Clearpoint Neuro Inc SEC Filings

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.

ClearPoint Neuro, Inc. filed a Form S-8 registration statement to register additional shares of its common stock for issuance under two employee equity plans: the Amended and Restated 2021 Employee Stock Purchase Plan and the Sixth Amended and Restated 2013 Incentive Compensation Plan. The filing incorporates by reference the company’s recent proxy statement, annual report, quarterly reports, and certain current reports, along with the existing S-8 registration statements for these plans. The document also lists the company’s charter and bylaw documents, legal opinions, consents, and power of attorney as exhibits, and is signed by the chief executive officer, chief financial officer, and all directors.

ClearPoint Neuro reported total revenue of $9.2 million for the quarter, up 17% from $7.9 million a year earlier, led by product revenue of $6.0 million (up 21%). Gross profit was $5.6 million with a 60% margin, slightly below prior-year margins. The company recorded a net loss of $5.8 million for the quarter (basic and diluted loss per share $0.21) and a six-month net loss of $11.9 million (EPS $0.42), driven by higher research and development, sales and marketing, and general and administrative expenses.

Liquidity strengthened to $41.5 million in cash and equivalents at June 30, 2025 after a registered direct equity sale that raised ~$3.3 million net and an initial note issuance that provided approximately $28.7 million net. The company entered a Note Purchase Agreement providing up to $105.0 million of potential notes (initial $30.0 million funded) secured by substantially all assets and carrying PIK interest and future revenue-sharing provisions; management states existing cash is sufficient for at least the next twelve months. Accumulated deficit totaled $203.2 million.