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NeuroPace Inc Call Transcript 2026

Jun 5, 2026

Call Transcript

NeuroPace Inc

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Welcome to the NeuroPace Inc. 2026 Annual Meeting of Stockholders. I would now like to introduce you to President and Chief Executive Officer, Joel Becker. Good morning. I'm Joel Becker, member of the Board of Directors, President and Chief Executive Officer of NeuroPace. I'm pleased to welcome you to NeuroPace's 2026 Virtual Annual Meeting of Stockholders. Before I call the meeting to order, I would like to introduce you to some of the members of the NeuroPace team joining me today. These include from the Board of Directors, Lisa Andrade, Rakhi Kumar, and Renee Ryan. We also have several members of our leadership team here this morning, including Leah Akin, General Counsel and Corporate Secretary, Dylan St. John, David Greene, Cairn Seale, Scott Shaper, Patrick Williams, Chris Reese, Amy Treadwell, and Marty Morrell. Also joining us today is James Anderson from PricewaterhouseCoopers, our independent registered accounting firm. It is now 10:31 A.M. Pacific Daylight Time on June 5th, 2026, and this meeting is officially called to order, and the polls are now open for voting on all matters to be presented. We will begin with the formal business of the meeting as described in our proxy statement. We will first present the two proposals submitted for approval by our board. We will take questions related to the proposals after all the proposals have been presented, after which we will announce the preliminary results of the voting. As I mentioned earlier, the polls are open for voting on all matters to be presented. After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online now in order for it to be counted. If you have not voted, I encourage you to vote online now. The meeting will run in accordance with the agenda and the procedures set forth in the rules of conduct and procedures posted on the virtual meeting portal. To ask a question, click on the Ask a Question prompt on your screen to submit your question or comment online. We will try to answer questions submitted that are germane to the proposals and/or this meeting as and if we have time. The board of directors has appointed Anna Hagberg-Szeto of CT Hagberg & Associates to act as Inspector of Election at this meeting. Ms. Hagberg-Szeto has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the recorders of the meeting. Her function is to determine the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the ballots cast as to each matter. Will the secretary please report on the stockholders list and the mailing of the meeting notice? I have a complete list of the stockholders of record of the company's common stock on April 9th, 2026, the record date for this meeting. I also have an affidavit from Broadridge certifying that on April 21st, 2026, a notice of the annual meeting of stockholders of the company was disseminated to all stockholders of record on the record date. Will the secretary please report on the existence of a quorum? I have been informed by the Inspector of Election that proxies have been received for 29,265,716 shares of the 33,950,449 shares of common stock outstanding on the record date, which represents approximately 86% of the total number of outstanding shares. This constitutes a quorum for the transaction of business, and we may now carry out the official business of the meeting. In order to expedite the flow of the business at this meeting, we intend to adhere to the following order of business. Each of the matters to be acted on by the stockholders today will be presented in the order set forth in the agenda. After the presentation of all matters, I will open the floor for questions or comments on those items of business. In order to ensure that the business of the meeting proceeds in an orderly fashion and that stockholders who wish to participate have a fair opportunity to do so, please limit your questions and comments to the items of business listed on the agenda. The first item of business is the election of two director nominees named in the proxy statement, each to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The director nominees are Lisa Andrade and Scott Huennekens, each a current director of the company. Two, ratification of the selection of independent registered public accounting firm. The second item of business is the ratification of the selection of PricewaterhouseCoopers as the independent registered public accounting firm of NeuroPace for the fiscal year ending December 31st, 2026. That was the final proposal for today's meeting. We will now review if there are any questions submitted about the proposals before we close the polls. As a reminder, we will only review and answer questions at this time that pertain to the proposals. Please note that our discussion today may include forward-looking statements, and our actual results may differ materially from those discussed here. Additional information concerning factors that could cause such a difference can be found in our most recently filed quarterly report on Form 10-Q. Tia, are there any questions? No, there are not. It is now 10:37 Pacific Daylight Time, and I hereby declare the polls closed. Will the secretary please provide a preliminary report on voting? The preliminary report of the Inspector of Election is as follows. The director nominees named in the proxy statement have been elected with approximately 85% of the shares voting in favor of each nominee. The selection of PricewaterhouseCoopers, LLP as the independent registered public accounting firm of NeuroPace for the fiscal year ending December 31st, 2026, is ratified with approximately 99% of the shares voting in favor. The final results of voting will be reported on Form 8-K within four business days from today. This concludes the formal portion of our meeting, and the annual meeting is now adjourned. Thank you again for your attendance at today's meeting and for your continued support of NeuroPace. Operator, I think that concludes the meeting. This concludes the NeuroPace, Inc. 2026 Annual Meeting of Stockholders. Thank you very much. You may now disconnect.

