Bigger Capital Fund LP and related entities filed an amended Schedule 13G reporting their beneficial ownership of ClearPoint Neuro, Inc. common stock as of February 4, 2026. Bigger Capital and its general partner Bigger Capital Fund GP, LLC report beneficial ownership of 1,333,155 shares, or about 4.69% of the outstanding stock.
District 2 Capital Fund LP and its affiliated entities report beneficial ownership of 337,696 shares, or about 1.19%. Michael Bigger may be deemed to beneficially own about 7.8% of the common stock, including interests attributed through these funds and family holdings. The percentages are based on 28,423,308 shares outstanding as of October 27, 2025, and the filers certify the holdings are not for the purpose of changing or influencing control of ClearPoint Neuro.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
ClearPoint Neuro, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
18507C103
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
18507C103
1
Names of Reporting Persons
BIGGER CAPITAL FUND L P
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,333,155.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,333,155.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,333,155.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.69 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
18507C103
1
Names of Reporting Persons
Bigger Capital Fund GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,333,155.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,333,155.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,333,155.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.69 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
18507C103
1
Names of Reporting Persons
District 2 Capital Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
337,696.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
337,696.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
337,696.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.19 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
18507C103
1
Names of Reporting Persons
District 2 Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
337,696.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
337,696.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
337,696.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.19 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
18507C103
1
Names of Reporting Persons
District 2 GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
337,696.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
337,696.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
337,696.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.19 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
18507C103
1
Names of Reporting Persons
District 2 Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
337,696.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
337,696.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
337,696.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.19 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
18507C103
1
Names of Reporting Persons
Bigger Michael
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
40,692.00
6
Shared Voting Power
2,175,851.00
7
Sole Dispositive Power
40,692.00
8
Shared Dispositive Power
2,175,851.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,216,543.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
18507C103
1
Names of Reporting Persons
Patricia Winter
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
167,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
167,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
167,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ClearPoint Neuro, Inc.
(b)
Address of issuer's principal executive offices:
120 S. SIERRA AVENUE, SUITE 100, SOLANA BEACH, CA 92075
Item 2.
(a)
Name of person filing:
Bigger Capital Fund, LP ("Bigger Capital")
Bigger Capital Fund GP, LLC ("Bigger GP")
District 2 Capital Fund LP ("District 2 CF")
District 2 Capital LP ("District 2")
District 2 GP LLC ("District 2 GP")
District 2 Holdings LLC ("District 2 Holdings")
Michael Bigger
Patricia Winter
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
Bigger Capital Fund, LP
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
Bigger Capital Fund GP, LLC
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
District 2 Capital Fund LP
175 W. Carver Street
Huntington, NY 11743
District 2 Capital LP
175 W. Carver Street
Huntington, NY 11743
District 2 GP LLC
175 W. Carver Street
Huntington, NY 11743
District 2 Holdings LLC
175 W. Carver Street
Huntington, NY 11743
Michael Bigger
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
Patricia Winter
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
(c)
Citizenship:
Bigger Capital Fund, LP
Citizenship: Delaware
Bigger Capital Fund GP, LLC
Citizenship: Delaware
District 2 Capital Fund LP
Citizenship: Delaware
District 2 Capital LP
Citizenship: Delaware
District 2 GP LLC
Citizenship: Delaware
District 2 Holdings LLC
Citizenship: Delaware
Michael Bigger
Citizenship: USA
Patricia Winter
Citizenship: USA
(d)
Title of class of securities:
Common Stock, $0.01 par value
(e)
CUSIP No.:
18507C103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of February 4, 2026, Bigger Capital beneficially owned 1,333,155 shares of Common Stock.
Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the 1,333,155 shares of Common Stock beneficially owned by Bigger Capital.
As of February 4, 2026, District 2 CF beneficially owned 337,696 shares of Common Stock.
District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the 337,696 shares of Common Stock beneficially owned by District 2 CF.
District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the 337,696 shares of Common Stock beneficially owned by District 2 CF.
District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the 337,696 shares of Common Stock beneficially owned by District 2 CF.
Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the (i) 1,333,155 shares of Common Stock beneficially owned by Bigger Capital and (ii) 337,696 shares of Common Stock beneficially owned by District 2 CF. Mr. Bigger also may be deemed the beneficial owner of 167,000 shares of Common Stock owned by his spouse Patricia Winter and an aggregate of 338,000 shares of Common Stock held by the sons of Mr. Bigger. In addition, Mr. Bigger owns 40,692 shares of Common Stock in his IRA account.
Ms. Winter holds 167,000 shares.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by District 2 CF, Mr. Bigger disclaims beneficial ownership of the shares held by Patricia Winter and by the sons of Mr. Bigger, and Ms. Winter disclaims beneficial ownership of the shares of Common Stock held by Mr. Bigger. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
(b)
Percent of class:
The following percentages are based on 28,423,308 shares of Common Stock outstanding as of October 27, 2025, based upon the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 6, 2025.
As of February 4, 2026, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 4.69% of the outstanding shares of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP and District 2 Holdings may be deemed to beneficially own 1.19% of the outstanding shares of Common Stock, (iii) Mr. Bigger may be deemed to beneficially own approximately 7.8% of the outstanding shares of Common Stock, and (iv) Ms. Winter may be deemed to beneficially own 0% of the outstanding Common Stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Bigger GP and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital. District 2, District 2 GP, District 2 Holdings and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by District 2 CF. Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock held by Ms. Winter and the sons of Mr. Bigger.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1. Previously Filed
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
BIGGER CAPITAL FUND L P
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member of Bigger Capital Fund GP, LLC, its general partner
Date:
02/04/2026
Bigger Capital Fund GP, LLC
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member
Date:
02/04/2026
District 2 Capital Fund LP
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member of District 2 GP LLC, its general partner
What does Bigger Capital disclose in this Schedule 13G/A for ClearPoint Neuro (CLPT)?
Bigger Capital and affiliated entities disclose passive beneficial ownership of ClearPoint Neuro common stock. They report combined positions through funds and related parties, detailing share counts, voting and dispositive power, and ownership percentages based on the company’s reported shares outstanding as of October 27, 2025.
How many ClearPoint Neuro (CLPT) shares does Bigger Capital beneficially own and what percentage is this?
Bigger Capital Fund LP reports beneficial ownership of 1,333,155 ClearPoint Neuro common shares. Based on 28,423,308 shares outstanding, this represents approximately 4.69% of the company’s common stock, with shared voting and dispositive power reported together with its general partner Bigger Capital Fund GP, LLC.
What ClearPoint Neuro (CLPT) stake is attributed to Michael Bigger personally and through related entities?
Michael Bigger may be deemed to beneficially own about 7.8% of ClearPoint Neuro common stock. This includes shares held by Bigger Capital, District 2 Capital Fund, his IRA account, his spouse Patricia Winter, and his sons, although multiple parties expressly disclaim beneficial ownership of others’ shares.
What ownership does District 2 Capital Fund report in ClearPoint Neuro (CLPT)?
District 2 Capital Fund LP reports beneficial ownership of 337,696 ClearPoint Neuro common shares. Using 28,423,308 shares outstanding, this equals about 1.19% of the company. Related entities District 2 Capital LP, District 2 GP LLC, and District 2 Holdings LLC may each be deemed to beneficially own the same shares.
On what share count and dates are the ClearPoint Neuro (CLPT) ownership percentages based?
All reported ownership percentages are calculated using 28,423,308 ClearPoint Neuro common shares outstanding as of October 27, 2025. Beneficial ownership positions for Bigger Capital, District 2 entities, Michael Bigger, and Patricia Winter are stated as of February 4, 2026, reflecting holdings on that later reference date.
Is the ClearPoint Neuro (CLPT) stake reported by Bigger Capital intended to influence control of the company?
The reporting persons certify their ClearPoint Neuro holdings were not acquired and are not held for the purpose of changing or influencing control of the issuer. They also state the securities are not held in connection with any transaction having that purpose, other than activities tied to certain proxy nomination rules.
