0001444380FALSE00014443802025-03-042025-03-04

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): March 4, 2025
NEVRO CORP.
(Exact name of Registrant as Specified in Its Charter)
Delaware001-3671556-2568057
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
    
1800 Bridge Parkway 
Redwood City, California
 94065
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (650) 251-0005
N/A
(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:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    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 classTrading
Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per shareNVROThe New York Stock Exchange
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 o
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. o


Item 2.02 Results of Operations and Financial Condition.
On March 4, 2025, Nevro Corp. (“Nevro” or the “Company”) issued a press release relating to its financial results for the three months and full year ended December 31, 2024. The full text of the press release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 2.02 of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
   NEVRO CORP.
    
Date:March 4, 2025By: /s/ Roderick H. MacLeod
   Roderick H. MacLeod
Chief Financial Officer

Exhibit 99.1

img258922048_0a.jpg
Nevro Reports Fourth-Quarter and Full-Year 2024 Financial Results

REDWOOD CITY, California – March 4, 2025 – Nevro Corp. (NYSE: NVRO), a global medical device company that is delivering comprehensive, life-changing solutions for the treatment of chronic pain, today reported its fourth-quarter and full-year 2024 financial results.
“We are pleased that adjusted EBITDA for the full-year 2024 came in ahead of our revised expectations and that our balance sheet remains strong, reflecting our ongoing focus on working capital management and the benefits from our 2024 restructurings,” said Kevin Thornal, Nevro’s president and CEO. “Importantly, we look forward to joining forces with Globus Medical to achieve our full potential and working together to free patients from the burden of chronic pain.”
Fourth-Quarter 2024 Business Highlights and Recent Developments
•On February 6, 2025, Nevro and Globus Medical (NYSE: GMED) announced that they had entered into a definitive agreement for Globus Medical to acquire all shares of Nevro in an all-cash transaction valued at approximately $250 million, or $5.85 per share. The transaction is expected to close in the second quarter of 2025 and remains subject to the approval of Nevro’s shareholders, regulatory approval and other customary closing conditions.
•Launched the full market release of HFX iQ™ with HFX AdaptivAI™, a responsive, personalized pain management platform powering the HFX iQ spinal cord stimulation (SCS) system in November 2024.
•Launched the HFX iQ SCS system in select European countries in January 2025 following receipt of CE Mark Certification in November 2024.
•As previously announced on October 29, 2024, new data was published in the Journal of Pain Research demonstrating significant, durable pain relief and long-term and clinically meaningful reductions in hemoglobin A1c (HbA1c) and weight in study participants with painful diabetic neuropathy and Type 2 diabetes who received 10 kHz high-frequency SCS therapy.
•As previously announced on November 18, 2024, new data was published in Medical Devices: Evidence and Research which demonstrate the superiority of the Nevro1™ SI Joint Fusion System, a posterior-integrated transfixation cage system offering enhanced stability, minimized bone removal and increased fusion potential compared to a posterolateral cylindrical-threaded single implant system.
Fourth-Quarter 2024 Financial Results
Worldwide revenue for the fourth quarter of 2024 was $105.5 million, a decrease of 9.1% as reported and 9.2% on a constant currency basis, compared with $116.2 million in the fourth quarter of 2023.
U.S. revenue in the fourth quarter of 2024 was $91.4 million, a decrease of 9.9% compared with $101.5 million in the prior year period. U.S. permanent implant procedures decreased by 7.0% compared with the fourth quarter of 2023, and U.S. trial procedures decreased approximately 14.2% compared with the fourth quarter of 2023.


