NeuroPace Inc

8-K · d25922d8k.htm

0001528287 2026-06-05 2026-06-05
  
  
 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 5, 2026
  
  

 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
Symbol(s)

  
 Name of each exchange
on which registered

 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 5.07
 Submission of Matters to a Vote of Security Holders.

 On June 5, 2026, NeuroPace, Inc. held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. The following proposals were voted upon, and the final voting results with respect to each such proposal are set forth below. The proposals set forth below are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2026.
 Proposal 1 - Election of Directors . NeuroPace’s stockholders elected each of the following Class II director nominees to hold office until NeuroPace’s 2029 Annual Meeting of Stockholders and until their successor is duly elected and qualified or until their earlier death, resignation or removal. The results of the vote were:
  

 Nominee
  
 For
  
 Withhold
  
 Broker Non-Votes

 Lisa Andrade
  
 15,194,450
  
 6,024,133
  
 8,048,133

 Scott Huennekens
  
 20,973,382
  
 245,201
  
 8,048,133

 Proposal 2 - Ratification of Independent Registered Public Accounting Firm . NeuroPace’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as NeuroPace’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were:
  

 For
  
 Against
  
 Abstain
  
 Broker Non-Votes

 28,850,105
  
 209,301
  
 207,310
  
 —

 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 8, 2026
  

  
 By:
  
 /s/ Leah Akin

  

  

  
 Leah Akin
 General Counsel and Corporate Secretary