Clearpoint Neuro Inc SEC Filings

A holder of CLPT common stock filed a notice to sell 2,943 shares under Rule 144. The shares are common stock to be sold through Morgan Stanley Smith Barney LLC Executive Financial Services, with an aggregate market value of $46,146.24, and an approximate sale date of 01/26/2026 on the NASDAQ market. These 2,943 shares were acquired on 08/20/2023 as restricted stock units from the issuer, matching the amount now planned for sale. The filing notes that a related 10b5-1 plan already led to a prior sale of 20,000 common shares on 01/09/2026 for $322,404 in gross proceeds, and states that total common shares outstanding are 28,423,308.

ClearPoint Neuro, Inc. has filed a resale prospectus covering up to 1,312,570 shares of its common stock that may be sold from time to time by former IRRAS Holdings, Inc. stockholders. ClearPoint is not selling shares in this offering and will receive no proceeds from any sales.

The registered shares were or will be issued as part of ClearPoint’s November 20, 2025 acquisition of IRRAS, a neurocritical care medical technology company. Consideration for the merger included $5,000,000 in cash and 1,119,404 ClearPoint shares, plus potential earnout payments. The 1,312,570 registered shares consist of 1,109,401 merger shares plus up to 203,169 holdback shares that may be released if no post-closing adjustments or indemnity claims reduce them.

ClearPoint is a commercial-stage medical device company focused on minimally invasive neurosurgery, including its ClearPoint Navigation System, operating-room focused SmartFrame platforms, and the ClearPoint Prism Neuro Laser Therapy System. Its biologics and drug delivery partnerships support more than 60 gene and cell therapy programs targeting direct delivery into the brain.

ClearPoint Neuro, Inc. has filed a resale registration covering up to 1,312,570 shares of common stock that were issued or may be issued to former owners of IRRAS Holdings, Inc. in connection with a merger completed on November 20, 2025. These shares include 1,109,401 merger shares and up to 203,169 holdback shares that may be released if post-closing adjustment and indemnification conditions are met.

The company is not selling any shares under this prospectus and will not receive proceeds from sales by the selling stockholders. IRRAS adds a neurocritical care product focus to ClearPoint’s neurosurgical and biologics delivery platforms. As context, ClearPoint had 28,423,308 common shares outstanding as of October 27, 2025, and its stock last traded at $15.65 per share on January 12, 2026.

ClearPoint Neuro, Inc. CEO and President Joseph Burnett reported option exercises and a stock sale. On 01/09/2026 he exercised 20,000 stock options with a $2.50 exercise price, receiving 20,000 shares of common stock, and on the same day sold 20,000 common shares at a weighted average price of $16.12 per share under a Rule 10b5-1 trading plan adopted on June 11, 2025. After these transactions, he directly holds 11,565 common shares and 330,000 stock options, and indirectly holds 217,059 common shares through the Joseph M. Burnett Trust dated 10/20/2022.

ClearPoint Neuro, Inc. furnished an update on its recent performance by disclosing that it has issued a press release with preliminary, unaudited financial results for the fourth quarter ended December 31, 2025. The company used a current report to make investors aware of this earnings-related press release, which is included as an exhibit. The preliminary figures are described only in the press release itself, which is referenced but not detailed here.

A holder of CLPT common stock has filed a notice of intent to sell 20,000 common shares, to be executed through Morgan Stanley Smith Barney LLC on or around 01/09/2026 on NASDAQ, with an indicated aggregate market value of $306,200.00 and total shares outstanding of 28,423,308.

The shares to be sold were acquired on 01/09/2026 by exercising stock options for cash. The notice also reports that, during the prior three months, a Rule 10b5-1 trading plan for the Joseph M. Burnett Trust dated 10/20/2022 sold 26,463 common shares on 10/10/2025 for gross proceeds of $714,032.60. The signer represents that they do not know of any undisclosed material adverse information about CLPT’s current or prospective operations.

ClearPoint Neuro, Inc. (CLPT) reported an insider equity transaction by its Chief Financial Officer, Danilo D'Alessandro. On 11/21/2025, he exercised stock options to acquire 3,555 shares of common stock at an exercise price of $8.10 per share and held all shares received, with no stock sold in connection with the transaction. Following this exercise, he beneficially owns 69,923 shares of ClearPoint Neuro common stock in direct ownership form.

The exercised options were part of a grant dated March 6, 2023, with vesting in three tranches: 20% on the first anniversary, 40% on the second, and 40% on the third. After the reported transaction, 12,082 stock options remain beneficially owned, with an expiration date of 03/06/2033.

ClearPoint Neuro, Inc. (CLPT) completed its acquisition of IRRAS Holdings, Inc. through a two-step merger structure, making IRRAS a wholly owned subsidiary. The company paid $5,000,000 in cash and issued 1,325,000 shares of its common stock as closing consideration to IRRAS stockholders, with additional earnout payments over three one-year periods equal to 25% of net sales of certain IRRAS products above agreed thresholds. The stock portion of the deal was issued in a private transaction relying on exemptions under Section 4(a)(2), Regulation D and Regulation S. Under the merger agreement, some shares are held back for working capital and indemnification adjustments, and ClearPoint agreed to file a registration statement within 30 days to allow resale of the merger shares.