Speaker 3: Welcome to the NeuroPace Inc. 2026 Annual Meeting of Stockholders. I would now like to introduce you to President and Chief Executive Officer, Joel Becker. Welcome to the NeuroPace Inc. 2026 Annual Meeting of Stockholders. welcome to the neuropace inc 2026 annual meeting of stockholders I would now like to introduce you to President and Chief Executive Officer, Joel Becker. i would now like to introduce you to president and chief executive officer joel becker

Speaker 1: Good morning. I'm Joel Becker, member of the Board of Directors, President and Chief Executive Officer of NeuroPace. I'm pleased to welcome you to NeuroPace's 2026 Virtual Annual Meeting of Stockholders. Before I call the meeting to order, I would like to introduce you to some of the members of the NeuroPace team joining me today. These include from the Board of Directors, Lisa Andrade, Rakhi Kumar, and Renee Ryan. We also have several members of our leadership team here this morning, including Leah Akin, General Counsel and Corporate Secretary, Dylan St. John, David Greene, Cairn Seale, Scott Shaper, Patrick Williams, Chris Reese, Amy Treadwell, and Marty Morrell. Also joining us today is James Anderson from PricewaterhouseCoopers, our independent registered accounting firm. Good morning. good morning I'm Joel Becker, member of the Board of Directors, President and Chief Executive Officer of NeuroPace. i'm joel becker member of the board of directors president and chief executive officer of neuropace I'm pleased to welcome you to NeuroPace's 2026 Virtual Annual Meeting of Stockholders. i'm pleased to welcome you to neuropace's 2026 virtual annual meeting of stockholders Before I call the meeting to order, I would like to introduce you to some of the members of the NeuroPace team joining me today. before i call the meeting to order i would like to introduce you to some of the members of the neuropace team joining me today These include from the Board of Directors, Lisa Andrade, Rakhi Kumar, and Renee Ryan. these include from the board of directors lisa andrade rakhi kumar and renee ryan We also have several members of our leadership team here this morning, including Leah Akin, General Counsel and Corporate Secretary, Dylan St. John, David Greene, Cairn Seale, Scott Shaper, Patrick Williams, Chris Reese, Amy Treadwell, and Marty Morrell. we also have several members of our leadership team here this morning including leah akin general counsel and corporate secretary dylan st john david greene cairn seale scott shaper patrick williams chris reese amy treadwell and marty morrell Also joining us today is James Anderson from PricewaterhouseCoopers, our independent registered accounting firm. also joining us today is james anderson from pricewaterhousecoopers our independent registered accounting firm It is now 10:31 A.M. Pacific Daylight Time on June 5th, 2026, and this meeting is officially called to order, and the polls are now open for voting on all matters to be presented. We will begin with the formal business of the meeting as described in our proxy statement. We will first present the two proposals submitted for approval by our board. We will take questions related to the proposals after all the proposals have been presented, after which we will announce the preliminary results of the voting. As I mentioned earlier, the polls are open for voting on all matters to be presented. After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. It is now 10:31 A.M. it is now 10:31 a.m Pacific Daylight Time on June 5th, 2026, and this meeting is officially called to order, and the polls are now open for voting on all matters to be presented. pacific daylight time on june 5th 2026 and this meeting is officially called to order and the polls are now open for voting on all matters to be presented We will begin with the formal business of the meeting as described in our proxy statement. we will begin with the formal business of the meeting as described in our proxy statement We will first present the two proposals submitted for approval by our board. we will first present the two proposals submitted for approval by our board We will take questions related to the proposals after all the proposals have been presented, after which we will announce the preliminary results of the voting. we will take questions related to the proposals after all the proposals have been presented after which we will announce the preliminary results of the voting As I mentioned earlier, the polls are open for voting on all matters to be presented. as i mentioned earlier the polls are open for voting on all matters to be presented After I describe each item to be voted on, we will close the polls. after i describe each item to be voted on we will close the polls We will not accept ballots, proxies, revocations, or changes after the closing of the polls. we will not accept ballots proxies revocations or changes after the closing of the polls If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online now in order for it to be counted. If you have not voted, I encourage you to vote online now. The meeting will run in accordance with the agenda and the procedures set forth in the rules of conduct and procedures posted on the virtual meeting portal. To ask a question, click on the Ask a Question prompt on your screen to submit your question or comment online. We will try to answer questions submitted that are germane to the proposals and/or this meeting as and if we have time. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. if you have already submitted your vote by proxy and do not wish to change your vote you do not need to vote now and your shares will be voted as previously instructed If you intend to vote and have not already done so, you must submit your vote online now in order for it to be counted. if you intend to vote and have not already done so you must submit your vote online now in order for it to be counted If you have not voted, I encourage you to vote online now. if you have not voted i encourage you to vote online now The meeting will run in accordance with the agenda and the procedures set forth in the rules of conduct and procedures posted on the virtual meeting portal. the meeting will run in accordance with the agenda and the procedures set forth in the rules of conduct and procedures posted on the virtual meeting portal To ask a question, click on the Ask a Question prompt on your screen to submit your question or comment online. to ask a question click on the ask a question prompt on your screen to submit your question or comment online We will try to answer questions submitted that are germane to the proposals and/or this meeting as and if we have time. we will try to answer questions submitted that are germane to the proposals and/or this meeting as and if we have time The board of directors has appointed Anna Hagberg-Szeto of CT Hagberg & Associates to act as Inspector of Election at this meeting. Ms. Hagberg-Szeto has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the recorders of the meeting. Her function is to determine the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the ballots cast as to each matter. Will the secretary please report on the stockholders list and the mailing of the meeting notice? The board of directors has appointed Anna Hagberg-Szeto of CT Hagberg & Associates to act as Inspector of Election at this meeting. the board of directors has appointed anna hagberg-szeto of ct hagberg & associates to act as inspector of election at this meeting Ms. Hagberg-Szeto has taken and subscribed the customary oath of office to execute her duties with strict impartiality. ms hagberg-szeto has taken and subscribed the customary oath of office to execute her duties with strict impartiality We will file this oath with the recorders of the meeting. we will file this oath with the recorders of the meeting Her function is to determine the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the ballots cast as to each matter. her function is to determine the qualifications of voters accept their votes and when balloting on all matters is completed to tally the ballots cast as to each matter Will the secretary please report on the stockholders list and the mailing of the meeting notice? will the secretary please report on the stockholders list and the mailing of the meeting notice

