UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 18, 2023, the Compensation Committee of the Board of Directors (the “Board”) of NeuroPace, Inc. approved the NeuroPace, Inc. 2023 Inducement Plan (the “Inducement Plan”). The terms of the Inducement Plan are substantially similar to the terms of NeuroPace’s 2021 Equity Incentive Plan with the exception that incentive stock options may not be issued under the Inducement Plan and awards under the Inducement Plan may only be issued to eligible recipients under the applicable Nasdaq rules. The Inducement Plan was adopted by the Compensation Committee without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.
NeuroPace has initially reserved 380,424 shares of NeuroPace’s common stock for issuance pursuant to awards granted under the Inducement Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to an employee who has not previously been an employee or member of the board of directors of NeuroPace or any subsidiary, or following a bona fide period of non-employment by NeuroPace or a subsidiary, if he or she is granted such award in connection with his or her commencement of employment with NeuroPace or a subsidiary and such grant is an inducement material to his or her entering into employment with NeuroPace or such subsidiary.
On July 18, 2023, the Compensation Committee granted an option to purchase 380,424 shares of NeuroPace’s common stock to Joel Becker as Chief Executive Officer pursuant to Mr. Becker’s offer letter described in NeuroPace’s Form 8-K filed with the Securities and Exchange commission on June 28, 2023, as a material inducement for Mr. Becker to join NeuroPace as its Chief Executive Officer.
The foregoing description of the Inducement Plan does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Inducement Plan and the forms of award agreements adopted under the Plan, copies of which are filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | NeuroPace, Inc. 2023 Inducement Plan, Form of Stock Option Grant Notice, and Form of Stock Option Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: July 19, 2023 | By: | /s/ Irina Ridley | ||||
| Irina Ridley | ||||||
| Chief Legal Officer | ||||||