NeuroPace (NPCE) Announces $65M Proposed Share Offering

NeuroPace, Inc. (Nasdaq: NPCE) today announced that it intends to offer and sell, in an underwritten public offering, $65 million of shares of its common stock. All of the shares are being offered by NeuroPace. In addition, NeuroPace intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of its common stock offered in the public offering. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

NeuroPace expects to use a substantial portion of the proceeds from the public offering to repurchase all of the shares held by NeuroPace’s significant stockholder, KCK Ltd., at a price per share equal to the price per share at which the underwriters will purchase shares of common stock from NeuroPace in the public offering. NeuroPace intends to use the remaining net proceeds from the offering, together with any net proceeds received from 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 are acting as joint book-running managers for the offering and Lake Street Capital Markets is acting as lead manager for the offering.

The shares of common stock described above are being 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 may be made only by means of a prospectus and a prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus related to this offering, when available, may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or email: [email protected] and [email protected]; Cantor Fitzgerald & Co., Attn: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York, 10022, or email: [email protected]; Wells Fargo Securities, LLC, 90 South 7th Street, 5th Floor, Minneapolis, Minnesota 55402, at 800-645-3751 (option #5) or email a request to [email protected]; 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 [email protected]; or Lake Street Capital Markets, LLC, 920 Second Avenue South, Suite 700, Minneapolis, Minnesota 55402, telephone: (612) 326-1305, or email: [email protected].

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.

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