Speaker 2: I have a complete list of the stockholders of record of the company's common stock on April 9th, 2026, the record date for this meeting. I also have an affidavit from Broadridge certifying that on April 21st, 2026, a notice of the annual meeting of stockholders of the company was disseminated to all stockholders of record on the record date. I have a complete list of the stockholders of record of the company's common stock on April 9th, 2026, the record date for this meeting. i have a complete list of the stockholders of record of the company's common stock on april 9th 2026 the record date for this meeting I also have an affidavit from Broadridge certifying that on April 21st, 2026, a notice of the annual meeting of stockholders of the company was disseminated to all stockholders of record on the record date. i also have an affidavit from broadridge certifying that on april 21st 2026 a notice of the annual meeting of stockholders of the company was disseminated to all stockholders of record on the record date

Speaker 1: Will the secretary please report on the existence of a quorum? Will the secretary please report on the existence of a quorum? will the secretary please report on the existence of a quorum

Speaker 2: I have been informed by the Inspector of Election that proxies have been received for 29,265,716 shares of the 33,950,449 shares of common stock outstanding on the record date, which represents approximately 86% of the total number of outstanding shares. This constitutes a quorum for the transaction of business, and we may now carry out the official business of the meeting. I have been informed by the Inspector of Election that proxies have been received for 29,265,716 shares of the 33,950,449 shares of common stock outstanding on the record date, which represents approximately 86% of the total number of outstanding shares. i have been informed by the inspector of election that proxies have been received for 29,265,716 shares of the 33,950,449 shares of common stock outstanding on the record date which represents approximately 86% of the total number of outstanding shares This constitutes a quorum for the transaction of business, and we may now carry out the official business of the meeting. this constitutes a quorum for the transaction of business and we may now carry out the official business of the meeting

Speaker 1: In order to expedite the flow of the business at this meeting, we intend to adhere to the following order of business. Each of the matters to be acted on by the stockholders today will be presented in the order set forth in the agenda. After the presentation of all matters, I will open the floor for questions or comments on those items of business. In order to ensure that the business of the meeting proceeds in an orderly fashion and that stockholders who wish to participate have a fair opportunity to do so, please limit your questions and comments to the items of business listed on the agenda. In order to expedite the flow of the business at this meeting, we intend to adhere to the following order of business. in order to expedite the flow of the business at this meeting we intend to adhere to the following order of business Each of the matters to be acted on by the stockholders today will be presented in the order set forth in the agenda. each of the matters to be acted on by the stockholders today will be presented in the order set forth in the agenda After the presentation of all matters, I will open the floor for questions or comments on those items of business. after the presentation of all matters i will open the floor for questions or comments on those items of business In order to ensure that the business of the meeting proceeds in an orderly fashion and that stockholders who wish to participate have a fair opportunity to do so, please limit your questions and comments to the items of business listed on the agenda. in order to ensure that the business of the meeting proceeds in an orderly fashion and that stockholders who wish to participate have a fair opportunity to do so please limit your questions and comments to the items of business listed on the agenda

