Nevro Corp 2024年度报告

FORM10-K________________________________________________________________________ NEVRO CORP. (Exact name of registrant as specified in its charter)________________________________________________________________________ 1800 Bridge ParkwayRedwood City,California94065(Address of principal executive offices) (Zip Code)(650)251-0005(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.x Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesoNox As of June 30, 2024, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliatesof the registrant was approximately $305million based on the closing sale price for the registrant’s common stock on The New York Stock Exchange on that date of $8.42 per share.As of February27, 2025, there were37,878,565shares of the registrant’s Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K will be incorporated by reference from certain portions of the definitive Proxy Statement for the Registrants's 2025 Annual Meeting ofStockholders or in an amendment to this Report. NEVRO CORP.TABLE OF CONTENTS INTRODUCTORY NOTE PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities82Item 6.[Reserved]82Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations82Item 7A.Quantitative and Qualitative Disclosures About Market Risk101Item 8.Financial Statements and Supplementary Data103Item 9.Changes in and Disagreements with Accountants On Accounting and Financial Disclosure146Item 9A.Controls and Procedures146Item 9B.Other Information147Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections147 PART III Item 10.Directors, Executive Officers and Corporate Governance148Item 11.Executive Compensation148Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters148Item 13.Certain Relationships and Related Transactions, and Director Independence148Item 14.Principal Accountant Fees and Services148 PART IV Item 15.Exhibits and Financial Statement Schedules149Item 16.Form 10-K Summary156Signatures157 INTRODUCTORY NOTE On February 6, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Globus Medical, Inc., aDelaware corporation (“Globus Medical”), and Palmer Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of GlobusMedical (“Merger Sub”), pursuant to which, and on the terms and subject to the conditions thereof, at the effective time of the Merger (the “EffectiveTime”), Merger Sub will merge with and into Nevro Corp. (“Nevro”), with Nevro surviving as a wholly owned subsidiary of Globus Medical, whichwe refer to as the “Merger.” Under the terms of the Merger Agreement, among other things, Globus Medical will acquire all shares of Nevro for $5.85 per share incash. The transaction represents a total equity value of approximately $250.0 million. The boards of directors of both companies have approved thetransaction. This transaction is expected to clos