International revenue in the fourth quarter of 2024 was $14.1 million compared with $14.7 million in the fourth quarter of 2023, a decrease of 3.8% as reported and 4.2% on a constant currency basis.
Gross profit for the fourth quarter of 2024 was $65.9 million, compared with $81.5 million in the fourth quarter of 2023. Gross margin was 62.5% in the fourth quarter of 2024 compared with 70.1% in the fourth quarter of 2023.
Operating expenses for the fourth quarter of 2024 were $117.3 million compared with $93.3 million for the year-ago period and include a $38.2 million goodwill impairment charge and $0.7 million in intangible amortization, offset by $9.8 million in contingent consideration revaluations related to Nevro’s 2023 acquisition of Vyrsa™ Technologies and $1.9 million reduction in litigation-related expenses. Excluding these items, operating expenses in the fourth quarter of 2024 improved by $3.2 million, or 3.4% compared with the prior-year quarter.
Net loss from operations for the fourth quarter of 2024 was $51.4 million, or approximately $24.1 million excluding the goodwill impairment charge, intangible amortization, contingent consideration revaluations, and year-over-year decrease in litigation-related expenses. Net loss from operations in the fourth quarter of 2023 was $11.8 million.
Adjusted EBITDA for the fourth quarter of 2024 was negative $5.2 million compared with positive $8.4 million in the fourth quarter of 2023. Adjusted EBITDA excludes interest, taxes, restructuring charges, litigation-related credits and expenses, gain on extinguishment of debt, supplier renegotiation charge, and non-cash items such as amortization of intangibles, changes in fair value of contingent consideration, changes in fair market value of warrants, stock-based compensation, impairment of goodwill and depreciation and amortization. Refer to the financial table at the end of this release for GAAP to non-GAAP reconciliations, definitions and further information regarding the use of non-GAAP metrics.
Cash, cash equivalents and short-term investments totaled $292.5 million as of December 31, 2024, an increase of $15.5 million from September 30, 2024.
Full-Year 2024 Financial Results
Nevro’s full-year 2024 worldwide revenue was $408.5 million, a decrease of 3.9% as reported and 4.0% on a constant currency basis, compared with $425.2 million for full-year 2023. U.S. revenue was approximately $353.1 million, a decrease of 3.7% as reported and on a constant currency basis, compared with $366.6 million for full-year 2023.
International revenue was $55.4 million, a decrease of 5.4% as reported, and 6.2% on a constant currency basis, compared with $58.6 million in the prior year period. Refer to the financial statements for additional full-year 2024 results and GAAP to non-GAAP reconciliations, definitions and further information regarding the use of non-GAAP metrics.
Gross profit for full-year 2024 was $269.5 million compared with $290.1 million for full-year 2023. Gross margin was 66.0% for full-year 2024 compared with 68.2% for full-year 2023.
Net loss from operations for full-year 2024 was $126.2 million compared with $99.3 million for full-year 2023. Full-year 2024 adjusted EBITDA was negative $13.6 million compared with negative $17.7 million in 2023.
For more information regarding the non-GAAP financial measures discussed in this press release, please see the financial table at the end of this release for GAAP to non-GAAP reconciliations, definitions and further information regarding the use of non-GAAP metrics.
2025 Financial Guidance and Fourth-Quarter 2024 Earnings Conference Call and Webcast
As previously announced on February 6, 2025, given the pending acquisition of Nevro by Globus Medical, Nevro is not issuing full-year 2025 guidance, nor is the company holding an earnings conference call and webcast in connection with reporting its fourth-quarter and full-year 2024 financial results.
Internet Posting of Information
Nevro routinely posts information that may be important to investors in the "Investor Relations" section of its website at www.nevro.com. The Company encourages investors and potential investors to consult the Nevro website regularly for important information about Nevro.
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About Nevro Corp.
Headquartered in Redwood City, California, Nevro is a global medical device company focused on delivering comprehensive, life-changing solutions that continue to set the standard for enduring patient outcomes in chronic pain treatment. Nevro's comprehensive HFX™ spinal cord stimulation (SCS) platform includes the Senza® SCS system and support services for the treatment of chronic pain of the trunk and limb and painful diabetic neuropathy. Nevro also offers minimally invasive treatment options for patients suffering from chronic sacroiliac (SI) joint pain.
Senza®, Senza II®, Senza Omnia®, and HFX iQ™ are the only SCS systems that deliver Nevro's proprietary 10 kHz Therapy™. Nevro's unique support services provide every patient with HFX Coach™ support throughout their pain relief journey and every physician with HFX Cloud™ insights for enhanced patient and practice management.
SENZA, SENZA II, SENZA OMNIA, OMNIA, HF10, the HF10 logo, 10 kHz Therapy, HFX, the HFX logo, HFX iQ, the HFX iQ logo, HFX Algorithm, HFX CONNECT, the HFX Connect logo, HFX ACCESS, the HFX Access logo, HFX COACH, the HFX Coach logo, HFX CLOUD, the HFX Cloud logo, RELIEF MULTIPLIED, the X logo, NEVRO, and the NEVRO logo are trademarks or registered trademarks of Nevro Corp. Patents covering Senza HFX iQ and other Nevro products are listed at Nevro.com/patents.
To learn more about Nevro, visit www.nevro.com and connect with us on LinkedIn, X, Facebook, and Instagram.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements in this press release include, but are not limited to, statements regarding the consummation of the transaction described above. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to the ability of the parties to consummate the proposed transaction and the possibility that various closing conditions for the transaction may not be satisfied or waived, and the ability to realize the benefits expected from the transaction. The forward-looking statements in this communication are based on information available to Nevro as of the date hereof, and Nevro disclaims any obligation to update any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. For additional information regarding forward-looking statements, please refer to discussions under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our most recent Annual Report on Form 10-K, and in our other reports filed with the Securities and Exchange Commission (“SEC”). Nevro’s SEC filings are available on the Investor Relations section of its website at https://nevro.com/English/us/investors/overview/default.aspx and on the SEC’s website at www.sec.gov.

