Clearpoint Neuro Inc SEC Filings

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.

ClearPoint Neuro (CLPT) reported Q3 results and announced a pending acquisition. Revenue was $8.861 million, up from $8.122 million a year ago, driven by higher neurosurgery navigation disposables and increased services. Gross profit was $5.600 million. The company posted a net loss of $5.891 million versus $4.974 million last year as operating expenses rose.

For the nine months, revenue reached $26.561 million (vs. $23.619 million), with product revenue of $16.649 million and service and other revenue of $9.912 million. Cash and cash equivalents were $38.221 million, reflecting an initial 2025 Note Purchase Agreement draw that yielded approximately $28.7 million in net proceeds and a registered direct equity raise of approximately $3.3 million. Long‑term note payable stood at $29.203 million.

Strategic update: On November 6, 2025, CLPT agreed to acquire IRRAS for $5.0 million in cash at closing and 1,325,000 shares, plus earnouts tied to future net sales. On November 5, 2025, CLPT also arranged access to an additional $20.0 million under its existing note agreement, conditioned on the IRRAS closing. Shares outstanding were 28,423,308 as of October 27, 2025.

ClearPoint Neuro (CLPT) furnished an 8-K announcing it issued a press release with financial results for the third fiscal quarter ended September 30, 2025, and posted an updated investor presentation.

The press release is provided as Exhibit 99.1 and the investor presentation as Exhibit 99.2. The company noted these materials are being furnished, not filed, and are not incorporated by reference except as expressly set forth in future filings.

ClearPoint Neuro entered into a definitive agreement to acquire IRRAS Holdings, Inc. via a two-step merger. At closing, the consideration will be $5,000,000 in cash and 1,325,000 shares of ClearPoint common stock, with additional earnouts over three one‑year periods equal to 25% of net sales of certain IRRAS products above specified thresholds.

The deal is subject to multiple closing conditions, including the squeeze‑out of minority shareholders of IRRAS AB, delisting of IRRAS AB from NASDAQ Stockholm, customary accuracy and performance conditions, and IRRAS stockholder approval. Either party may terminate if conditions are not met by December 31, 2025. ClearPoint agreed to file a registration statement covering the resale of the merger shares within 30 days after closing.

ClearPoint Neuro (CLPT) CEO and President Joseph M. Burnett, also a Director, reported open‑market sales of Common Stock on 10/10/2025 under a Rule 10b5‑1 trading plan adopted on June 11, 2025.

Transactions disclosed: 17,583 shares at a weighted average price of $26.51 (range $26.07–$27.06); 6,599 shares at $27.64 (range $27.08–$28.07); 1,981 shares at $28.64 (range $28.08–$29.05); and 300 shares at $29.21.

Following these transactions, 217,059 shares were beneficially owned indirectly by the Joseph M. Burnett Trust (with Mr. Burnett as trustee), and 11,311 shares were owned directly.

ClearPoint Neuro (CLPT) disclosed a Form 4 for its Chief Operating Officer, Mazin Sabra. On 10/10/2025, 7,480 shares of common stock were withheld (Transaction Code F) to satisfy tax obligations upon the vesting of restricted stock at $26.11 per share. After the transaction, the reporting person beneficially owns 44,084 shares, held directly.

ClearPoint Neuro, Inc. filed a Form 144 reporting a proposed sale of 26,463 common shares through Morgan Stanley Smith Barney LLC on 10/10/2025. The filing lists an aggregate market value of $766,368.48 and shows 28,427,417 shares outstanding. The shares to be sold were acquired in two events: 5,599 shares via an Employee Stock Purchase Plan (12/30/2021) paid in cash, and 20,864 shares from a previously vested RSA (07/09/2022). No sales by the seller in the past three months are reported. The notice includes the standard representation that the seller has no undisclosed material information.

R. John Fletcher, a director of ClearPoint Neuro, Inc. (CLPT), received 265 shares of the issuer's common stock on 10/01/2025 as payment of director fees under the company's Sixth Amended and Restated 2013 Incentive Compensation Plan and Non-Employee Director Compensation Plan, as amended and restated. The shares were issued at the closing price on 9/30/2025 of $21.79 per share. After this transaction Fletcher beneficially owned 116,240 shares, held directly. The Form 4 was signed by power of attorney and filed on 10/02/2025.

ClearPoint Neuro, Inc. (CLPT) reported an insider issuance to director Pascal E. R. Girin: on 10/01/2025 the company issued 315 shares of common stock at a price equal to the closing market price on 9/30/2025, $21.79, as payment of fees under the issuer's Sixth Amended and Restated 2013 Incentive Compensation Plan and the Non-Employee Director Compensation Plan. Following the issuance, the reporting person beneficially owns 96,949 shares directly. The Form 4 was signed by an attorney under power of attorney and filed on 10/02/2025.