Speaker 2: The first item of business is the election of two director nominees named in the proxy statement, each to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The director nominees are Lisa Andrade and Scott Huennekens, each a current director of the company. Two, ratification of the selection of independent registered public accounting firm. The second item of business is the ratification of the selection of PricewaterhouseCoopers as the independent registered public accounting firm of NeuroPace for the fiscal year ending December 31st, 2026. The first item of business is the election of two director nominees named in the proxy statement, each to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. the first item of business is the election of two director nominees named in the proxy statement each to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified The director nominees are Lisa Andrade and Scott Huennekens, each a current director of the company. the director nominees are lisa andrade and scott huennekens each a current director of the company Two, ratification of the selection of independent registered public accounting firm. two ratification of the selection of independent registered public accounting firm The second item of business is the ratification of the selection of PricewaterhouseCoopers as the independent registered public accounting firm of NeuroPace for the fiscal year ending December 31st, 2026. the second item of business is the ratification of the selection of pricewaterhousecoopers as the independent registered public accounting firm of neuropace for the fiscal year ending december 31st 2026

Speaker 1: That was the final proposal for today's meeting. We will now review if there are any questions submitted about the proposals before we close the polls. As a reminder, we will only review and answer questions at this time that pertain to the proposals. Please note that our discussion today may include forward-looking statements, and our actual results may differ materially from those discussed here. Additional information concerning factors that could cause such a difference can be found in our most recently filed quarterly report on Form 10-Q. Tia, are there any questions? That was the final proposal for today's meeting. that was the final proposal for today's meeting We will now review if there are any questions submitted about the proposals before we close the polls. we will now review if there are any questions submitted about the proposals before we close the polls As a reminder, we will only review and answer questions at this time that pertain to the proposals. as a reminder we will only review and answer questions at this time that pertain to the proposals Please note that our discussion today may include forward-looking statements, and our actual results may differ materially from those discussed here. please note that our discussion today may include forward-looking statements and our actual results may differ materially from those discussed here Additional information concerning factors that could cause such a difference can be found in our most recently filed quarterly report on Form 10-Q. additional information concerning factors that could cause such a difference can be found in our most recently filed quarterly report on form 10-q Tia, are there any questions? tia are there any questions

Speaker 3: No, there are not. No, there are not. no there are not

Speaker 1: It is now 10:37 Pacific Daylight Time, and I hereby declare the polls closed. Will the secretary please provide a preliminary report on voting? It is now 10:37 Pacific Daylight Time, and I hereby declare the polls closed. it is now 10:37 pacific daylight time and i hereby declare the polls closed Will the secretary please provide a preliminary report on voting? will the secretary please provide a preliminary report on voting

Speaker 2: The preliminary report of the Inspector of Election is as follows. The director nominees named in the proxy statement have been elected with approximately 85% of the shares voting in favor of each nominee. The selection of PricewaterhouseCoopers, LLP as the independent registered public accounting firm of NeuroPace for the fiscal year ending December 31st, 2026, is ratified with approximately 99% of the shares voting in favor. The final results of voting will be reported on Form 8-K within four business days from today. The preliminary report of the Inspector of Election is as follows. the preliminary report of the inspector of election is as follows The director nominees named in the proxy statement have been elected with approximately 85% of the shares voting in favor of each nominee. the director nominees named in the proxy statement have been elected with approximately 85% of the shares voting in favor of each nominee The selection of PricewaterhouseCoopers, LLP as the independent registered public accounting firm of NeuroPace for the fiscal year ending December 31st, 2026, is ratified with approximately 99% of the shares voting in favor. the selection of pricewaterhousecoopers llp as the independent registered public accounting firm of neuropace for the fiscal year ending december 31st 2026 is ratified with approximately 99% of the shares voting in favor The final results of voting will be reported on Form 8-K within four business days from today. the final results of voting will be reported on form 8-k within four business days from today

Speaker 1: This concludes the formal portion of our meeting, and the annual meeting is now adjourned. Thank you again for your attendance at today's meeting and for your continued support of NeuroPace. Operator, I think that concludes the meeting. This concludes the formal portion of our meeting, and the annual meeting is now adjourned. this concludes the formal portion of our meeting and the annual meeting is now adjourned Thank you again for your attendance at today's meeting and for your continued support of NeuroPace. thank you again for your attendance at today's meeting and for your continued support of neuropace Operator, I think that concludes the meeting. operator i think that concludes the meeting

Speaker 3: This concludes the NeuroPace, Inc. 2026 Annual Meeting of Stockholders. Thank you very much. You may now disconnect. This concludes the NeuroPace, Inc. 2026 Annual Meeting of Stockholders. this concludes the neuropace inc 2026 annual meeting of stockholders Thank you very much. thank you very much You may now disconnect. you may now disconnect