The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: (i) the proposed transaction may not be completed in a timely manner or at all, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Nevro or the expected benefits of the proposed transaction or that the approval of Nevro’s stockholders is not obtained; (ii) the failure to realize the anticipated benefits of the proposed transaction; (iii) the possibility that competing offers or acquisition proposals for Nevro will be made; (iv) the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances which would require Nevro to pay a termination fee or other expenses; and (vi) the effect of the announcement or pendency of the merger on Nevro’s ability to retain and hire key personnel, or its operating results and business generally.

No Offer or Solicitation
This press release is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

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Additional Information and Where to Find It
This press release may be deemed solicitation material in respect of the proposed transaction. A Nevro special stockholder meeting will be announced to obtain Nevro stockholder approval in connection with the proposed transaction. Nevro expects to file with the SEC a proxy statement and has filed or may file with the SEC other relevant documents in connection with the proposed transaction. Nevro stockholders are urged to read the definitive proxy statement and other relevant materials carefully and in their entirety when they become available because they will contain important information about Nevro and the proposed transaction. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Nevro with the SEC at the SEC’s website at www.sec.gov, and at Nevro’s website at https://www.nevro.com.
Participants in the Solicitation
Nevro and its directors, executive officers and certain employees and other persons may be deemed to be participants in soliciting proxies from its stockholders in connection with the proposed transaction. Information regarding Nevro’s directors and executive officers is set forth in Nevro’s proxy statement on Schedule 14A for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 12, 2024, and in Nevro’s Current Reports on Form 8-K filed with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Nevro’s stockholders in connection with the proposed transaction and any direct or indirect interests they may have in the proposed transaction will be set forth in Nevro’s definitive proxy statement for its special stockholder meeting to be filed with the SEC in connection with the proposed transaction.
Investor and Media Contact:
Angie McCabe
Vice President, Investor Relations & Corporate Communications
angeline.mccabe@nevro.com
4

Nevro Corp.

Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share data)
Three Months Ended
December 31,		Year Ended
December 31,
2024202320242023
(unaudited)
Revenue$105,548 $116,176 $408,518 $425,174 
Cost of revenue39,629 34,699 138,990 135,114 
Gross profit65,919 81,477 269,528 290,060 
Operating expenses
    Research and development11,987 12,420 51,511 54,418 
    Sales, general and administrative76,198 80,598 309,769 334,704 
    Amortization of intangibles737 246 2,948 246 
    Change in fair value of contingent consideration(9,803)— (6,679)— 
    Impairment of goodwill38,208 — 38,208 — 
       Total operating expenses 117,327 93,264 395,757 389,368 
       Loss from operations (51,408)(11,787)(126,229)(99,308)
Other income (expense)
    Interest income (expense), net(3,645)781 (13,583)6,152 
    Change in fair market value of warrants1,385 (8,051)27,887 (8,051)
    Gain on extinguishment of debt— 3,934 — 3,934 
    Other income (expense), net727 (436)(421)(586)
Loss before income taxes(52,941)(15,559)(112,346)(97,859)
Provision for income taxes169 (6,578)1,093 (5,646)
Net loss$(53,110)$(8,981)$(113,439)$(92,213)
    Changes in foreign currency translation adjustment(2,032)1,087 (907)1,164 
    Changes in unrealized gains (losses)
    on short-term investments, net		(625)821 (62)1,687 
Net change in other comprehensive income (loss)(2,657)1,908 (969)2,851 
    Comprehensive loss$(55,767)$(7,073)$(114,408)$(89,362)
Net loss per share, basic and diluted$(1.41)$(0.25)$(3.06)$(2.56)
Weighted average shares used to compute basic and diluted net loss per share37,616,374 36,277,243 37,088,476 35,981,431 
5

Nevro Corp.

Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
December 31,
2024		December 31,
2023
Assets
Current assets
Cash and cash equivalents$94,539 $104,217 
Short-term investments197,995 218,506 
Accounts receivable, net71,884 79,377 
Inventories103,268 118,676 
Prepaid expenses and other current assets8,316 10,145 
Total current assets476,002 530,921 
Property and equipment, net26,562 24,568 
Operating lease assets21,186 8,944 
Goodwill— 38,164 
Intangible assets, net24,408 27,354 
Other assets5,171 5,156 
Restricted cash512 606 
Total assets$553,841 $635,713 
Liabilities and stockholders' equity
Current liabilities
Accounts payable$24,457 $22,520 
Accrued liabilities 38,415 45,297 
Short-term debt37,972 — 
Contingent liabilities, current portion1,781 9,836 
Other current liabilities318 5,722 
Total current liabilities102,943 83,375 
Long-term debt187,666 211,471 
Long-term lease liabilities25,525 4,634 
Contingent liabilities, long-term3,633 12,257 
Warrant liability853 28,739 
Other long-term liabilities2,213 2,092 
Total liabilities322,833 342,568 
Stockholders' equity
Common stock, $0.001 par value, 290,000,000 shares
authorized at December 31, 2024 and 2023; 38,490,769
and 37,044,390 shares issued at December 31, 2024 and 2023;
37,824,467 and 36,361,474 shares outstanding at
December 31, 2024 and 2023, respectively
38 36 
Additional paid-in capital1,045,031 992,762 
Accumulated other comprehensive income (loss)(1,212)(243)
Accumulated deficit(812,849)(699,410)
Total stockholders' equity231,008 293,145 
Total liabilities and stockholders' equity$553,841 $635,713 
6

