in acceleration of the debt and requires the Company to obtain additional capital and may raise doubt about the Company’s ability to continue as a going concern. As of June 30, 2026, the Company was in compliance with all covenants of the MidCap Credit Agreement.
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