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United States securities and exchange commission logo
February 25, 2021
Michael Favet
President and Chief Executive Officer
NeuroPace, Inc.
455 N. Bernardo Avenue
Mountain View, CA 94043
Re: NeuroPace, Inc.
Draft Registration
Statement on Form S-1
Submitted January
29, 2021
CIK No. 0001528287
Dear Mr. Favet:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1, Submitted January 29, 2021
Risk Factors, page 15
1. Please revise this
section to relocate any generic risk factors you present to the end of the
section, under the
caption "General Risk Factors." See Item 105(a) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Policies, Significant Judgments and Use of Estimates
Common Stock Valuation and Stock-Based Compensation, page 96
2. Once you have an
estimated offering price or range, please explain to us how you
determined the fair
value of the common stock underlying your equity issuances and the
reasons for any
differences between the recent valuations of your common stock leading
Michael Favet
NeuroPace, Inc.
February 25, 2021
Page 2
up to the IPO and the estimated offering price. This information will
help facilitate our
review of your accounting for equity issuances, including stock
compensation and
beneficial conversion features. Please discuss with the staff how to
submit your response.
Business, page 100
3. We note your statements that you intend to broaden the application of
your product for
use in generalized epilepsy, as well as potential applications in
other brain disorders
including depression, impulse control disorders, memory disorders, and
post-traumatic
stress disorder. Please state whether your product will require
modification to treat these
other indications and whether you will need FDA approval for any other
these potential
applications.
Significant and improving seizure reduction in all areas of the brain, page 113
4. We note your disclosure that the results observed from a retrospective
study across eight
epilepsy centers were statistically significant. Please expand your
disclosure to provide the
p-values.
Clinical Data, page 115
5. Please clearly disclose the number and type of all serious adverse
events for each clinical
trial discussed, whether or not treatment-related.
Intellectual Property
Patents, page 123
6. Please revise this section to more specifically describe your patent
portfolio. For example,
if they are material to your business, please disclose the nature of
the 104 patents not
related to your RNS system, the specific products, product groups and
technologies to
which such patents relate, whether they are owned or licensed, the
type of patent
protection you have, the expiration dates, the applicable
jurisdictions and whether there
are any contested proceedings or third-party claims. Provide similar
clarification for your
RNS system-related patents.
7. Revise to disclose all material terms of the Medtronic cross-license
and file the license as
an exhibit pursuant to Item 601(b)(10) of Regulation S-K.
Manufacturing and Supply, page 125
8. We note here and in the risk factor on page 61 brief mention of your
risks related to single
source suppliers. Identify the suppliers and the material and provide us
your analysis
FirstName LastNameMichael Favet
regarding whether you are substantially dependent upon these suppliers
such that the
Comapany NameNeuroPace,
contracts Inc.
are required to be filed as an exhibit pursuant to Item
601(b)(10)(ii) of
Regulation
February 25, 2021 S-K.
Page 2
FirstName LastName
Michael Favet
FirstName
NeuroPace,LastNameMichael Favet
Inc.
Comapany25,
February NameNeuroPace,
2021 Inc.
February
Page 3 25, 2021 Page 3
FirstName LastName
Certain Relationships and Related Party Transactions, page 163
9. You have identified agreements with RBrooks Group, Inc. Davenport
Executive Search
that were paid in advance by KCK Ltd. We note the relationship between
KCK and two
of your directors as disclosed in the footnote to the table on this
same page. Revise the
disclosure of these reimbursements to clarify the relationship and/or
control your board
members have over KCK Ltd. in order to clarify the name of the
related person and the
basis on which they are related and the related persons
interests in the transactions, as
required by Item 404(a). Clarify if any related parties have any
interests in RBrooks or
Davenport.
Principal Stockholders, page 166
10. Please identify the natural person or persons who directly or
indirectly exercise sole or
shared voting and/or dispositive power with respect to the common
stock held by
Covidien and Leerink. Refer to Item 403 of Regulation S-K.
Notes to Financial Statements
Note 13. Subsequent Events, page F-30
11. We note that your board of directors re-priced all of your stock
options for employees,
officers and consultants to a market price of $0.01 per share and that
you are currently
evaluating the impact of the repricing. Please explain to us how you
are accounting for
the re-pricing of these options under ASC 718-20-35.
General
12. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
You may contact Tara Harkins at (202) 551-3639 or Angela Connell at
(202) 551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Abby Adams at (202) 551-6902 or Chris Edwards at (202) 551-6761 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Mark Weeks, Esq.