Nevro Corp.

GAAP to Non-GAAP Adjusted EBITDA Reconciliation
(unaudited)
(in thousands)
The following table presents a reconciliation of GAAP net loss, as prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), to adjusted EBITDA, a non-GAAP financial measure.
Reconciliation of actual results:
Three Months Ended
December 31,		Year Ended
December 31,
2024202320242023
(unaudited)(unaudited)
GAAP Net Loss$(53,110)$(8,981)$(113,439)$(92,213)
Non-GAAP Adjustments:
Interest (income) expense, net3,645 (781)13,583 (6,152)
Provision for income taxes169 (6,578)1,093 (5,646)
Depreciation and amortization 2,019 1,869 7,994 6,885 
Stock-based compensation expense
and other equity related charges
12,506 15,533 48,936 58,782 
Amortization of intangibles 737 246 2,948 246 
Change in fair value of contingent consideration(9,803)— (6,679)— 
Impairment of goodwill 38,208 — 38,208 — 
Change in fair market value of warrants(1,385)8,051 (27,887)8,051 
Gain on extinguishment of debt— (3,934)— (3,934)
Litigation-related expenses1,062 2,941 4,114 15,913 
Restructuring charges 730 — 11,538 373 
Supplier renegotiation charge— — 6,000 — 
Adjusted EBITDA$(5,222)$8,366 $(13,591)$(17,695)

Management uses certain non-GAAP financial measures, most specifically adjusted EBITDA, as a supplement to GAAP financial measures to further evaluate the Company's operating performance period over period, analyze the underlying business trends, assess performance relative to competitors and establish operational objectives.

Management believes it is important to provide investors with the same non-GAAP metrics it uses to evaluate the performance and underlying trends of the Company's business operations to facilitate comparisons to its historical operating results and evaluate the effectiveness of its operating strategies. Disclosure of these non-GAAP financial measures also facilitates comparisons of the Company's underlying operating performance with other companies in the industry that also supplement their GAAP results with non-GAAP financial measures.

EBITDA is a non-GAAP financial measure, which is calculated by adding interest income and expense, net; provision for income taxes; and depreciation and amortization to net loss. In calculating non-GAAP adjusted EBITDA, the Company further adjusts for the following items:

•Stock-based compensation expense and other equity-related charges – Nevro excludes non-cash costs related to the company's stock-based plans, which include stock options, restricted stock units and performance-based restricted stock units as these expenses do not require cash settlement from the company. In the period ended December 31, 2023, Nevro also excluded one-time equity-related charges of $1.9 million associated with the company’s acquisition of Vyrsa Technologies.
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•Amortization of intangibles – The company excludes amortization of intangibles from the acquisition of businesses.
•Change in fair value of contingent consideration – The company excludes the changes in the fair value of its contingent consideration liability.
•Goodwill impairment – The company excludes any goodwill impairment.
•Change in fair market value of warrants – The company excludes the changes in the fair value of its warrant liability.
•Gain on extinguishment of debt – The company excludes gains and losses from extinguishment of early debt repayment.
•Litigation-related expenses – The company excludes legal and professional fees as well as charges and credits associated with certain legal matters, which management considers not related to the underlying operating performance of the business.
•Restructuring charges – The company excludes charges incurred as a direct result of restructuring programs, such as salaries and other compensation-related expenses.
•Supplier contract renegotiation charge - Nevro excludes one-time costs associated with the renegotiation of a supplier contract in 2024.
The non-GAAP financial measure should not be considered in isolation from, or as a replacement for, the most directly comparable GAAP financial measures, as it is not prepared in accordance with U.S. GAAP.
Amounts may not add due to rounding.
# # #
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v3.25.0.1
Cover Page
Mar. 04, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 04, 2025
Entity Registrant Name NEVRO CORP.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36715
Entity Tax Identification Number 56-2568057
Entity Address, Address Line One 1800 Bridge Parkway
Entity Address, City or Town Redwood City
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94065
City Area Code 650
Local Phone Number 251-0005
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol NVRO
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001444380
Amendment Flag false
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