NeuroPace Announces Completion of Public Offering of Common Stock and Exercise in Full of Underwriters’ Option to Purchase Additional Shares

Rhea-AI Summary

NeuroPace (NPCE) has completed its public offering of 7,475,000 shares of common stock at $10.00 per share, including 975,000 shares from the underwriters' option exercise. The offering generated gross proceeds of $74.8 million.

The company plans to use $49.5 million to repurchase 5,270,845 shares from KCK at $9.40 per share. The remaining proceeds will fund general corporate purposes, including clinical trials, R&D, administrative expenses, debt reduction, and working capital.

The offering was managed by J.P. Morgan, Cantor, Wells Fargo Securities, and Leerink Partners as joint book-running managers, with Lake Street Capital Markets as lead manager.

Positive

• Successfully raised $74.8 million in gross proceeds
• Full exercise of underwriters' option indicates strong demand
• Strategic repurchase of shares from major stockholder at below-offering price ($9.40 vs $10.00)

Negative

• Significant shareholder dilution from 7.47M new shares issued
• 66% of proceeds ($49.5M) used for share repurchase rather than business growth
• Additional expenses from underwriting discounts and offering costs will reduce net proceeds

Insights

Financial Analyst

This public offering represents a sophisticated financial restructuring that merits careful analysis. The $74.8M raise, priced at $10.00 per share, is structured with a concurrent share repurchase from KCK at $9.40 per share, creating a 6% spread that effectively reduces the cost of the transaction.

The net share impact is particularly noteworthy. While issuing 7.475M new shares, the company is simultaneously repurchasing 5.27M shares, resulting in a net increase of approximately 2.2M shares. This careful balancing act suggests a strategic attempt to minimize dilution while restructuring the ownership base.

The participation of top-tier investment banks - J.P. Morgan, Cantor, Wells Fargo Securities, and Leerink Partners - adds credibility to the offering and suggests strong institutional interest. The full exercise of the underwriters' option to purchase additional shares (15% of the base offering) indicates robust demand.

The remaining proceeds (approximately $25.3M) earmarked for general corporate purposes, including clinical trials and debt reduction, provide NeuroPace with enhanced financial flexibility. This capital injection strengthens the company's position for executing its growth strategy while potentially reducing its debt burden.

The transaction effectively allows NeuroPace to diversify its shareholder base while maintaining a strong cash position. The slight discount to market price is within typical ranges for secondary offerings and helps ensure successful placement while minimizing market impact.

MOUNTAIN VIEW, Calif., Feb. 18, 2025 (GLOBE NEWSWIRE) -- NeuroPace, Inc. (Nasdaq: NPCE) today announced the completion of its previously announced underwritten public offering of 7,475,000 shares of its common stock at a public offering price of $10.00 per share, including 975,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares. All of the shares were sold by NeuroPace. The aggregate gross proceeds from the offering were approximately $74.8 million, before deducting the underwriting discounts and commissions and offering expenses.

NeuroPace expects to use approximately $49.5 million of the net proceeds from the offering to repurchase 5,270,845 shares of the Company’s common stock held by NeuroPace’s significant stockholder, KCK Ltd., at $9.40 per share, which is the price per share at which the underwriters purchased shares of NeuroPace’s common stock from the company in the public offering. NeuroPace intends to use the remaining net proceeds from the offering, including the net proceeds received from the exercise of the underwriters’ option, for general corporate purposes, which may include clinical trial and other research and development expenses, selling, general and administrative expenses, debt reduction and working capital.

J.P. Morgan, Cantor, Wells Fargo Securities and Leerink Partners acted as joint book-running managers for the offering and Lake Street Capital Markets acted as lead manager for the offering.

The shares of common stock described above were offered by NeuroPace pursuant to a shelf registration statement filed by NeuroPace with the Securities and Exchange Commission (SEC) that was declared effective by the SEC on November 22, 2022. The offering was made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A final prospectus supplement and accompanying prospectus relating to the offering were filed with the SEC and are available on the SEC’s website located at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus related to this offering may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or email: prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Cantor Fitzgerald & Co., Attn: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York, 10022, or email: prospectus@cantor.com; Wells Fargo Securities, LLC, 90 South 7th Street, 5th Floor, Minneapolis, Minnesota 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com; Leerink Partners LLC, Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, by telephone at (800) 808-7525 ext. 6105, or by email at syndicate@leerink.com; or Lake Street Capital Markets, LLC, 920 Second Avenue South, Suite 700, Minneapolis, Minnesota 55402, telephone: (612) 326-1305, or email: prospectus@lakestreetcm.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About NeuroPace

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.

Forward Looking Statements

Certain statements in this press release are forward-looking statements that involve a number of risks and uncertainties. These statements may be identified by introductory words such as “anticipate,” “believe,” “expects,” “intends,” “may,” “plan,” “should,” “subject to,” “will,” “would” or words of similar meaning, or by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements include statements regarding the planned use of the net proceeds of the offering, including those used for the repurchase of the shares of the Company’s common stock held by KCK Ltd. For such statements, NeuroPace claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from NeuroPace’s expectations. 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 market conditions and the satisfaction of customary closing conditions related to the proposed share repurchase, and those factors disclosed in NeuroPace’s filings with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. These forward-looking statements represent NeuroPace’s judgment as of the time of this release. NeuroPace disclaims any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.

Contact:
Jeremy Feffer
Managing Director
LifeSci Advisors
jfeffer@lifesciadvisors.com

FAQ

How much did NeuroPace (NPCE) raise in its February 2025 public offering?

NeuroPace raised approximately $74.8 million in gross proceeds through the offering of 7,475,000 shares at $10.00 per share.

What is the purpose of NPCE's $49.5 million share repurchase from KCK ?

NeuroPace is using $49.5 million to repurchase 5,270,845 shares from significant stockholder KCK at $9.40 per share, which is below the public offering price.

How will NPCE use the remaining proceeds from the offering?

The remaining proceeds will be used for general corporate purposes, including clinical trials, R&D, administrative expenses, debt reduction, and working capital.

Who were the underwriters for NeuroPace's February 2025 stock offering?

J.P. Morgan, Cantor, Wells Fargo Securities, and Leerink Partners acted as joint book-running managers, with Lake Street Capital Markets as lead manager.

What was the price per share for NPCE's February 2025 public offering?

The public offering price was $10.00 per share.